|Q:||Who will count the votes?
|A:||One or more inspectors of election will tabulate the votes.|
|Q:||Is my vote confidential?
|A:||Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled
in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to anyone else, except:
(1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the vote;
or (3) to facilitate a successful proxy solicitation.|
|Q:||Who will bear the cost of soliciting votes for the
|A:||The Company is making this solicitation and will pay the entire cost of preparing, assembling,
printing, mailing and distributing these proxy materials. Certain of our directors, officers and employees, without any additional
compensation, may also solicit your vote in person, by telephone or by electronic communication. On request, we will also reimburse
brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy
and solicitation materials to shareholders.|
|Q:||May I propose actions for consideration at next year’s
annual meeting of shareholders?
|A:||You may submit proposals for consideration at future shareholder meetings. However, in order for
a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the annual meeting next year,
the written proposal must be received by the Secretary of the Company no later than June 25, 2018. Such proposals also will need
to comply with SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
regarding the inclusion of shareholder proposals in company-sponsored proxy materials.|