Best Buy 2009 Annual Report Download - page 98

(c) The phrases ‘‘Beneficial Owner’’ and ‘‘Beneficially Owned’’ have the same meanings as provided in
Subsection 1(c) of Article IX of these Articles of Incorporation.
(d) The term ‘‘Person’’ has the same meaning as provided in Subsection 1(i) of Article IX of these Articles of
Incorporation.
(e) The phrase ‘‘Public Transaction’’ means any (1) purchase of voting securities offered pursuant to an effective
registration statement filed pursuant to the Securities Act of 1933, or (2) open market purchase of voting securities if, in
either such case, the price and other terms of sale are not negotiated by the purchaser and seller of the legal or
beneficial interest in such voting securities.
(f) The term ‘‘Subsidiary’’ has the same meaning as provided in Subsection 1(k) of Article IX of these Articles of
Incorporation.
(g) The phrase ‘‘Substantial Shareholder’’ means any Person or group of two or more Persons who have agreed
to act together for the purpose of acquiring, holding, voting or disposing of voting securities of this corporation who,
(1) individually or together with its or their Associates or Affiliates, in the aggregate, is or are the Beneficial Owner(s) of
securities of this corporation, or securities convertible into securities of this corporation, representing five percent (5%)
or more of this corporation’s outstanding shares entitled to vote, or (2) is or are assignee(s) of or has or have otherwise
succeeded as, directly or indirectly, the Beneficial Owner(s) of any voting securities, or securities convertible into voting
securities, of this corporation which were at any time within the three (3) year period immediately prior to the date in
question Beneficially Owned by a Substantial Shareholder or any of its Associates or Affiliates, unless such assignment
or succession shall have occurred pursuant to any Public Transaction or series of Public Transactions; provided,
however, that the term ‘‘Substantial Shareholder’’ shall not include any benefit plan or trust now or hereafter
established by this corporation or any of its Subsidiaries for the benefit of the employees of this corporation and/or any
of its Subsidiaries or any trustee, agent or other representative of any such plan or trust.
(h) The phrase ‘‘Unaffiliated Director’’ means a director who is not a Substantial Shareholder, its Affiliate or
Associate, or is not otherwise related thereto; provided, however, that no director shall be considered to be an
Unaffiliated Director unless such director became a director of this corporation prior to the transaction or transactions
in which such Substantial Shareholder or Substantial Shareholders became such, or was nominated, appointed or
elected as a director of this corporation with the approval of at least two-thirds (2⁄3) of the Unaffiliated Directors in
office at the time of such director’s nomination, appointment or election.
Section 2. Vote of Shareholders. Notwithstanding any provision seemingly to the contrary in law, these Articles of
Incorporation or the By-laws of this corporation, the affirmative vote of holders of a majority of this corporation’s
outstanding shares entitled to vote shall be required to approve the purchase or other acquisition by this corporation of
shares of capital stock of this corporation if:
(a) such shares of capital stock are purchased from any Substantial Shareholder, its Affiliates or Associates at a
price more than the average closing price for shares of capital stock of the same class (as the shares of capital stock
being purchased from the Substantial Shareholder, its Affiliates or Associates), in the principal public market in which
such shares of capital stock are actively traded, during the most recent five (5) trading days during which such shares
have been traded preceding such purchase, or, if earlier, during the most recent five (5) trading days during which such
shares have been traded preceding the date upon which this corporation and the Substantial Shareholder, its Affiliates
or Associates enter into a binding agreement for such purchase; or if such shares are of a class or series not traded in
a public market, then at a price more than the redemption price, if any, pertaining to such shares; or, if there is no
such redemption price, at a price more than the liquidation preference, if any, pertaining to such shares; or, if there is
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