Exhibit 99.2
TO THE LIMITED PARTNERS OF DYNAGAS LNG PARTNERS LP
Enclosed is a Notice of the 2023 Annual Meeting (the “Meeting”) of limited partners (the “Limited Partners”) of Dynagas
LNG Partners LP (the “Partnership”) which will be held at 97 Poseidonos Avenue and 2 Foivis Street, 166-74 Glyfada, Athens, Greece on November 30, 2023, at 4:00 p.m.,
local time.
At this Meeting, the Limited Partners will consider and vote upon the following proposals:
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To elect Dimitris Anagnostopoulos as a Class III Director to serve for a three-year term until the 2026 Annual Meeting of Limited Partners (“ Proposal One”); |
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To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Partnership’s independent auditors for the fiscal year ending December 31, 2023 (“Proposal Two”);
and
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To transact other such business as may properly come before the Meeting or any adjournment thereof.
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Provided that a quorum is present, the adoption of Proposal One requires the affirmative vote of a plurality of the votes of the outstanding common units of the Partnership present in person or
represented by proxy at the Meeting and the adoption of Proposal Two requires the vote of a majority of the outstanding units of the Partnership entitled to vote in person or by proxy at the Meeting.
You are cordially invited to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy and vote your units in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOUR UNITS BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, IF YOU HAVE ELECTED TO RECEIVE YOUR PROXY
MATERIALS BY MAIL, PLEASE DATE, SIGN AND RETURN THE PROXY CARD MAILED HEREWITH, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. IF YOU RECEIVED YOUR PROXY MATERIALS OVER THE INTERNET, PLEASE VOTE BY INTERNET OR BY TELEPHONE IN
ACCORDANCE WITH THE INSTRUCTIONS PROVIDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THAT YOU WILL RECEIVE IN THE MAIL. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. ALL LIMITED PARTNERS MUST PRESENT A FORM
OF PERSONAL PHOTO IDENTIFICATION IN ORDER TO BE ADMITTED TO THE MEETING. IN ADDITION, IF YOUR COMMON UNITS ARE HELD IN THE NAME OF YOUR BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO ATTEND THE ANNUAL MEETING, YOU MUST BRING AN ACCOUNT STATEMENT OR
LETTER FROM YOUR BROKER, BANK OR OTHER NOMINEE INDICATING THAT YOU WERE THE OWNER OF THE UNITS AS OF THE CLOSE OF BUSINESS ON OCTOBER 20, 2023, THE RECORD DATE OF THE MEETING. IF YOU WISH TO VOTE IN PERSON AT THE MEETING YOU MUST OBTAIN AND SUBMIT AT
THE MEETING A “LEGAL PROXY” FROM YOUR BROKER, BANK OR OTHER NOMINEE.
ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY STATEMENT. THE VOTE OF EVERY LIMITED PARTNER IS IMPORTANT AND YOUR
COOPERATION WILL BE APPRECIATED.
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Very truly yours,
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/s/ Georgios Prokopiou
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Georgios Prokopiou
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Chairman
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97 Poseidonos Avenue & 2 Foivis Street
16674 Glyfada, Athens, Greece
Tel: +30 210 8917960
Email: Management@dynagaspartners.com
Website: dynagaspartners.com
DYNAGAS LNG PARTNERS LP
NOTICE OF ANNUAL GENERAL MEETING OF LIMITED PARTNERS
NOTICE IS HEREBY given that the 2023 Annual Meeting (the “Meeting”) of the limited partners (the “Limited Partners”) of
Dynagas LNG Partners LP (the “Partnership”) will be held at 97 Poseidonos Avenue and 2 Foivis Street, 166-74 Glyfada, Athens, Greece on Thursday, November 30, 2023 at 4:00 p.m., local time. At the Meeting the
Limited Partners will consider and vote upon the following proposals, which are more completely set forth in the accompanying Proxy Statement:
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1. |
To elect Dimitris Anagnostopoulos as a Class III Director to serve for a three-year term until the 2026 Annual Meeting of Limited Partners (“Proposal One”);
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2. |
To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Partnership’s independent auditors for the fiscal year ending December 31, 2023 (“Proposal Two”);
and
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To transact other such business as may properly come before the Meeting or any adjournment thereof.
