DTE Energy 2014 Annual Report Download - page 126

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an item of business before an annual meeting of shareholders pursuant to Section 10 of this Article, (6) include an acknowledgment by
each shareholder and any authorized agent that any reduction in shares owned by such shareholder as of the date of delivery of the
special meeting request and prior to the record date for the proposed meeting requested by such shareholder shall constitute a
revocation of such request to the extent of such reduction, and (7) include an agreement by each shareholder and any authorized agent
to update and supplement the information previously provided to the Company in connection with such request, not later than ten
(10) business days after the record date for notice of the Shareholder requested special meeting. In addition, the shareholders and any
of their authorized agents shall promptly provide any other information reasonably requested by the Company.
(d) The Company will provide the requesting shareholders with notice of the record date for the determination of
shareholders entitled to vote at the shareholder requested special meeting in the manner described in Section 7 of this Article.
(e) Any requesting shareholder may revoke a request for a special meeting at any time by written revocation delivered to the
Corporate Secretary at the principal executive offices of the Company. If, following such revocation (including any revocation
resulting from a disposition of shares) at any time before the date of the shareholder requested special meeting, the remaining
unrevoked requests are from shareholders holding in the aggregate less than the Requisite Percentage, the Board of Directors, in its
discretion, may cancel the shareholder requested special meeting.
(f) Notwithstanding the foregoing, a special meeting request shall not be valid, and the Corporate Secretary shall not be
required to call the shareholder requested special meeting if (1) the request for such special meeting does not comply with this Section
2, (2) the Board of Directors, the Chairman of the Board or the Presiding Director has called or calls an annual or special meeting of
shareholders to be held not later than ninety (90) days after the date on which a valid request has been delivered to the Corporate
Secretary (the “Delivery Date”) and the Board of Directors determines in good faith that the business of such meeting includes (among
any other matters properly brought before the meeting) an identical or substantially similar item of business (a “Similar Item”) specified
in the shareholder’s request, (3) the request is received by the Corporate Secretary during the period commencing ninety (90) days
prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual
meeting, (4) if two or more special meetings have been called at the request of shareholders and convened within the 12-month period
ending on the Delivery Date, (5) the request contains a Similar Item to an item that was presented at any meeting of shareholders held
within one hundred and twenty (120) days prior to the Delivery Date, (6) the request relates to an item of business that is not a proper
subject for action by the shareholders of the Company under applicable law or (7) the request was made in a manner that involved a
violation of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable law.
The Board of Directors shall determine in good faith whether the requirements set forth in this Section 2 have been satisfied and such
determination shall be binding on the Company and its shareholders.
(g) If a valid special meeting request has been made, the shareholder requested special meeting shall be held at such date, time
and place as the Board of Directors shall fix; provided, however, that the date of any such special meeting shall be not more than 120
days after the special meeting request is delivered to the Corporate Secretary.
(h) Business transacted at any shareholder requested special meeting shall be limited to the purpose(s) stated in a valid special
meeting request for such meeting; provided, however, that nothing