FIRST INTERSTATE BANCSYSTEM INC

Approval of Increase in the Number of Shares Authorized for

Issuance under the First Interstate BancSystem, Inc., 2023

Equity and Incentive Plan.

On February 27, 2024, the Board approved an amendment to our 2023 Equity and Incentive Plan, or the

Plan, to increase the number of shares authorized for issuance under the Plan by an additional

4,000,000 shares of common stock, subject to approval of shareholders (the “Plan Amendment”). In

increasing the number of shares authorized for issuance under the Plan from approximately 1,927,478

(inclusive of outstanding awards under the Plan) to 5,927,478, we intend to provide sufficient capacity

for the continued administration of the Plan, based on current practices, over the next five years.

Should shareholder approval not be obtained, the Plan Amendment will not be implemented and the

total number of shares authorized for issuance under the Plan would remain approximately 1,927,478.

The Plan will, however, continue to remain in effect, and Awards will continue to be granted under the

Plan to all eligible participants, as in effect immediately prior to the Plan Amendment, until all the

shares available for issuance under the Plan (which, as of March 22, 2024, was only 621,325 shares)

have been issued, or until the Plan terminates on its currently scheduled expiration date.

Principal Features of the Plan

The material terms and provisions of the Plan, as amended, are summarized below. The summary,

however, is not intended to be a complete description of all the terms of the amended Plan and is

qualified in its entirety by reference to the complete text of the previously filed Plan, as amended.

The purpose of the Plan is to advance the interests of our shareholders by enabling us to attract and

retain the types of individuals who will contribute to our long-term success, provide incentives that

align the interests of such individuals with those of our shareholders, and promote the success of our

business.

The Plan is designed to provide us with flexibility to select from among various equity-based and

performance compensation methods, and to be able to address changing accounting and tax rules and

corporate governance practices by optimally utilizing performance-based compensation.

The Plan permits awards of incentive stock options, non-qualified stock options, stock appreciation

rights, restricted stock, restricted stock units and performance awards as described below.

Awards and grants under the Plan are referred to as “Awards.” Those eligible for Awards under the

Plan are referred to as “Participants.” Participants include any employee, consultant or director who is

designated by the Board or a committee of the Board to receive one or more Awards under the Plan. In

2023, there were approximately 670 persons eligible to be Participants.

Shares Available for Issuance

As of March 22, 2024, approximately 621,325 shares of common stock were available for new grants

under our Plan and there were approximately 1,306,153 shares of our common stock subject to

outstanding Awards under the Plan. In addition to the Plan, we also have outstanding Awards under an

older plan, the First Interstate BancSystem, Inc. 2015 Equity and Incentive Plan (the “2015 Plan”).

There are no shares of common stock available for new grants under the 2015 Plan.

If shareholders approve the Plan Amendment, the maximum number of shares reserved for issuance

under the Plan will be increased from approximately 1,927,478 to 5,927,478.

The Plan also prohibits the recycling of shares tendered in payment of a stock option exercise price, or

delivered or withheld to satisfy tax withholding obligations, or covered by a stock-settled stock

appreciation right or stock option that was not issued upon the settlement of the Award. These shares

will not again be available for issuance under the Plan.

Administration and Eligibility

The Plan is administered by the Compensation and Human Capital Committee of the Board (the

“Committee”), provided that the Board may itself exercise or delegate to any other person or

committee any of the authority granted to the Committee with respect to the Plan.

The Committee may establish procedures such that Awards to “covered employees and officers” will

comply with the exemption requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), in which case the Awards will be determined and made by a

subcommittee consisting solely of two or more “non-employee directors” within the meaning of Rule

16b-3 of the Exchange Act.

The administrator of the Plan, whether it is the Committee or the Board, has the exclusive authority to

construe and interpret the Plan, including the authority to (i) determine to whom Awards will be

granted, the timing, manner and nature of Awards granted, the number of shares to be subject to any

Award, the purchase price, exercise price, medium of payment and vesting provisions of any Award,

(ii) designate Awards as performance Awards and select performance criteria and/or performance

goals with respect to such Award, (iii) modify the time and/or manner of vesting, or the term of any

outstanding Award subject to Participant’s consent, (iv) determine the duration and purpose of leaves

of absence which may be granted to grantees without constituting termination of service for purposes

of the Plan, (v) make decisions with respect to outstanding Awards upon a change of control or other

triggering event, and (vi) all other discretionary determinations necessary or advisable for

administration of the Plan. The Committee’s discretionary determination will be final, binding, and

conclusive on all parties. Members of the Committee are appointed by and serve at the pleasure of the

Board and may be removed by the Board at its discretion.

