A Kentucky Proxy Statement, also known as the Berger and Berman Proxy Statement, is a document that provides detailed information to Kentucky shareholders about matters to be voted on at a company's annual meeting. This statement is filed with the Kentucky Secretary of State and the company's shareholders. The Berger and Berman Proxy Statement includes exhibits which may vary based on the company's specific situation and needs. These exhibits can provide additional information and supporting documentation for shareholders to make informed decisions. Some common exhibits found in a Kentucky Proxy Statement include: 1. Notice of Annual Meeting: This exhibit contains details about the date, time, and location of the meeting, as well as instructions on how shareholders can participate and vote. 2. Proxy Card: The proxy card is a form that allows shareholders to authorize someone else, usually the company's management or a proxy solicitor, to vote on their behalf. 3. Agenda or Schedule of Matters: This exhibit outlines the specific items that will be voted on during the annual meeting. It typically includes items like the election of directors, approval of executive compensation, and any proposed changes to the company's bylaws. 4. Board of Directors' Statement: This document usually includes a letter or statement from the board of directors, providing their perspective on the matters to be voted on and explaining their recommendations to the shareholders. 5. Financial Statements: Companies typically include their financial statements, such as the balance sheet, income statement, and cash flow statement as exhibits. These statements provide a comprehensive view of the company's financial health. 6. Candidate Biographies: If there are director positions up for election, the proxy statement may include detailed biographies of the candidates. These biographies present the candidates' qualifications and relevant experience to help shareholders make informed decisions. 7. Executive Compensation Disclosures: This exhibit provides information regarding the company's executive compensation policies, including details about the compensation packages of top executives, such as salaries, bonuses, stock options, and retirement benefits. 8. Shareholder Proposals: If any shareholders have submitted proposals for consideration at the annual meeting, these proposals and any supporting documents will be included as exhibits. It is important to note that the specific exhibits included in a Kentucky Proxy Statement can vary depending on the company and the items being voted upon. Shareholders should carefully review all exhibits provided to gain a comprehensive understanding of the matters at hand and make informed decisions.