Proxy Advisory and Solicitation

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Strategic insights are developed through experience, grounded in years of practice, and watchful of current trends and events. Morrow is keenly attuned to the changes and challenges that you face today: changing security holder demographics, eroding shareholder loyalty, regulatory changes, and increased activism from influential groups and individuals.

In the specialized area of proxy solicitation, Morrow has a reputation for providing sound guidance and global insights that are designed to obtain the results clients desire. Through our years of experience, we have learned that the cornerstone of a successful solicitation is viewing it as a year-round commitment, not simply as a project. We work with our clients at the very early stages of planning for the shareholder meeting, and we proactively provide our clients with information on corporate governance, SEC and SRO rule changes, and emerging governance issues throughout the year.

The synergy and responsiveness of our solicitation teams are unparalleled. At Morrow, the people you partner with work directly on your project, and all our senior professionals have 15 to 40 years of experience.

Shareholder Meetings

Shareholder meetings, both annual and special, are familiar territory at Morrow. Our seasoned staff benefits from proven methodologies enabling us to devise and implement customized solutions for your organization’s unique requirements.

Our expert teams handle all aspects of your solicitation including an initial analysis of your shareholder profile, review and recommendations on your preliminary proxy statement to highlight issues that may cause a withhold or against recommendations from the proxy advisory firms (ISS, Glass Lewis, and Proxy Governance). We are also responsible for scheduling, coordinating the distribution of your solicitation package, soliciting votes from each of your shareholder constituencies and offering continual updates through to your shareholder meeting.

Proxy Contests

Morrow's experience in contested situations is extensive, having successfully represented both management and dissidents in hundreds of contests, with a very high degree of success. In the past three years alone, we have been successful in almost 85% of the proxy fights in which we were involved. This success is the result of three fundamental factors:

• Our experience with the widest range of proxy situations
• Our in-depth knowledge of the inner-workings of "the Street" and of the proxy process
• Our dedicated team structure and the extensive infrastructure for creating and executing strategic plans

For each proxy fight, we draw the people and resources from our strategic consulting, solicitation and shareholder surveillance groups in order to provide the client with a balanced, integrated and experienced team that will maximize the likelihood of the desired outcome.

M & A

Morrow has considerable experience with merger-related solicitations. In the past two years alone, we have advised on more than 100 companies on merger-related solicitations. We have also worked as information agent on over 50 tender offers during the last two years. These are often very large and complex transactions that require the ability to draw resources throughout the firm. For example, we worked on the successful Citigroup exchange offer which involved 18 different securities (common and preferred) worth over $25 billion, and held by more than 1 million shareholders. This transaction involved an exchange and a simultaneous solicitation that required voting by both common and preferred shareholders. In addition, we have provided advisory and solicitation services for over 80 special purpose acquisition companies (SPACs) in the past two years.

As a result, we are very familiar with M & A transactions, and very knowledgeable as to the dynamics of a solicitation in a merger context.

Mutual Fund Proxy Solicitation

Morrow & Co. is a world leader in security-holder services. Morrow offers a true turnkey proxy services solution for mutual fund companies. The main features of the Morrow approach are proxy planning assistance and strategic analysis. Morrow professionals will utilize their extensive experience to craft a proxy plan that will maximize results and minimize your cost. Included in your customized plan are the following services:

• Project Management
• Mailing
• Tabulation
• Solicitation

Our expert team handles all aspects of your mail and phone solicitation including scheduling, recommending the most effective way to present your proxy materials, managing the distribution of your solicitation package and establishing telephone and Internet voting.

SPAC Proxy Solicitation and Identification

Morrow has unparalleled experience with SPAC proxy solicitations. We have handled over 80% of all the SPAC solicitations in recent years. We offer a customized proxy solicitation and shareholder identification program that is critical to the successful completion of SPAC shareholder meetings. Morrow is well aware of the challenges and the accelerated deadlines you will face in getting the vote. We have successfully handled the vast majority of SPAC deals in the industry, and we bring this expertise and knowledge base to work for you.

Consent Solicitations

While consent solicitations are in many ways like proxy solicitations, there are both distinct and subtle differences. Morrow is well attuned to these differences and the nuances of a consent solicitation, such as setting record dates, timing, and approach.

In a contested consent solicitation, or revocation of consent, our integrated fight team (strategic consulting, solicitation and shareholder surveillance groups) provides consultation, guidance and execution.

Operational Services/Logistic

Morrow is a comprehensive provider with an integrated infrastructure for distribution, voting tabulation and information agent services. Our in-house resources include:

• Data processing
• Tabulation
• Inspector of election services
• A dedicated distribution and fulfillment center

Telecommunications & Technology

The Morrow Call Center, located in Dallas, Texas, employs state-of-the-art telecommunications technology, including predictive dialing that allows for large-scale and cost-efficient outbound campaigns. The call center also features intelligent skills-based call routing for both inbound and outbound calls. This allows a specific agent to be assigned to place and receive calls requiring their particular skill level and training. Our advanced records management technology enables the dedicated Morrow Proxy Teams to strategically focus the calling campaign on the targeted holders most likely to get the vote! This focused approach enables the solicitation center to enjoy a remarkable record of success.

Shareholders today are more technologically savvy than the general public. Morrow & Co. recognizes this and utilizes seamless technology and processes that enables contact with your shareholders. Once we make contact, we can act to help shareholders vote quickly and easily using our Direct Phone Vote (DPV) technology that enables us to take votes over the phone. Our knowledge over the past 4 decades is applied, and we know how best to get the vote!