VOTING AND SUPPORT AGREEMENT
Exhibit
99.3
VOTING AND SUPPORT AGREEMENT, dated as of January 25, 2010 (this “Agreement”), among World
Color Press Inc., a corporation organized and existing under the laws of Canada (“Company”), the
trustees (the “Trustees”) under the Amended and Restated Voting Trust Agreement, dated April 29,
2000, as amended (the “Voting Trust Agreement”) pursuant to which certain shares of capital stock
of Quad/Graphics, Inc., a Wisconsin corporation (“Acquiror”), are held by the Quad/Graphics, Inc.
Voting Trust (the “Voting Trust”), and the undersigned beneficiaries of the Voting Trust (together
with the Voting Trust, the “Shareholders”) (such shares of capital stock of Acquiror owned by the
Shareholders as of the date hereof, the “Existing Shares” and, together with any Acquiror Shares
acquired by the Shareholders after the date hereof, the “Shares”, the trust certificates of the
Voting Trust held by such beneficiaries as of the date hereof, the “Existing Trust Certificates”
and, together with any trust certificates acquired by such beneficiaries after the date hereof, the
“Trust Certificates”). Capitalized terms used but not defined herein shall have the meanings given
to such terms in the Arrangement Agreement (as such term is defined below).
W I T N E S S E T H:
WHEREAS, Acquiror and Company are, simultaneous with the execution and delivery of this
Agreement, entering into an Arrangement Agreement, dated the date hereof (the “Arrangement
Agreement”), which provides, among other things, for a corporation continuing from the amalgamation
of a yet to be designated subsidiary of Acquiror and Company as part of a statutory arrangement
under Canadian law to own all of the assets of Company (the “Arrangement”); and
WHEREAS, as of the date hereof, the Trustees have the right to vote or direct the voting of
the Acquiror Shares listed as owned by the Voting Trust on the signature page hereof, and the
Shareholders are the beneficial or record owners of the Existing Trust Certificates and the
Acquiror Shares listed as owned by such Shareholders on the signature page hereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties,
covenants and agreements contained herein, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
ARTICLE I
VOTING
1.1 Agreement to Vote. Each of the Shareholders agrees that, from and after the date
hereof and until the date on which this Agreement is terminated pursuant to Section 4.1, at any
meeting of the beneficiaries of the Voting Trust, or at the Acquiror Meeting or any other meeting
of the shareholders of Acquiror, however called,
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or in connection with any written consent of the beneficiaries of the Voting Trust or the
shareholders of Acquiror, relating to any proposed action by the beneficiaries of the Voting Trust
or the shareholders of Acquiror with respect to the matters set forth in Section 1.1(b) below, each
Shareholder shall:
(a) appear at each such meeting or otherwise cause the Trust Certificates or the Shares that
such Shareholder owns to be counted as present at each such meeting for purposes of calculating a
quorum; and
(b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or
cause a consent to be delivered) covering, all the Trust Certificates or the Acquiror Shares, and
any other voting securities of the Voting Trust or the Acquiror (whenever acquired), owned
beneficially or of record by such Shareholder or as to which it has, directly or indirectly, the
right to vote or direct the voting, (i) in favor of approval of the transactions contemplated by
the Arrangement Agreement and any other action of the beneficiaries of the Voting Trust or the
shareholders of Acquiror requested by Acquiror in furtherance thereof, (ii) in favor of adoption of
Acquiror’s amended and restated articles of incorporation in substantially the form attached as
Exhibit E to the Arrangement Agreement, (iii) against any action or agreement submitted for
approval of the beneficiaries of the Voting Trust or the shareholders of Acquiror that would
reasonably be expected to result in a breach of any covenant, representation or warranty or any
other obligation or agreement of Acquiror contained in the Arrangement Agreement or of the Trustees
and the Shareholders contained in this Agreement, and (iv) against any Acquisition Proposal or any
other action, agreement or transaction submitted for approval to the beneficiaries of the Voting
Trust or the shareholders of Acquiror that it would reasonably expect is intended to materially
impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely
affect the Arrangement or this Agreement; provided, however, that the parties acknowledge that this
Agreement is entered into by each of the Trustees solely in his/her capacity as trustee of the
Voting Trust and each of the Shareholders solely in its capacity as record or beneficial owner of
the Trust Certificates or the Shares and that nothing in this Agreement, including without
limitation Section 3.1(d), shall prevent such Trustee or such Shareholder from discharging his/her
fiduciary duties as a member of the Board of Directors of Acquiror.
