QUAD/GRAPHICS, INC. AMENDED AND RESTATED VOTING TRUST AGREEMENT Dated as of June 25, 2010Voting Trust Agreement • July 9th, 2010 • Quad/Graphics, Inc. • Commercial printing • Wisconsin
WHEREAS, Quad/Graphics, Inc., a Wisconsin corporation (the “Company”) has asked for shareholder approval to enter the transactions contemplated by the Arrangement Agreement, dated as of January 25, 2010, with World Color Press Inc., pursuant to which the Company will acquire World Color Press in an amalgamation under Canadian law as part of a Plan of Arrangement, including, without limitation, the acquisition of World Color Press and the issuance of shares of Quad/Graphics Class A common stock in connection with the acquisition and as contemplated by the Arrangement Agreement.