We have agreed to indemnify and hold harmless each person who is or was a member of the Committee

or the Board against and from (a) any loss, cost, liability or expense that may result from any claim,

action, suit or proceeding to which such person may be a party, or in which such person may be

involved, by reason of any action taken or failure to act under the Plan, and (b) all amounts paid by

such person in settlement thereof, with our approval, or paid by such person, in satisfaction of

judgment in any such action, suit or proceeding against such person, provided such person shall give us

an opportunity, at our own expense, to handle and defend the action, suit or proceeding before such

person undertakes to handle and defend it on such person’s own behalf.

Terms and Conditions of Awards

The Plan allows us to grant incentive stock options, non-qualified stock options, stock appreciation

rights, restricted stock, performance stock, restricted stock units and performance Awards.

Stock Options. A stock option is the right to purchase a specified number of shares of our common

stock in the future at a specified exercise price and subject to other terms and conditions specified in

the option agreement and the Plan. Stock options granted under the Plan will be either “incentive

stock options,” which are intended to receive special tax treatment under the Internal Revenue Code

(the “Code”) or options other than incentive stock options (referred to as “non-qualified stock

options”), as determined by the Committee and stated in the applicable option agreement. The

exercise price of any stock option must be at least equal to the fair market value of the common stock

on the date of the grant. The exercise price of any incentive stock option granted to shareholders who

own greater than 10% of our voting stock must be at least equal to 110% of the fair market value of the

common stock on the date of the grant. At the time of grant, the Committee, in its sole discretion, will

determine when stock options are exercisable and when they expire, provided the term cannot exceed

ten years (five years for incentive stock options granted to shareholders who own greater than 10% of

our voting stock). Each stock option shall be evidenced by a stock option agreement that shall state

whether it is an incentive stock option or a non-qualified stock option, the option exercise price, the

duration of the stock option, the number of shares of common stock to which the stock option

pertains, the vesting schedule of the stock option and such other terms and conditions as may be

determined from time to time by the Committee. For purposes of the Plan, “fair market value” means

the closing sale price for the primary trading session in the principal U.S. market for the Company’s

common stock on the first trading day immediately prior to the date of grant.

The purchase price for any shares purchased pursuant to exercise of a stock option granted under the

Plan must be paid in full upon exercise of the stock option either in cash, or, in the discretion of the

Committee and upon such terms and conditions as it may approve (in the case of incentive stock

options, such determination shall be made at the time of grant), the exercise price may be paid by (a)

transferring to the Company shares of previously acquired common stock, at their fair market value on

the date of delivery, (b) through a “cashless” exercise program established with a broker, (c) with

respect to non-qualified stock option only, by a reduction in the number of shares of common stock

otherwise deliverable upon exercise of the non-qualified stock option, (d) by a combination of these

methods, or (e) in such other manner as the Committee may determine. No fractional shares may be

tendered or will be accepted in payment of the purchase price upon exercise. The foregoing

alternatives are, however, subject to any applicable limitations on loans to officers and to applicable

“insiders” and other trading rules and regulations of the Securities and Exchange Commission.

No incentive stock option may be granted to an optionee, which, when combined with all other

incentive stock options becoming exercisable in any calendar year that are held by that optionee,

would have an aggregate fair market value in excess of $100,000 (or such other limit as then in effect

under the Code), as determined at the time of grant. In the event an optionee is awarded $100,000 in

incentive stock options which all vest in the same calendar year, any incentive stock options in excess

of $100,000 which vest during the same year will be treated as non-qualified stock options.

Non-qualified stock options may, in the sole discretion of the Committee, be transferable to a

permitted transferee, upon written approval of the Committee to the extent provided in the Award

agreement. If the Award agreement so provides, then non-qualified stock options are generally

transferable to family members by gift or by will or the laws of descent and distribution.

Stock options granted under the Plan are exercisable at such times and shall be subject to such

restrictions and conditions as the Committee shall in each instance approve, which need not be the

same for all Participants.