1.2 No Inconsistent Agreements. Each of the Shareholders hereby covenants and agrees
that, except for actions taken in furtherance of this Agreement, it (a) has not entered, and shall
not enter at any time while this Agreement remains in effect, into any voting agreement or voting
trust with respect to the Trust Certificates or the Shares, and (b) has not granted, and shall not
grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney
with respect to the Trust Certificates or the Shares inconsistent with the terms of this Agreement.
1.3 Effect of Change in Recommendation or Company Breach. For the avoidance of doubt,
the obligations of the Trustees and the Shareholders hereunder shall not be affected by (i) any
Change in Recommendation (except as specified in Section 4.1 of this Agreement); or (ii) any breach
by Company of any of its
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representations, warranties, agreements or covenants set forth in the Arrangement Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Trustees. Each Trustee hereby represents
and warrants (solely in his/her capacity as a Trustee and not individually and not jointly and
severally) to Company as follows:
(a) Authorization; Validity of Agreement; Necessary Action. This Agreement has been
duly executed and delivered by such Trustee and, assuming this Agreement constitutes a valid and
binding obligation of Company, constitutes a valid and binding obligation of such Trustee,
enforceable in accordance with its terms (except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and to general equity principles).
(b) No Violation. The execution and delivery of this Agreement by such Trustee does
not, and the performance by such Trustee of his/her obligations under this Agreement will not, (i)
to his/her knowledge, conflict with or violate any law, ordinance or regulation of any Governmental
Entity applicable to him/her or by which any of his/her assets or properties is bound or (ii)
conflict with, result in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or require payment under, or result in the creation of
any Lien on his/her properties or assets pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or obligation to which
he/she is a party or by which his/her or any of his/her assets or properties is bound, except for
any of the foregoing as would not reasonably be expected, either individually or in the aggregate,
to materially impair the ability of such Trustee to perform his/her obligations hereunder.
(c) No Further Action Required. Each Trustee has approved the transactions
contemplated by the Arrangement Agreement solely for purposes of Section 3.03 of the Voting Trust
Agreement. No other approval or authorization by such Trustee is required under the Voting Trust
Agreement (other than such actions as it may be necessary for the Trustee to take, on behalf of the
Voting Trust, to vote the Shares owned by the Voting Trust in favor of the approval of the
Arrangement Agreement and the transactions contemplated by the Arrangement Agreement, it being
understood that such actions by the Trustee have been authorized in all respects, and no further
authorization or approval of such actions is required under the Voting Trust Agreement or
otherwise, except for the performance required by Section 1.1). Such Trustee has not revoked and
(while this Agreement remains in effect), will not revoke his/her approval of the
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transactions contemplated by the Arrangement Agreement solely for purposes of Section 3.03 of
the Voting Trust Agreement.
(d) Trustees. Each Trustee is an existing trustee of the Voting Trust duly appointed
in accordance with the Voting Trust Agreement and has not resigned or been removed as of the date
hereof. As of the date hereof, the Voting Trust does not have any trustee other than the
undersigned Trustees.
(e) Reliance by Company. Each Trustee understands and acknowledges that Company is
entering into the Arrangement Agreement in reliance upon the execution and delivery of this
Agreement by such Trustee.
2.2 Representations and Warranties of the Shareholders. Each Shareholder hereby
represents and warrants (as a separate entity and not jointly and severally) to Company as follows:
(a) Authorization; Validity of Agreement; Necessary Action. This Agreement has been
duly executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid
and binding obligation of Company, constitutes a valid and binding obligation of such Shareholder,
enforceable in accordance with its terms (except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and to general equity principles).
