Page 27 - Onboarding May 2017

Board of Directors Elections and Annual Meeting of Members

Apple Supply Chain Co-op Stock Series
Term
Series Description Board Member Class
Expires
A Applebee’s Services, Inc. John Cywinski III 2018

B 250 or more Franchise Restaurants Brad Pettinger III 2018

Michael Olander III 2018
C 56 to 249 Franchise Restaurants
Matt Fairbairn II 2017

David Paradise I 2019
D 1 to 55 Franchise Restaurants
Roy Raeburn II 2017

At-Large Series B, C and D Franchise Owners Mark Schostak I 2019

Each year, the Board seats up for election are based on the Class. Per the Apple Co-op Bylaws,
the Board (via a nominating committee, which can be the Board itself) nominates an eligible
Member to run for the open Board seats.

Members can also nominate a Member for an open Board seat, as long as the Member
nominated is in the same stock series. When the Notice of Annual Meeting of Members is sent
to all Members 60 days prior to the Annual Meeting date, included is a nomination form for
that Member’s stock series and a nomination consent form. The Member nominating must
complete the nomination form and the nominee must complete a consent form. All
nominations are due 14 days after the distribution of the Annual Meeting Notice.

The day after nominations are due, the Proxy Notice, Proxy Statement and series-specific Proxy
cards are mailed to all Members. The Proxy cards include the Member nominated by the Board
and any additional nominations received by the due date that have a corresponding consent
form.

Each Member is allowed one vote and must submit the Proxy card within 45 days after the date
of the Proxy mailing. The Proxy votes are tracked and then reviewed and validated by CSCS’s
third party legal counsel. The results are announced at the Annual Meeting of Members.