Big Lots 2014 Annual Report Download - page 71

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(G) Information Required in Notice of Proxy Access Nomination. An Eligible Shareholder (including each
member of any group of shareholders that together is an Eligible Shareholder hereunder) must provide the following
information in writing to the secretary of the corporation within the time period specified in Section 2.13(B) for
delivering the Notice of Proxy Access Nomination:
(i) one or more written statements from the record holder of the Required Shares (and from each
intermediary through which the Required Shares are or have been held during the Minimum Holding Period)
verifying that, as of a date within seven calendar days prior to the date the Notice of Proxy Access Nomination
is delivered to, or mailed to and received by, the secretary of the corporation, the Eligible Shareholder owns,
and has owned continuously for the Minimum Holding Period, the Required Shares;
(ii) the Eligible Shareholder’s agreement to provide, within five business days after the record date for
the annual meeting, written statements from such record holder and intermediaries verifying the Eligible
Shareholder’s continuous ownership of the Required Shares through the record date;
(iii) a copy of the Schedule 14N that has been filed with the SEC as required by Rule 14a-18 under the
Exchange Act;
(iv) (a) the name, age, principal occupation or employment and business address and residence address of
each Shareholder Nominee submitted by the Eligible Shareholder, (b) the class and number of shares of capital
stock of the corporation owned by each such Shareholder Nominee, including shares beneficially owned and
shares held of record, and (c) any other information relating to each such Shareholder Nominee that is required
to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of
proxies for the election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder;
(v) a written representation and agreement executed by each Shareholder Nominee submitted by the Eligible
Shareholder acknowledging that the Shareholder Nominee (a) understands his or her duties as a director
under the Ohio General Corporation Law and agrees to act in accordance with those duties while serving as
a director, (b) is not and shall not become a party to any agreement, arrangement or understanding with, and
has not given any commitment or assurance to, any person or entity as to how such Shareholder Nominee, if
elected as a director of the corporation, will act or vote as a director on any issue or question, (c) is not and
shall not become a party to any agreement, arrangement or understanding with any person or entity other
than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification
in connection with such Shareholder Nominee’s candidacy for director of the corporation or service or action
as a director of the corporation, (d) if elected as a director of the corporation, shall comply with all applicable
laws and stock exchange listing standards and the corporation’s policies and guidelines applicable to directors
and (e) shall provide facts, statements and other information in all communications with the corporation and its
shareholders that are or shall be true and correct in all material respects and do not and shall not omit to state
a material fact necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading;
(vi) the written consent of each Shareholder Nominee to (a) be named in the proxy materials as a nominee,
(b) serve as a director if elected and (c) the public disclosure of the information provided pursuant to
Section 2.13(G)(iv);
(vii) with respect to the Eligible Shareholder (including each member of any group of shareholders that
together is an Eligible Shareholder hereunder) providing the Notice of Proxy Access Nomination:
(a) the name and address of the Eligible Shareholder;
(b) the class and number of shares of capital stock of the corporation owned (as defined in
Section 2.13(E)) by the Eligible Shareholder or its affiliates as of the date of the Notice of Proxy Access
Nomination, and the Eligible Shareholder’s agreement that it shall notify the corporation in writing within
five business days after the record date for the annual meeting of the class and number of shares of capital
stock of the corporation owned by the Eligible Shareholder as of the record date for the annual meeting;