(b) Ownership. As of the date hereof, the voting power represented by the Existing
Trust Certificates and the number of Acquiror Shares owned beneficially or of record by such
Shareholder is listed on the signature page hereof. The Existing Trust Certificates and the
Existing Shares listed on the signature page hereof are, and any additional trust certificates of
the Voting Trust or the Acquiror Shares and any additional options to purchase trust certificates
of the Voting Trust or the Acquiror Shares acquired by such Shareholder after the date hereof and
prior to the Effective Time will be, owned beneficially or of record by such Shareholder. As of
the date hereof, the Existing Trust Certificates and the Existing Shares listed on the signature
page hereof constitute all of the trust certificates of the Voting Trust and the Acquiror Shares
held of record, beneficially owned by or for which voting power or disposition power is held or
shared by such Shareholder. Such Shareholder has and, except with respect to the Existing Trust
Certificates or the Existing Shares transferred in accordance with Section 3.1(a) hereof, will have
at all times through the Effective Time, individually or together with one or more other Trustees
or Shareholders, sole voting power, sole power of disposition, sole power to issue instructions
with respect to the matters set forth in Article I or Section 3.1 hereof, and sole power to agree
to all of the matters set forth in this Agreement, in each case with respect to all of the Existing
Trust Certificates or the Existing Shares owned by such Shareholder as of the date hereof and with
respect to all of the Trust Certificates or the Shares owned by such Shareholder at the Effective
Time, with no limitations, qualifications or restrictions on such rights, subject to applicable
federal securities laws and the terms of this Agreement. Such Shareholder has good title to the
Existing Trust
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Certificates and the Existing Shares listed on the signature page hereof, free and clear of
any Liens that would prohibit or otherwise limit the execution and delivery of this Agreement or,
except in the case of Liens held by third party banks (to the extent foreclosed upon by such
banks), the performance by such Shareholder of its obligations hereunder, and, except with respect
to the Existing Trust Certificates or the Existing Shares transferred in accordance with Section
3.1(a) hereof, such Shareholder will have good title to such Existing Trust Certificates or the
Existing Shares and any additional trust certificates of the Voting Trust or Acquiror Shares and
options to purchase trust certificates of the Voting Trust or Acquiror Shares acquired by it after
the date hereof and prior to the Effective Time, free and clear of any Liens that would prohibit or
otherwise limit the execution and delivery of this Agreement or, except in the case of Liens held
by third party banks (to the extent foreclosed upon by such banks), the performance by such
Shareholder of its obligations hereunder.
(c) No Violation. The execution and delivery of this Agreement by such Shareholder
does not, and the performance by such Shareholder of its obligations under this Agreement will not,
(i) to its knowledge, conflict with or violate any law, ordinance or regulation of any Governmental
Entity applicable to it or by which any of its assets or properties is bound or (ii) conflict with,
result in any breach of or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or require payment under, or result in the creation of any Lien on
its properties or assets pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation to which it is a party or by
which its or any of its assets or properties is bound, except for any of the foregoing as would not
reasonably be expected, either individually or in the aggregate, to materially impair the ability
of such Shareholder to perform its obligations hereunder.
(d) Voting Power. As of the date hereof, the Shareholders that are beneficiaries of
the Voting Trust own of record, and have the sole right to vote, the Existing Trust Certificates
constituting more than two thirds of the voting power of all the trust certificates issued by the
Voting Trust. As of the date hereof, the Voting Trust owns of record, and has the sole right to
vote, Acquiror Shares constituting more than a majority of the voting power of all the outstanding
Acquiror Shares.
(e) Voting Trust Agreement. The amended and restated voting trust agreement dated
April 29, 2000, the first amendment dated June 1, 2001 and the second amendment dated October 2004
disclosed to Company through the electronic data room are true and complete copies of the Voting
Trust Agreement.
(f) Reliance by Company. Each Shareholder understands and acknowledges that Company
is entering into the Arrangement Agreement in reliance upon the execution and delivery of this
Agreement by such Shareholder.
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ARTICLE III
OTHER COVENANTS
3.1 Further Agreements of the Shareholders. (a) Except as would not materially
impact the operation of this Agreement, each Shareholder hereby agrees, while this Agreement is in
effect, and except as expressly contemplated hereby, not to sell, transfer, pledge, encumber,
assign, distribute, gift or otherwise dispose of (collectively, a “Transfer”), or enforce the
execution of the provisions of any redemption, share purchase or sale, recapitalization or other
agreement with Acquiror or any other person with respect to the Trust Certificates or the Shares or
enter into any contract, option or other arrangement or understanding with respect to any Transfer
(whether by actual disposition or effective economic disposition due to hedging, cash settlement or
otherwise) of, any of the Existing Trust Certificates or Existing Shares, any additional trust
certificates of the Voting Trust or Acquiror Shares and options to purchase trust certificates of
the Voting Trust or Acquiror Shares acquired beneficially or of record by such Shareholder after
the date hereof, or any interest therein, in each case, without the prior written consent of
Company.
