MATTHEWS INTERNATIONAL CORP

AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED BY-LAWS TO LIMIT THE PERSONAL LIABILITY OF THE COMPANY’S OFFICERS FOR MONETARY DAMAGES

On September 26, 2023 (the “Amendment Date”), the Board approved an amendment and restatement of the Company’s Amended and Restated By-laws, which included, among other things, an amendment to provide for a limit on the personal liability of the Company’s officers for monetary damages (the “Officer Exculpation Amendment”), pursuant to Section 1735 of the Pennsylvania Business Corporation Law (as amended, the “BCL”). As such, the Board is submitting the Officer Exculpation Amendment for approval by shareholders of the Company.

Background

In accordance with Section 1713 of the BCL, prior to the Amendment Date, the Company’s Amended and Restated By-laws provided that, to the fullest extent of the law, the directors of the Company shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under the Company’s Restated Articles of Incorporation, Amended and Restated By-laws or applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Historically, the BCL has not authorized the limitation of liability of officers in a comparable manner.

Changes to the BCL that became effective on January 2, 2023 included the addition of a new Section 1735, which authorizes shareholders to adopt an exculpation provision similar to the limitation of liability that has historically been available for directors. When the liability of directors has been permitted to be limited and the liability of officers has not, shareholder plaintiffs have employed a tactic of bringing certain claims (that would otherwise be unable to be pursued against directors) against individual officers to avoid dismissal of such claims. The addition of Section 1735 addresses this inconsistent treatment between officers and directors and addresses rising litigation and insurance costs for shareholders.

The Board believes that adopting the Officer Exculpation Amendment is in the best interests of the Company and its shareholders. Accordingly, the Board has unanimously approved, subject to shareholder approval, an amendment to Section 6.01 of the Amended and Restated By-laws that would provide for exculpation of the Company’s officers as permitted by Section 1735 of the BCL. The Board has also adopted resolutions recommending that the amendment be submitted to shareholders and recommending that shareholders approve the amendment.

The amended Section 6.01 of the Amended and Restated By-laws is set forth as Appendix A to this Proxy Statement. As permitted by Section 1735 of the BCL, the proposed amendment also clarifies the effect of any amendment, repeal, adoption or modification of such exculpation on the rights or protections of a current or former director existing at the time of such amendment, repeal, adoption or modification.

The affirmative vote of a majority of the shares cast at the meeting and entitled to vote, a quorum being present, are required to approve the Officer Exculpation Amendment. Abstentions and broker non-votes will have the effect of a vote cast “against” the proposal.

If approved, the Officer Exculpation Amendment would become effective immediately, and the amendment of Section 6.01 of the Amended and Restated By-laws attached as Appendix A to this Proxy Statement would be implemented.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR THE APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS TO LIMIT THE LIABILITY OF THE COMPANY’S OFFICERS FOR MONETARY DAMAGES. The proxy holders will vote your proxy FOR this item unless you give instructions to the contrary on the proxy card.