NATIONAL BEVERAGE CORP

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Meeting is necessary to constitute a quorum. Votes cast by proxy or in person at the Meeting will be tabulated by the inspectors of election appointed for the Meeting and will be counted in determining whether or not a quorum is present. A proxy submitted by a shareholder may indicate that all or a portion of the shares represented by such proxy are not being voted by such shareholder with respect to a particular matter (“non-voted shares”). This could occur, for example, when a broker is not permitted to vote shares held in “street name” on certain matters in the absence of instructions from the beneficial owner of the shares. Non-voted shares with respect to a particular matter will not be considered shares present and entitled to vote on such matter, although such shares will be considered present and entitled to vote for other matters and will, if the proxy includes at least one matter on which the shares represented by such proxy are being voted, be counted for purposes of determining the presence of a quorum. Shares voting to abstain as to a particular matter and directions to “withhold authority” to vote for directors will not be considered non-voted shares and will be considered present and entitled to vote with respect to such matter. Non-voted shares will have no effect on the matters brought to a vote at the Meeting, but abstentions will have the effect of a vote against the matters brought to a vote at the Meeting, other than the election of Mr. Sheridan and Mr. Waldman (where they will have no effect). As a result of Mr. Nick A. Caporella’s beneficial ownership of 73.2% of the outstanding shares of Common Stock of the Company, we expect that the election of the Class II directors will be approved by vote of shareholders at the Meeting.