To Michelex Shareholders: Notification of Consent Mailed
Pursuant to Chapter 16-10a, Section 704 of the Utah Business Corporation Act, a letter was sent to shareholders via first-class mail notifying them that shareholders of Michelex Corporation (the “Company”) holding at least a majority (570,215,548 shares as of 1/19/12 and 588,355,628 shares as of 1/25/12) of the voting power of the Company ratified a "Written Consent in Lieu of a Special Meeting of the Shareholders of Michelex Corporation" (the “Consent”). A copy of the Consent was included in the mailing, and a copy of the Consent appears below.
If you have not yet received a copy of this letter, you should within the next few days. If you are a shareholder of Michelex and do not receive a letter in the mail, it is because:
1. You hold shares in certificate form, have moved and have not updated your address with Colonial Stock Transfer.
2. You hold shares in ‘street name’, have moved and have not updated your address with your brokerage firm.
3. You hold shares in ‘street name’ and have requested that your brokerage firm not provide issuers with your name, address, shares held, etc.
4. You hold shares in ‘street name’ with a non-participating brokerage firm (i.e., a brokerage firm that does not provide any information to the clearinghouse that provided Michelex with the list of shareholders holding Michelex stock in ‘street name’).
Accounting for the vagaries of USPS delivery, if you have not received a letter in the mail by February 1, 2012 and would like a copy, please contact me at: investorrelations@michelex.com
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WRITTEN CONSENT
IN LIEU OF A SPECIAL MEETING
OF THE SHAREHOLDERS OF
MICHELEX CORPORATION
The undersigned, being the shareholders holding at least a majority of the voting power of Michelex Corporation, a Utah corporation (the “Company”), do hereby consent to, approve and adopt the following resolutions and the transactions contemplated thereby by written consent in lieu of a meeting pursuant to Section 16-10a-704 of the Utah Business Corporation Act and in accordance with the Bylaws of the Company:
WHEREAS, the undersigned shareholders of the Company and certain members of the Company’s Board of Directors have determined that it is in the best interests of the Company to immediately remove Sabir Saleem, Midhat Syed and Albert Lacle as directors of the Board (the “Removal”);
WHEREAS, the undersigned shareholders of the Company hereby vote to increase the number of Board of Directors to five (5) and elect Dino Sawyer and Frank LaSusa to serve as Directors of the Company to fill the vacancies created by the Removal. The remaining vacancies shall stay unfilled until suitable new candidates are chosen, and the existing Directors are authorized to Co-op new Directors by majority OF Directors vote until the following annual meeting of shareholder is held.
WHEREAS, the undersigned shareholders of the Company hereby vote to ratify the Board’s appointment of Venkat Kakani to the Board of Directors as of November 30, 2010
NOW, THEREFORE, the undersigned believing it is in the best interests of the Company, it is hereby:
RESOLVED, that the Company shall be authorized, and it is hereby authorized, to remove Sabir Saleem, Midhat Syed and Albert Lacle as directors of the Company; and it is further
RESOLVED, that Dino Sawyer and Frank LaSusa are hereby elected as directors of the Company to serve until the next annual meeting of the shareholders.
RESOLVED, that Venkat Kakani’s appointment as Board of Director as of November 30, 2010 is ratified and Venkat Kakani is authorized and directed to execute and deliver on behalf of and in the name of this Company all documents and instruments and to make any such filings with the appropriate entities as may be determined by such officer to be reasonably necessary to accomplish the purposes of these resolutions and to do all other things and acts which any such officer may determine to be necessary and appropriate to carry out the purposes of these resolutions; and it is further
RESOLVED, that Venkat Kakani is hereby authorized and instructed to commence an investigation into the activities of Sabir Saleem during his tenure as a Director of the Company; and it is further
RESOLVED, that the action taken by this Consent shall have the same force and effect as if taken at a meeting of the Company’s shareholders, duly called; and it is further,
RESOLVED, that this Consent may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed one and the same document. This Consent may be executed by facsimile signature.
IN WITNESS WHEREOF, the undersigned, representing a majority of the voting power of the Company, consent hereto in writing and direct that this instrument be filed with the minutes of proceedings of the shareholders of the Company.
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Signature
Please Print Name of Shareholder:_____________________________________________
# of Registered Shares Owned:________________________________________________