Stock Appreciation Rights. Stock appreciation rights (“SARs”) are subject to the terms and conditions

set by the Committee and may be granted on a stand-alone basis (“free-standing rights”) or in tandem

with stock options granted under the Plan (“related rights”). A SAR granted under the Plan entitles its

holder to receive, at the time of exercise, an amount per SAR equal to the excess of the fair market

value at the date of exercise of a share of our common stock over a specified exercise price fixed by

the Committee. Payment may be made in cash, shares of common stock, or in any combination of the

two, as determined by the Committee.

The exercise price of a free-standing right shall not be less than 100% of the fair market value of one

share of common stock on the date of grant of the SAR. A related right will have the same exercise

price, is transferable upon the same terms and conditions and is exercisable only to the same extent as

the related stock option. Upon the exercise of a related right, the number of shares of common stock

for which any related stock option is exercisable will be reduced by the number of shares for which the

related right has been exercised.

Restricted Stock. Restricted stock consists of shares of common stock that are transferred or sold to a

Participant but are subject to substantial risk of forfeiture and to restrictions on their sale or other

transfer by the Participant. The Committee determines the eligible Participants to whom, and the time

or times at which, grants of restricted stock will be made, the number of shares of common stock to be

granted, the price to be paid, if any, the time or times within which the shares of common stock

covered by such grants will be subject to forfeiture, the time or times at which the restrictions will

terminate, and all other terms and conditions of the Awards. Restrictions or conditions could include,

but are not limited to, the attainment of performance goals, continuous service with the Company, the

passage of time or other restrictions or conditions determined by the Committee. Unless otherwise

provided in the Award agreement, the restricted stock Participants generally have the rights and

privileges of a shareholder, including the right to vote and receive dividends on the restricted stock. In

the event a restricted stock Participant is entitled to receive dividends on the restricted stock, the

right to such dividends will be subject to the same restrictions applicable to the restricted stock and

such dividends will be distributed only upon the release of the restrictions on the applicable restricted

stock to which the dividends relate.

Restricted Stock Units. Restricted stock units (“RSUs”) are hypothetical common stock units that have

a value equal to the fair market value of an identical number of shares of our common stock and

entitle the Participant to payment in cash or shares of common stock upon the expiration of the

restricted period. The Committee determines the eligible Participants to whom, and the time or times

at which, grants of RSUs will be made, the number of RSUs to be granted, the time or times at which

the restrictions will terminate, the time or times at which settlement or payment of the RSUs will be

made and all other terms and conditions of an RSU Award. A Participant has no voting rights with

respect to RSUs. RSUs awarded to Participants are subject to forfeiture until the expiration of the

restricted period including satisfaction of any applicable performance goals during such period.

Restrictions or conditions could include, but are not limited to, the attainment of performance goals,

continuous service with the Company, the passage of time or other restrictions or conditions

determined by the Committee. Upon the expiration of the restricted period, upon the payment date

specified in the RSU Award agreement, we will deliver to the Participant, or his or her beneficiary,

without charge, one share of common stock for each outstanding vested RSU and cash or, at the

discretion of the Committee, shares of common stock having a fair market value equal to any dividend

equivalents credited on the RSUs, if any; provided, however, that, if explicitly provided in the

applicable Award agreement, the Committee may, in its sole discretion, elect to pay cash or part cash

and part common stock in lieu of delivering only shares of common stock for vested RSUs.

Performance Awards. The Committee has the authority, at the time of grant of any Award described in

the Plan to designate such Award as a performance Award based on the Participant’s right to such

Award, including the grant, vesting or settlement of the Award being based on performance criteria

and/or goals determined by the Committee. The performance goals may consist of one or more

business or other criteria and a targeted level or levels of performance with respect to such criteria, as

specified by the Committee. The Committee may determine that performance Awards will be granted

and/or settled upon the achievement of any one performance goal or that two or more of the

performance goals must be achieved as a condition to grant, vesting and/or settlement of a

performance Award. Performance goals may be established on a Company-wide basis, or with respect

to one or more business units, divisions, subsidiaries, or business segments, as applicable and may

differ for performance Awards granted to any one Participant or to different Participants. All

determinations by the Committee as to the establishment of performance goals, the amount of any

potential individual performance Awards and the achievement of performance goals relating to

performance Awards will be made in writing.