(b) In case of a stock dividend or distribution, or any change in Acquiror Shares by reason
of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares
or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all
such stock dividends and distributions and any securities into which or for which any or all of the
Shares may be changed or exchanged or which are received in such transaction.
(c) Each Shareholder agrees, while this Agreement is in effect, to notify Company promptly in
writing of (i) the number of any additional trust certificates of the Voting Trust or Acquiror
Shares, any additional options to purchase trust certificates of the Voting Trust or Acquiror
Shares or other securities of Acquiror acquired by such Shareholder, if any, after the date hereof,
and (ii) with respect to the subject matter contemplated by Section 3.1(d), any such inquiries or
proposals which are received by, any such information which is requested from, or any such
negotiations or discussions which are sought to be initiated or continued with, such Shareholder.
(d) Except for actions taken in an individual’s capacity as a director of Acquiror (which
shall be governed by the terms of the Arrangement Agreement), each of the Shareholders agrees,
while this Agreement is in effect, not to, nor to cause any investment banker, financial adviser,
attorney, accountant or other representative or agent of such Shareholder to, directly or
indirectly, (i) knowingly initiate, solicit or encourage, directly or indirectly, any inquiries or
the making of any proposal to acquire the Shares or (ii) knowingly engage in any negotiations
concerning, or provide any confidential information or data to, or have any discussions with, any
person relating to any proposal to acquire the Shares, or otherwise facilitate any efforts or
attempt to make or implement any proposal to acquire the Shares. Without limiting the foregoing,
it is understood that any violation of the restrictions set forth in the preceding sentence by an
investment
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banker, financial advisor, attorney, accountant or other representative or agent of a a
Shareholder shall be deemed to be a violation of this Section 3.1(d) by such Shareholder.
(e) Each of the Trustees and the Shareholders agrees, while this Agreement is in effect, not
to (i) take, agree or commit to take any action that would make any representation and warranty of
such Trustee or Shareholder, as applicable, contained in this Agreement inaccurate in any material
respect as of any time during the term of this Agreement or (ii) agree or commit to take any action
necessary to prevent any such representation or warranty from being inaccurate in any material
respect at any such time.
(f) To the extent permitted by the Voting Trust Agreement, each of the Trustees and the
Shareholders agrees, while this Agreement is in effect, not to appoint any additional trustee under
the Voting Trust Agreement unless prior to such appointment, (i) such Trustee or Shareholder
provides to Company prior written notice at least 5 days prior to the date of such appointment, and
(ii) such Person who will be appointed as a trustee under the Voting Trust Agreement agrees in
writing, in form and substance reasonably acceptable to Company, to be subject to the terms and
conditions of this Agreement (including, without limitation, the voting obligations hereunder) and
to be bound by the terms and conditions of this Agreement.
(g) To the extent permitted by the Voting Trust Agreement, each of the Trustees and the
Shareholders agrees, while this Agreement is in effect, not to amend the Voting Trust Agreement in
a manner that adversely affects the ability of such Trustee or Shareholder to comply with its
obligations under this Agreement and, in any event, such Trustee or Shareholder shall provide to
Company written notice at least 5 days prior to the effective date of any amendment to the Voting
Trust Agreement.
ARTICLE IV
MISCELLANEOUS
4.1 Termination. This Agreement shall terminate upon the earliest to occur of (a) the
Effective Time, (b) the date and time of termination of the Arrangement Agreement by either or both
of Company and Acquiror pursuant to Section 6.1 of the Arrangement Agreement and (c) the date and
time that the Board of Directors of Acquiror effects a Change of Recommendation and recommends a
Superior Proposal pursuant to Section 4.10 of the Arrangement Agreement. Upon such termination, no
party shall have any further obligations or liabilities hereunder; provided, however, such
termination shall not relieve any party from liability for any willful breach of this Agreement
prior to such termination.
4.2 Further Assurances. From time to time, at the other party’s request and without
further consideration, each party shall execute and deliver such additional documents and take all
such further action as may be reasonably necessary or desirable to
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consummate the transactions contemplated by the Arrangement Agreement and this Agreement.
