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The Class B directors will be elected by a plurality of the votes cast by the holders of the Class B shares. The ratification of the
auditors and other matters submitted to the Annual Meeting that would not require a separate class vote by law may be adopted
by a majority of the Class A shares and Class B shares, voting together as a single class, cast in favor of or against the proposal,
a quorum of holders of Class A shares and Class B shares being present.
Shares held in a brokerage account or by another nominee are considered held in “street name” by the shareholder. A broker or
nominee holding shares for a shareholder in “street name” may not vote in the election of directors, unless the broker or nominee
receives specific voting instructions from the shareholder. As a result, absent specific instructions, brokers or nominees may not
vote a shareholder’s shares on Proposal 1, the election of directors. Such shares will be considered “broker non-votes” for such
proposal. Broker non-votes in connection with the election of one or more nominees for director will not constitute a vote cast and
will therefore have no effect on the outcome of the vote. In addition, with respect to Proposal 1, the election of directors, a
"withhold" vote will not constitute a vote cast and therefore will not affect the outcome of the vote on the election of directors. In
accordance with New York law, abstentions and broker non-votes are also not counted in determining the votes cast in favor of or
against Proposal 2, the ratification of the selection of Ernst & Young LLP as independent auditors of the Company for the 2022
fiscal year, and therefore will not affect the outcome of such vote.
Additionally, if you hold your shares in a brokerage account or by another nominee, since you are not the shareholder of record,
in order to vote these shares in person at the Annual Meeting you must obtain a legal proxy from your broker or other nominee.
Therefore, it is particularly important for shareholders holding shares in “street name” to instruct their brokers as to
how they wish to vote their shares.
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