Deferral of Awards

The Committee may establish one or more programs under the Plan to permit selected Participants the

opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of

performance criteria, or other event that absent the election would entitle the Participant to payment

or receipt of shares of common stock or other consideration under an Award. The Committee may

establish the election procedures, the timing of such elections, the mechanisms for payments of, and

accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred,

and such other terms, conditions, rules and procedures that the Committee deems advisable for the

administration of any such deferral program.

Effect of Certain Events on Awards

In the event of any material change in the outstanding shares of common stock by reason of any stock

dividend or split, combination or exchange of shares, recapitalization or other change in our capital

structure, the Committee shall make such substitution or adjustment as may be deemed equitable as

to (a) the number and kind of securities to be delivered under the Plan, (b) the number and kind of

securities subject to outstanding Awards, (c) the exercise price of any outstanding stock option or SAR

or (d) any other characteristics or terms of the Awards as it may determine necessary to preserve the

economic intent of Awards outstanding under the Plan. The Plan otherwise prohibits the repricing of

Awards without shareholder approval.

In the event of a change of control of the Company, the Committee may provide without further

consent or agreement by the Participant, that Awards will be assumed, or substantially equivalent

Awards will be substituted by the acquiring or succeeding corporation with appropriate adjustments as

to the number and kind of shares and prices. To the extent Awards are not assumed by the acquiring or

succeeding corporation, the Committee may provide either (a) that outstanding Awards will vest and

become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, prior to

or upon consummation of the change of control of the Company and to the extent not exercised, will

be terminated in connection with the change of control of the Company or (b) that outstanding Awards

will be terminated in exchange for an amount of cash and/or property, if any, equal to the amount

that would have been attained upon the exercise of such Award or realization of the Participant’s

rights as of the date of the occurrence of the change of control of the Company.

For purposes of the Plan, a change of control generally occurs when: (1) any corporation, person or

group obtains common stock that represents 50% or more of the then outstanding shares of common

stock of the Company or the combined voting power of the Company’s then outstanding voting

securities; (2) the majority of our directors that constituted our Board on February 28, 2023 (the

“Effective Date”) changes, subject to certain exceptions; (3) a reorganization, merger, statutory share

exchange or similar corporate transaction involving the Company that requires approval of the

Company’s shareholders occurs, unless following the transaction, (i) more than 50% of the voting power

of the surviving company, or, if applicable, a sufficient number of voting securities eligible to elect a

majority of the board of directors of the parent entity of the surviving entity, in either case, is held by

the same holders, in substantially the same proportion, of the voting securities as immediately prior to

the transaction, (ii) no person holds 50% or more of the voting power of the outstanding securities

eligible to elect members of the board of directors of the parent or surviving entity, or (iii) at least a

majority of the members of the board of directors of the parent or surviving company are the same as

those prior to the corporate transaction; or (4) one person, or more than one person acting as a group,

acquires or has acquired all or substantially all of the assets of the Company and its subsidiaries in one

or a series of transactions. A change of control does not include a transaction solely undertaken to

change the jurisdiction of the Company’s incorporation.

Unless otherwise provided in an Award agreement, or unless the Award has been terminated in

connection with a change in control of the Company, in the event of a Participant’s termination of

service by the acquiring or succeeding corporation without cause or by the Participant for good reason

during the 24-month period following a change of control of the Company, all outstanding stock

options and SARs will become immediately exercisable, the restricted period will expire immediately

with respect to all outstanding shares of restricted stock and RSUs, and all performance goals and

other vesting criteria will be deemed achieved at the greater of (i) 100% of target levels and (ii) actual

performance as of the date of the change of control, with respect to outstanding performance Awards.

Termination of Employment

Unless the applicable Award agreement provides otherwise, in the event of a Participant’s termination

of employment or service due to his or her death or disability, such Participant’s stock options and/or

related rights (to the extent exercisable at the time of such termination) will remain exercisable until

the date 12 months following such termination (but not beyond the original expiration of the term of

the stock option or related right) and thereafter will be canceled and forfeited to the Company. Unless

the applicable Award agreement provides otherwise, in the event of a Participant’s voluntary

termination of employment or service (and not due to such Participant’s death or disability), such

Participant’s stock options and/or related rights (to the extent exercisable at the time of such

termination) will remain exercisable until three months following such termination (but not beyond the

original term of the stock option or related right) and thereafter will be canceled and forfeited to the

Company. In the event of a Participant’s termination of employment or service for cause, such

Participant’s outstanding stock options and/or related rights will immediately be canceled and

forfeited to the Company, regardless if vested.