4.3 No Ownership Interest. Nothing contained in this Agreement shall be deemed to
vest in Company any direct or indirect ownership or incidence of ownership of or with respect to
any Trust Certificates or Shares. All rights, ownership and economic benefits of and relating to
the Trust Certificates or the Shares shall remain vested in and belong to the Trustees and the
Shareholders, and Company shall have no authority to manage, direct, superintend, restrict,
regulate, govern or administer any of the policies or operations of Acquiror or exercise any power
or authority to direct the Trustees and the Shareholders in the voting of any of the Trust
Certificates or the Shares, except as otherwise provided herein.
4.4 Notices. All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally, telecopied (with confirmation) or delivered by an
overnight courier (with confirmation) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
(a) if to Company to:
World Color Press Inc.
000 xx Xxxxxxxxxxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxx
XXXXXX X0X 0X0
Attention: Xxxx X. Xxxxxx Xx.
Facsimile: (000) 000-0000
000 xx Xxxxxxxxxxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxx
XXXXXX X0X 0X0
Attention: Xxxx X. Xxxxxx Xx.
Facsimile: (000) 000-0000
with a copy to:
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx Xx.
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx Xx.
and
Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxx
(b) if to the Trustees and the Shareholders to the addresses listed next to its/his/her name
on the signature page hereto.
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4.5 Interpretation. For purposes of this Agreement, (a) the words “including” and
“include” shall be deemed to be followed by the words “without limitation,” (b) the words “herein,”
“hereof,” “hereby,” “hereto” or “hereunder” refer to this Agreement as a whole, and (c) whenever
“knowledge” is used in this Agreement, it shall be deemed to mean the actual knowledge of the
Trustees and the Shareholders. Any reference to any supranational, national, state, provincial,
municipal or local law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context otherwise requires. Unless the context otherwise requires,
references in this Agreement (i) to Articles and Sections mean the Articles and Sections of this
Agreement and (ii) to an agreement, instrument or other document means such agreement, instrument
or other document as amended, supplemented and modified from time to time to the extent permitted
by the provisions thereof. Titles to Articles and headings of Sections are inserted for
convenience of reference only and shall not be deemed a part of or to affect the meaning or
interpretation of this Agreement. Notwithstanding the fact that this Agreement has been drafted or
prepared by one of the parties, each party confirms that both it and its counsel have reviewed,
negotiated and adopted this Agreement as the joint agreement and understanding of the parties. The
language used in this Agreement shall be deemed to be the language chosen by the parties to express
their mutual intent, and no rule of strict construction shall be applied against any party.
4.6 Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart. Such counterpart executions may be
transmitted to the parties by facsimile or electronic transmission, which shall have the full force
and effect of an original signature.
4.7 Entire Agreement. This Agreement (together with the Arrangement Agreement, to the
extent referred to herein) constitutes the entire agreement and supersedes all prior
understandings, agreements, representations or warranties, both written and oral, among the parties
with respect to the subject matter hereof.
4.8 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, U.S.A. without regard to any applicable principles of
conflicts of law, except to the extent mandatorily governed by the laws of Canada or the laws of
the State of Wisconsin, U.S.A.
4.9 Amendment. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto.
4.10 Enforcement. The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific
terms. It is accordingly agreed that the parties shall be entitled to seek specific performance of
the terms hereof, this being in addition to any other remedy to which they are entitled at law or
in equity. Each of the parties further
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agrees to waive any requirements for the securing or posting of any bond in connection with
obtaining any such equitable relief.
4.11 Severability. Any term or provision of this Agreement that is determined by a
court of competent jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all
cases so long as neither the economic nor legal substance of the transactions contemplated hereby
is affected in any manner materially adverse to any party or its shareholders or limited partners.
Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a
suitable and equitable substitute provision to effect the original intent of the parties.
4.12 Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the
rights, interests or obligations of any party hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors and permitted assigns.
This Agreement is not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.
[Signatures appear on following pages.]
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IN WITNESS WHEREOF, the parties hereto have signed or have caused this Agreement to be signed
by their respective officers or other authorized persons thereunto duly authorized as of the date
first written above.
| WORLD COLOR PRESS INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Chairman and Chief Executive Officer | |||
Signature Page for Voting and Support Agreement
Counterpart Signature Page
IN WITNESS WHEREOF, each of the Trustees and the Shareholders has executed this Agreement as
of the date first written above. The next subsequent pages of this Agreement, which contain
details of the number of Shares owned beneficially and of record by each of the Shareholders, the
voting power of the Trust Certificates owned of record by each of the Shareholders, and the
addresses of the Trustees and the Shareholders for notices, are hereby incorporated in this
signature page by reference.
