Nominations by registered shareholders will be considered by the Committee if submitted in writing to the Corporate Secretary (either by mail or in person) at least 120 days prior to the annual meeting of shareholders, or, with respect to an election to be held at a special meeting of shareholders for the election of directors, on the close of business on the seventh day following the earlier of (i) the date on which notice of such meeting was first given to shareholders; or (ii) the date on which a public announcement of such meeting was first made.

Each shareholder nomination must include:

• The name and address of each shareholder of record who intends to appear in person or by proxy to make the nomination;
• The name and address of each person being nominated;
• A description of all arrangements or understandings between the shareholder(s) submitting the nomination and the nominee(s) and any other person(s) (including the name of such person(s)) concerning the nomination (s) to be made by the shareholder(s);
• Such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and
• The consent of each nominee to serve as a director of the Company if elected.

In evaluating the qualifications of proposed candidates for nomination to the board, including candidates recommended by registered shareholders, the Committee will consider the following factors:

Minimum qualifications

• The Committee will not nominate any person to the Board of Directors if, in the opinion of the Committee:
• Actual or apparent conflicts of interest exist that would substantially interfere with the ability of such person to fulfill his or her duties as a director;
• The person would not, or could not, effectively represent the best interests of the Company and its shareholders;
• Board service would be prohibited under any applicable law or regulation, including, but not limited to, rules prohibiting interlocking directorships;
• The nomination did not comply with the requirements of the Company's Certificate of Incorporation with respect to nominations by shareholders.

In addition to the minimum qualifications outlined above, in evaluating proposed nominees, the Committee will consider the following factors:

• Whether, in the opinion of the Committee, the nominee exhibits personal qualities, including personal and professional integrity, judgment and collegiality, that will ensure that the nominee will work effectively with the rest of the Board in serving the long-term best interests of the Company and its shareholders;
• The skills, personal attributes and professional qualifications of the nominee, in light of the total mix of skills, personal attributes and professional qualifications found within the Board as a whole;
• The extent to which the nominee would enhance the diversity of perspective and life experience among members of the Board;
• Whether, in the opinion of the Committee, the nominee has demonstrated a commitment to the betterment of the communities served by the Company;
• Whether the nominee would be considered "independent" for purpose of service on the Board or any of its committees. Lack of independence shall not, by itself, render a candidate unqualified for Board service; however, it is the Board's intention that a substantial majority of Board members shall at all times qualify as "independent" under NASDAQ listing standards and any other applicable laws or regulations