The vesting and/or forfeiture of any other type of Award in connection with a termination of

employment or service will be as provided for in the applicable Award agreement.

Amendment and Termination

The Board may amend, alter, suspend or terminate the Plan provided that no such amendment or

termination of the Plan or amendment of outstanding Awards may materially impair the previously

accrued rights of any recipient of an Award under the Plan without his or her written consent. The

Board is required, however, to obtain approval of the shareholders of any amendment of the Plan that

is required by law, rule or regulation, as determined by the Company.

The Plan will terminate on the 10-year anniversary of the Effective Date unless the Plan is terminated

earlier by our Board or due to delivery of all shares of common stock authorized for issuance under the

Plan. No Awards may be granted under the Plan once it terminates; any Awards outstanding when the

Plan terminates, however, will remain outstanding until such Awards vest, are exercised, terminate or

expire.

U.S. Federal Income Tax Consequences

The federal income tax consequences to the Company and to its eligible employees or directors of

various Awards under the Plan are complex and subject to change. The following discussion is only a

summary of some of the general rules applicable to the Plan, based on federal income tax laws in

effect on the date of this Proxy Statement, and is intended solely for the general information of the

shareholders considering how to vote with respect to this proposal and not as tax guidance to

Participants in the Plan. This summary is not intended to be exhaustive and does not address all

matters that may be relevant to a particular Participant based upon his or her specific circumstances.

The summary expressly does not discuss the income tax laws of any state, municipality or non-U.S.

taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation

under Code § 409(A)), or other tax laws other than federal income tax law.

The following is not intended or written to be used, and cannot be used, for the purposes of avoiding

taxpayer penalties.

Because individual circumstances may vary, we strongly advise all Participants to consult with their tax

advisors concerning the tax implications and treatment of Awards granted under the Plan.

This summary assumes that all Awards will be exempt from, or comply with, the rules under Section

409A of the Code regarding nonqualified deferred compensation. If an Award fails to comply with

Section 409A of the Code, the Award may be subject to immediate taxation, interest and tax penalties

in the year the Award vests or is granted.

Stock Options. The grant of stock options under the Plan will not result in taxable income to the

grantee of the option or an income tax deduction for the Company. The transfer of common stock to

an option holder upon exercise of his or her options may or may not, however, give rise to taxable

income to the option holder and tax deductions for the Company, depending upon whether the options

are “incentive stock options” or “non-qualified stock options.”

Upon the exercise of a non-qualified stock option by an option holder, such holder will recognize

taxable compensation income (which is subject to tax at ordinary rates), and the Company will

recognize a corresponding deduction for compensation paid, equal to the difference, if any, between

the fair market value of the shares of common stock acquired by exercising the option, minus the

aggregate exercise price paid. Any appreciation or depreciation in the fair market value of those

shares after the date of such exercise will generally result in a capital gain or loss to the holder at the

time he or she disposes of those shares. Such capital gain or loss would be long-term if the holder holds

those shares for more than a year after the date of exercising the option.

In general, the exercise of an incentive stock option is exempt from income tax (although not from the

alternative minimum tax) and does not result in a tax deduction for the Company if the holder has

been an employee of ours at all times beginning with the option grant date and ending three months

before the date the holder exercises the option (or twelve months in the case of termination of

employment due to death or disability). If the holder has not been so employed during that time, the

holder will be taxed as described above for nonqualified stock options. If the option holder disposes of

the shares purchased more than two years after the incentive stock option was granted and more than

one year after the option was exercised, then the option holder will recognize gain or loss upon

disposition of those shares as long-term capital gain or loss. If, however, the option holder disposes of

the shares prior to satisfying these holding periods (known as “disqualifying dispositions”), the option

holder will be obligated to report as taxable ordinary income for the year in which that disposition

occurs the lesser of (1) the fair market value of the shares at the date of exercise minus the exercise

price, or (2) the amount realized upon the disposition of the shares minus the exercise price. The

Company would be entitled to a tax deduction equal to that amount of ordinary income reported by

the option holder. Any additional gain realized by the option holder on the disqualifying disposition of

the shares would be capital gain. If the total amount realized in a disqualifying disposition is less than

the exercise price of the incentive stock option, the difference would be a capital loss for the option

holder. Such capital gain or loss would be long-term if the holder holds those shares for more than a

year after the date of exercising the option.