| VOTING TRUST TRUSTEES |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
| Xxxxxxxxx X. Xxxxxxxxx, Trustee | ||||
| By: | /s/ Xxxxx Xxxx Xxxxxxxxx | |||
| Xxxxx Xxxx Xxxxxxxxx, Trustee | ||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx-Xxxxxx | |||
| Xxxxxxxxx X. Xxxxxxxxx-Xxxxxx, Trustee | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Xxxxx Xxxxx, Trustee | ||||
| SHAREHOLDERS: Quad/Graphics, Inc. Voting Trust |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
| Xxxxxxxxx X. Xxxxxxxxx, as Trustee | ||||
| By: | /s/ Xxxxx Xxxx Xxxxxxxxx | |||
| Xxxxx Xxxx Xxxxxxxxx, as Trustee | ||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx-Xxxxxx | |||
| Xxxxxxxxx X. Xxxxxxxxx-Xxxxxx, as Trustee | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Xxxxx Xxxxx, as Trustee | ||||
| Xxxxx X. Xxxxxxxxx 1998 Trust- Unrestricted |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
| Xxxxxxxxx X. Xxxxxxxxx, as Trustee | ||||
| By: | /s/ Xxxxx Xxxx Xxxxxxxxx | |||
| Xxxxx Xxxx Xxxxxxxxx, as Trustee | ||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Xxxx X. Xxxxxx, as Trustee | ||||
| Xxxxx X. Xxxxxxxxx 1998 Trust — Restricted |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
| Xxxxxxxxx X. Xxxxxxxxx, as Trustee | ||||
| By: | /s/ Xxxxx Xxxx Xxxxxxxxx | |||
| Xxxxx Xxxx Xxxxxxxxx, as Trustee | ||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Xxxx X. Xxxxxx, as Trustee | ||||
| Xxxxx X. Xxxxxxxxx C.L.A.T. — Restricted |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
| Xxxxxxxxx X. Xxxxxxxxx, as Trustee | ||||
| By: | /s/ Xxxxx Xxxx Xxxxxxxxx | |||
| Xxxxx Xxxx Xxxxxxxxx, as Trustee | ||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Xxxx X. Xxxxxx, as Trustee | ||||
TRUSTEES
Xxxxxxxxx X. Xxxxxxxxx, Trustee
Address for notices:
|
c/o Quad/Graphics, Inc. | |
| Corporate Headquarters | ||
| N63 X00000 Xxxxx Xxx. 00 | ||
| Xxxxxx, Xxxxxxxxx 00000 | ||
| Attention: J. Xxxx Xxxxxxxxx | ||
| Facsimile: (000) 000-0000 | ||
| (with a copy to) | ||
| Xxxxx & Lardner LLP | ||
| 000 Xxxx Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxx, Xx. | ||
| Xxx X. Xxxxxxx | ||
| Facsimile: (000) 000-0000 |
Xxxxx Xxxx Xxxxxxxxx, Trustee
Address for notices:
|
c/o Quad/Graphics, Inc. | |
| Corporate Headquarters | ||
| N63 X00000 Xxxxx Xxx. 00 | ||
| Xxxxxx, Xxxxxxxxx 00000 | ||
| Attention: J. Xxxx Xxxxxxxxx | ||
| Facsimile: (000) 000-0000 | ||
| (with a copy to) | ||
| Xxxxx & Xxxxxxx LLP | ||
| 000 Xxxx Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxx, Xx. | ||
| Xxx X. Xxxxxxx | ||
| Facsimile: (000) 000-0000 |
Xxxxxxxxx X. Xxxxxxxxx-Xxxxxx, Trustee
Address for notices:
|
c/o Quad/Graphics, Inc. | |
| Corporate Headquarters | ||
| N63 X00000 Xxxxx Xxx. 00 | ||
| Xxxxxx, Xxxxxxxxx 00000 | ||
| Attention: J. Xxxx Xxxxxxxxx | ||
| Facsimile: (000) 000-0000 | ||
| (with a copy to) | ||
| Xxxxx & Lardner LLP | ||
| 000 Xxxx Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxx, Xx. | ||
| Xxx X. Xxxxxxx | ||
| Facsimile: (000) 000-0000 |
| Xxxxx Xxxxx, Trustee | ||
Address for notices:
|
c/o Quad/Graphics, Inc. | |
| Corporate Headquarters | ||
| N63 X00000 Xxxxx Xxx. 00 | ||
| Xxxxxx, Xxxxxxxxx 00000 | ||