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The Board of Directors of the Partnership has fixed the close of business on October 20, 2023 as the record date for the determination of the Limited Partners entitled to receive notice and to vote
at the Meeting or any adjournment thereof.
The holders of a majority of all of the Partnership’s outstanding units of the class, classes or series for which the Meeting has been called present in person or by proxy at the Meeting shall
constitute a quorum for the purposes of the Meeting.
Our Fourth Amended and Restated Agreement of Limited Partnership dated October 23, 2018, restricts Limited Partners’ voting rights by providing that if at any time any person or group beneficially
owns more than 4.9% of the outstanding Partnership interests of any class or series of units then outstanding (or would own such percentage in the event this limitation were applied to other persons or groups), any such interests owned by that person
or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes (except
for purposes of nominating a person for election to our Board of Directors), or determining the presence of a quorum or for other similar purposes. Our General Partner (as defined below), its affiliates and persons who acquired more than 4.9% of any
Partnership interests with the prior approval of our Board of Directors will not be subject to this 4.9% limitation, except with respect to voting their common units in the election of directors at the Meeting.
You are cordially invited to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy and vote your common units in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOUR COMMON UNITS BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, IF YOU HAVE ELECTED TO RECEIVE YOUR
PROXY MATERIALS BY MAIL, PLEASE DATE, SIGN AND RETURN THE PROXY CARD MAILED HEREWITH, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. IF YOU RECEIVED YOUR PROXY MATERIALS OVER THE INTERNET, PLEASE VOTE BY INTERNET OR BY TELEPHONE IN
ACCORDANCE WITH THE INSTRUCTIONS PROVIDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THAT YOU WILL RECEIVE IN THE MAIL. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. ALL LIMITED PARTNERS MUST PRESENT A FORM
OF PERSONAL PHOTO IDENTIFICATION IN ORDER TO BE ADMITTED TO THE MEETING. IN ADDITION, IF YOUR COMMON UNITS ARE HELD IN THE NAME OF YOUR BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO ATTEND THE ANNUAL MEETING, YOU MUST BRING AN ACCOUNT STATEMENT OR
LETTER FROM YOUR BROKER, BANK OR OTHER NOMINEE INDICATING THAT YOU WERE THE OWNER OF THE COMMON UNITS AS OF THE CLOSE OF BUSINESS ON OCTOBER 20, 2023, THE RECORD DATE OF THE MEETING. IF YOU WISH TO VOTE IN PERSON AT THE MEETING YOU MUST OBTAIN AND
SUBMIT AT THE MEETING A “LEGAL PROXY” FROM YOUR BROKER, BANK OR OTHER NOMINEE.
ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY STATEMENT. THE VOTE OF EVERY LIMITED PARTNER IS IMPORTANT AND YOUR
COOPERATION WILL BE APPRECIATED.
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By Order of the Board of Directors
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/s/ Georgios Prokopiou
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Georgios Prokopiou
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Chairman
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October 25, 2023
Athens, Greece
DYNAGAS LNG PARTNERS LP
PROXY STATEMENT FOR
ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON NOVEMBER 30, 2023
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the board of directors (the “Board”) of Dynagas LNG Partners LP, a Marshall Islands limited partnership (the “Partnership”), for use at the 2023 Annual Meeting (the “Meeting”) of its limited partners (the “Limited Partners”) to be held at 97
Poseidonos Avenue and 2 Foivis Street, 166-74 Glyfada, Athens, Greece on November 30, 2023 at 4:00 p.m., local time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of
Limited Partners. This Proxy Statement, together with the Notice of Meeting and certain other related materials, are expected to be mailed to the Limited Partners entitled to vote at the Meeting on or about October 25, 2023.
VOTING RIGHTS AND OUTSTANDING UNITS
On October 20, 2023 (the “
Record Date”), the Partnership had outstanding 36,802,247 common units representing limited partnership
interests (the “
Common Units”), 35,526 general partner units, 3,000,000 Series A Cumulative Redeemable Preferred Units and 2,200,000 Series B Fixed to Floating Rate Cumulative Redeemable Perpetual Preferred
Units.
