GTC Biotherapeutics (fka GTCB)

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for proposals 1 and 2 to pass

each requires a majority of the votes cast FOR
(i.e. only cast votes count)

for proposal 3 to pass...
requires 51.5M shares voted FOR
(votes not cast count as AGAINST votes)

for more details and relationships between proposals see
http://sec.gov/Archives/edgar/data/904973/000119312508225996/dpre14a.htm