Big Lots 2014 Annual Report Download - page 70

A-2
of this Section 2.13 of each Eligible Shareholder will be included in the corporation’s proxy materials proceeding
in order of the amount (largest to smallest) of common shares of the corporation each Eligible Shareholder owns
for purposes of this Section 2.13 until the Nominee Limit is reached. If the Nominee Limit is not reached after
the highest ranking Shareholder Nominee who meets the requirements of this Section 2.13 from each Eligible
Shareholder has been selected for inclusion in the corporation’s proxy materials, this process shall be repeated until
the Nominee Limit is reached.
(D) Removal of Shareholder Nominees from Proxy Materials. If a Shareholder Nominee dies, becomes
disabled or is otherwise disqualified from being nominated for election or serving as a director prior to the
annual meeting, the corporation may, to the extent feasible, remove the name of the Shareholder Nominee and the
Statement from its proxy statement, remove the name of the Shareholder Nominee from its form of proxy and/or
otherwise communicate to its shareholders that the Shareholder Nominee will not be eligible for nomination at the
annual meeting.
(E) Determination of Ownership of Common Shares. For purposes of this Section 2.13, an Eligible Shareholder
shall be deemed to “own” only those outstanding common shares of the corporation as to which the shareholder
possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest
in (including the opportunity for profit from and risk of loss on) such shares; provided that the number of shares
calculated in accordance with clauses (i) and (ii) shall not include any shares (A) sold by such shareholder or any
of its affiliates in any transaction that has not been settled or closed, (B) borrowed by such shareholder or any of
its affiliates for any purposes or purchased by such shareholder or any of its affiliates pursuant to an agreement
to resell or (C) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar
agreement entered into by such shareholder or any of its affiliates, whether any such instrument or agreement is
to be settled with shares or with cash based on the notional amount or value of outstanding common shares of the
corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of
(1) reducing in any manner, to any extent or at any time in the future, such shareholder’s or its affiliates’ full right
to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree any gain
or loss realized or realizable from maintaining the full economic ownership of such shares by such shareholder
or affiliate. A shareholder shall “own” shares held in the name of a nominee or other intermediary so long as
the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and
possesses the full economic interest in the shares; provided, however, that a shareholder shall not be deemed to
relinquish voting rights pertaining to shares as to which such shareholder has delegated any voting power by
means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by such
shareholder. For purposes of this Section 2.13, the terms “owned,” “owning” and other variations of the word
“own” shall have correlative meanings. Whether outstanding common shares of the corporation are “owned”
for these purposes shall be determined by the board of directors or any committee thereof. For purposes of this
Section 2.13, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the General Rules
and Regulations under the Exchange Act.
(F) Common Share Ownership Requirements. To make a nomination pursuant to this Section 2.13, an
Eligible Shareholder (i) must own (as defined in Section 2.13(E)) at least three percent (the “Required Ownership
Percentage”) of the outstanding common shares of the corporation (the “Required Shares”), continuously for at
least three years (the “Minimum Holding Period”) as of both the date the Notice of Proxy Access Nomination is
delivered to, or mailed to and received by, the secretary of the corporation and the record date for determining the
shareholders entitled to vote at the annual meeting and (ii) must continue to own the Required Shares through the
date of the annual meeting.