Each Limited Partner of record at the close of business on the Record Date is entitled to one vote for each Common Unit then held. The holders of a majority of all of the Partnership’s outstanding
units of the class, classes or series for which the Meeting has been called present in person or by proxy at the Meeting shall constitute a quorum for the purposes of the Meeting. The Common Units represented by any proxy in the enclosed form will be
voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by the Partnership prior to the close of voting at the Meeting or any adjournment or postponement thereof. Any proxies returned without
instructions will be voted FOR the proposals set forth on the Notice of Annual Meeting of Limited Partners.
The Common Units are listed on the New York Stock Exchange under the symbol “DLNG.”
Our Fourth Amended and Restated Agreement of Limited Partnership dated October 23, 2018, restricts Limited Partners’ voting rights by providing that if at any time any person or group beneficially
owns more than 4.9% of the outstanding Partnership interests of any class or series of units then outstanding (or would own such percentage in the event this limitation were applied to other persons or groups), any such interests owned by that person
or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes (except
for purposes of nominating a person for election to our Board), or determining the presence of a quorum or for other similar purposes. Our General Partner (as defined below), its affiliates and persons who acquired more than 4.9% of any Partnership
interests with the prior approval of our Board will not be subject to this 4.9% limitation, except with respect to voting their Common Units in the election of directors at the Meeting.
REVOCABILITY OF PROXIES
A Limited Partner giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by filing with the Partnership at the Partnership’s executive offices, 97 Poseidonos Avenue
& 2 Foivis Street, 16674 Glyfada, Athens, Greece, a written notice of revocation by a duly executed proxy bearing a later date, or by attending the Meeting and voting in person.
PROPOSAL ONE
ELECTION OF CLASS III DIRECTOR
In accordance with the Partnership Agreement, the Board consists of two directors appointed by the Partnership’s General Partner, Dynagas GP LLC (the “General Partner”)
in its sole discretion (the “Appointed Directors”) and three directors elected by the holders of the Common Units (the “Elected Directors”). The Appointed Directors are
Georgios Prokopiou and Tony Lauritzen, each holding office until his successor is duly appointed by the General Partner and qualified or until his earlier death, resignation or removal. The Elected Directors are divided into three classes and are
elected to serve staggered three-year terms and until such director’s successor is duly elected and qualified, or until his earlier death, resignation or removal. The term of the Partnership’s Class III Director expires at the Meeting. Accordingly,
the Board has nominated Dimitris Anagnostopoulos, the current Class III Director, for election as Class III Director whose term would expire at the Partnership’s 2026 Annual General Meeting of Limited Partners.
Unless the proxy is marked to indicate that such authorization is expressly withheld, the persons named in the enclosed proxy intend to vote the Common Units authorized thereby FOR the election of
the following nominee. It is expected that the nominee will be able to serve, but if before the election it develops that the nominee is unavailable, the persons named in the accompanying proxy will vote for the election of such substitute nominee
as the current Board may recommend.
Nominee for Election to the Partnership’s Board
Information concerning the nominee for Class III Director of the Partnership is set forth below:
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Name
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Age
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Position
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Dimitris Anagnostopoulos
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76
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Class III Director
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Certain biographical information about Dimitris Anagnostopoulos is set forth below.
Dimitris Anagnostopoulos, Class III Director
Mr. Dimitris Anagnostopoulos has served as one of our directors since August 30, 2023 and also serves as a member of our Conflicts Committee and our Compensation Committee. Mr. Anagnostopoulos has
over 49 years of experience in shipping, ship finance and banking, where he held various posts at the National Investment Bank of Industrial Development (ETEBA), Continental Illinois National Bank of Chicago, the Greyhound Corporation, and with ABN
AMRO, spending nearly two decades, holding the positions of Senior Vice-President and Head of Shipping. Since 2010, Mr. Anagnostopoulos served as an advisor and Board Member of Aegean Baltic Bank S.A. In addition, since 2009 he has served as a member
of the board of directors of Seanergy Maritime Holdings Corp. (Nasdaq:SHIP), where he serves on the audit committee, compensation committee and nominating committee. Mr. Anagnostopoulos obtained his BSc at the Athens University of Economics and
Business.
Required Vote. Adoption of Proposal One requires the affirmative vote of a plurality of the votes of the outstanding Common Units of the Partnership present
in person or represented by proxy at the Meeting.