Stock Appreciation Rights and Restricted Stock Units. The granting of SARs and RSUs does not result in

taxable income to the recipient or a tax deduction for the Company. Upon exercise of an SAR or the

settlement of an RSU, the amount of any cash the Participant receives and the fair market value of any

common stock received are taxable to the Participant as ordinary income and such amount will be

deductible by the Company.

Restricted Stock. Unless an election is made by the recipient under Section 83(b) of the Code, a

Participant will not recognize any taxable income upon the Award of shares of restricted stock that are

not transferable and are subject to a substantial risk of forfeiture. Dividends paid with respect to

restricted stock, if any, will be taxable as compensation income to the Participant. Generally, the

Participant will recognize taxable ordinary income at the first time the shares of restricted common

stock become transferable or are no longer subject to a substantial risk of forfeiture, in an amount

equal to the fair market value of those shares when the restrictions lapse, less any amount paid with

respect to the Award of restricted stock. The recipient’s tax basis will be equal to the sum of the

amount of ordinary income recognized upon the lapse of restrictions and any amount paid for such

restricted stock. The recipient’s holding period will commence on the date on which the restrictions

lapse.

As indicated above, a Participant may elect, under Section 83(b) of the Code, to recognize taxable

ordinary income upon the Award date of restricted stock (rather than being taxed as described above)

based on the fair market value of the shares of common stock subject to the Award on the date of the

Award. If a Participant makes that election, any dividends paid with respect to that restricted stock

will not be treated as compensation income, but rather as dividend income, and the Participant will

not recognize additional taxable income when the restrictions applicable to his or her restricted stock

Award lapse. Assuming compliance with the applicable tax withholding and reporting requirements,

the Company will be entitled to a tax deduction equal to the amount of ordinary income recognized by

a Participant in connection with his or her restricted stock Award in the taxable year in which that

Participant recognizes that ordinary income.

Performance Awards. The granting of performance Awards (whether payable in shares or cash)

generally should not result in the recognition of taxable income by the recipient or a tax deduction by

the Company. The payment or settlement of these Awards should generally result in immediate

recognition of taxable ordinary income by the recipient equal to the amount of any cash paid or the

then-current fair market value of the shares of common stock received, and a corresponding tax

deduction by the Company. If the shares covered by the Award are not transferable and are subject to

a substantial risk of forfeiture, the tax consequences to the Participant and the Company will be

similar to the tax consequences of restricted stock Awards described above. If the Award consists of

unrestricted shares of common stock, the recipient of those shares will immediately recognize as

taxable ordinary income the fair market value of those shares on the date of the Award, and the

Company will be entitled to a corresponding tax deduction.

New Plan Benefits Table

No determination has been made with respect to the grant of any Awards of the additional shares of

common stock available for issuance under the Plan upon the adoption of the Plan Amendment. In

addition, the benefits or amounts which would have been received by Participants in the last

completed fiscal year, if the Plan Amendment had been in effect, are not determinable. Please see

“Grants of Plan-Based Awards” and “Equity Awards Outstanding as of December 31, 2023” included in

this proxy statement for information about awards made to our named executive officers in the last

year and currently held awards from prior years.

Approval by Shareholders

If a quorum is present at the Annual Meeting, the Plan Amendment will be approved and adopted, in

accordance with our bylaws and NASDAQ Marketplace Rules, only if the holders of a majority of the

votes cast on Proposal Two vote in favor of the Plan Amendment. This means that the Plan Amendment

will be approved and adopted if more votes present in person or represented by proxy and entitled to

vote on the proposal at the Annual Meeting are cast by shareholders “FOR” the proposal than cast by

shareholders “AGAINST” the proposal. The persons named as proxies in the proxy card accompanying

these materials will vote the shares represented by a validly executed proxy card “for” the approval

and adoption of the Plan Amendment unless a vote “against” the proposal or an “abstention” is

specifically indicated on the proxy card in respect of this proposal.