| Attention: J. Xxxx Xxxxxxxxx | ||
| Facsimile: (000) 000-0000 | ||
| (with a copy to) | ||
| Xxxxx & Xxxxxxx LLP | ||
| 000 Xxxx Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxx, Xx. | ||
| Xxx X. Xxxxxxx | ||
| Facsimile: (000) 000-0000 |
SHAREHOLDERS
Quad/Graphics, Inc. Voting Trust
Number of Shares
owned beneficially
and of record:
|
Directly: 10,292,603 shares, of which 10,046 shares are Class A Common Stock and 10,282,557 are Class B Common Stock | |
| Indirectly: None | ||
Number of Trust Certificates
owned of record:
|
Not applicable. | |
Address for notices:
|
c/o Quad/Graphics, Inc. | |
| Corporate Headquarters | ||
| N63 X00000 Xxxxx Xxx. 00 | ||
| Xxxxxx, Xxxxxxxxx 00000 | ||
| Attention: J. Xxxx Xxxxxxxxx | ||
| Facsimile: (000) 000-0000 | ||
| (with a copy to) | ||
| Xxxxx & Xxxxxxx LLP | ||
| 000 Xxxx Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxx, Xx. | ||
| Xxx X. Xxxxxxx | ||
| Facsimile: (000) 000-0000 |
Xxxxx X. Xxxxxxxxx 1998 Trust- Unrestricted
Number of Shares
owned beneficially
and of record:
|
Directly: None. Indirectly: 2,502,335 shares, of which 10,046 shares are Class A Common Stock and 2,492,289 are Class B Common Stock. |
|
Trust Certificates
owned of record:
|
Trust Certificates representing 24.31% of voting power in the Voting Trust | |
Address for notices:
|
c/o Quad/Graphics, Inc. | |
| Corporate Headquarters | ||
| N63 X00000 Xxxxx Xxx. 00 | ||
| Xxxxxx, Xxxxxxxxx 00000 | ||
| Attention: J. Xxxx Xxxxxxxxx | ||
| Facsimile: (000) 000-0000 | ||
| (with a copy to) | ||
| Xxxxx & Lardner LLP | ||
| 000 Xxxx Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxx, Xx. | ||
| Xxx X. Xxxxxxx | ||
| Facsimile: (000) 000-0000 |
Xxxxx X. Xxxxxxxxx 1998 Trust — Restricted
Number of Shares
owned beneficially
and of record:
|
Directly: 354,379 shares of Class B Common Stock. | |
| Indirectly: 2,334,951 shares of Class B Common Stock. | ||
Trust Certificates
owned of record:
|
Trust Certificates representing 22.69% of voting power in the Voting Trust | |
Address for notices:
|
c/o Quad/Graphics, Inc. | |
| Corporate Headquarters | ||
| N63 X00000 Xxxxx Xxx. 00 | ||
| Xxxxxx, Xxxxxxxxx 00000 | ||
| Attention: J. Xxxx Xxxxxxxxx | ||
| Facsimile: (000) 000-0000 | ||
| (with a copy to) | ||
| Xxxxx & Xxxxxxx LLP | ||
| 000 Xxxx Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxx, Xx. | ||
| Xxx X. Xxxxxxx | ||
| Facsimile: (000) 000-0000 |
Xxxxx X. Xxxxxxxxx C.L.A.T. — Restricted
Number of Shares
owned beneficially
and of record:
|
Directly: 713,670 shares of Class A Common Stock and 1,310,153 shares of Class B Common Stock. | |
| Indirectly: 2,283,204 shares of Class B Common Stock. | ||
Trust Certificates
owned of record:
|
Trust Certificates representing 22.18% of voting power in the Voting Trust | |
Address for notices:
|
c/o Quad/Graphics, Inc. | |
| Corporate Headquarters | ||
| N63 X00000 Xxxxx Xxx. 00 | ||
| Xxxxxx, Xxxxxxxxx 00000 | ||
| Attention: J. Xxxx Xxxxxxxxx | ||
| Facsimile: (000) 000-0000 | ||
| (with a copy to) | ||
| Xxxxx & Lardner LLP | ||
| 000 Xxxx Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxx, Xx. | ||
| Xxx X. Xxxxxxx | ||
| Facsimile: (000) 000-0000 |