Our Fourth Amended and Restated Agreement of Limited Partnership dated October 23, 2018, restricts Limited Partners’ voting rights by providing that if at any time any person or group beneficially
owns more than 4.9% of the outstanding Partnership interests of any class or series of units then outstanding (or would own such percentage in the event this limitation were applied to other persons or groups), any such interests owned by that person
or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes (except
for purposes of nominating a person for election to our Board), or determining the presence of a quorum or for other similar purposes. Our General Partner, its affiliates and persons who acquired more than 4.9% of any Partnership interests with the
prior approval of our Board will not be subject to this 4.9% limitation, except with respect to voting their Common Units in the election of directors at the Meeting.
Effect of abstentions. Abstentions will not affect the vote on Proposal One.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTOR. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTOR UNLESS A CONTRARY VOTE IS
SPECIFIED.
PROPOSAL TWO
APPROVAL OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board is submitting for ratification at the Meeting the selection of Ernst & Young (Hellas) Certified Auditors Accountants S.A (“Ernst & Young (Hellas)”)
as the Partnership’s independent auditors for the fiscal year ending December 31, 2023.
Ernst & Young (Hellas) has advised the Partnership that the firm does not have any direct or indirect financial interest in the Partnership, nor has such firm had any such interest in connection
with the Partnership during the past three fiscal years.
All services rendered by the independent auditors are subject to review by the Partnership’s Audit Committee.
Required Vote. Adoption of Proposal Two requires the vote of a majority of the outstanding units of the Partnership entitled to vote in person or by proxy at
the Meeting.
Effect of abstentions. Abstentions will not affect the vote on Proposal Two.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG (HELLAS) AS INDEPENDENT AUDITORS OF THE PARTNERSHIP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023. UNLESS
REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
SOLICITATION
The cost of preparing and soliciting proxies will be borne by the Partnership. Solicitation will be made primarily by mail, but Limited Partners may be solicited by telephone, e-mail, or personal
contact.
ELECTRONIC DELIVERY
Documents related to the Meeting, including this Proxy Statement, the Notice of Meeting and the Partnership’s latest annual report may be accessed on the Partnership’s website at:
www.dynagaspartners.com.
For Limited Partners who hold their Common Units through a bank or brokerage account, instead of receiving future copies of these documents by mail, Limited Partners can elect to receive an e-mail
that will provide electronic links to the proxy materials. Opting to receive your proxy materials online will save the Partnership the cost of producing and mailing documents to your home or business and will also give you an electronic link to the
proxy voting site.
OTHER MATTERS
No other matters are expected to be presented for action at the Meeting. Should any additional matter come before the Meeting, it is intended that proxies in the accompanying form will be voted in
accordance with the judgment of the person or persons named in the proxy.
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By Order of the Board of Directors
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/s/ Georgios Prokopiou
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Georgios Prokopiou
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Chairman
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October 25, 2023
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID
ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY V25422-P00365 For Withhold For Against Abstain ! ! ! ! ! DYNAGAS LNG PARTNERS LP DYNAGAS LNG PARTNERS LP 97 POSEIDONOS & 2 FOIVIS STREET 16674 GLYFADA, ATHENS, GREECE 2. To
ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Partnership's independent auditors for the fiscal year ending December 31, 2023. 1. To elect Dimitris Anagnostopoulos as a Class III Director to serve
for a three-year term until the 2026 Annual Meeting of Limited Partners. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners
should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 3. Such other business as may properly come before the meeting or any adjournment
thereof. The Board of Directors recommends you vote FOR proposals 1 and 2. VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until
11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce
the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow
the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting
instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE
V25423-P00365 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement is available at www.proxyvote.com. DYNAGAS LNG PARTNERS LP
Annual Meeting of Limited Partners November 30, 2023 at 4:00 PM, local time This proxy is solicited by the Board of Directors The limited partner(s) hereby appoint(s) Michael Gregos and Tony Lauritzen, or either of them, as proxies, each with the
power to appoint his substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this ballot, all of the units of DYNAGAS LNG PARTNERS LP that the limited partner(s) is/are entitled to vote at
the 2023 Annual Meeting of Limited Partners to be held at 4:00 PM, local time on November 30, 2023, at 97 Poseidonos Avenue & 2 Foivis Street, 16674 Glyfada, Athens, Greece, and any adjournment or postponement thereof. This proxy, when
properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side