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•	supplement our director qualification bylaw,

•	update and enhance our advance notice bylaw,

•	adopt a new bylaw providing proxy access rights to our shareholders, and

•	provide several other routine updates and revisions.

•	Any shareholder, or group of up to ten shareholders, must have owned 3% or more of our outstanding common shares continuously for at least the previous three years to include director nominees in our annual meeting proxy materials.

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The maximum number of shareholder-nominated candidates allowed per annual meeting of shareholders is limited to 20% of the number of directors serving on the Board at the time the below-described notice is required to be submitted to us. If the 20% calculation does not result in a whole number, the maximum number of shareholder-nominated candidates would be the closest whole number below 20%. The number of permitted candidates would include nominees submitted under the Proxy Access Bylaw that were either later withdrawn or that the Board subsequently decided to include in that year’s proxy materials as Board-nominated candidates. If the number of shareholder-nominated candidates exceeds 20%, each nominating shareholder would select one nominee for inclusion in our proxy materials until the maximum number is reached, selecting in order from the largest to the smallest of such shareholders based upon the number of common shares held by each nominating shareholder or group of shareholders.

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•	Requests to include director nominees in our proxy materials must be received within the time period applicable to notices of shareholder proposals made at annual meetings of shareholders pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended.

•	Each shareholder or group of shareholders seeking to include a director nominee in our proxy materials must provide certain information and make certain representations and undertakings at the time of nomination.

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We will not be required to include any nominee information in our proxy materials for any director nominee submitted by shareholders who (i) is not independent under the listing standards of the principal U.S. exchange upon which our common shares are listed, any applicable rules of the Securities and Exchange Commission (the “SEC”), or any publicly-disclosed standards used by the Board in determining and disclosing the independence of our directors, (ii) provided any information to us or our shareholders that is not accurate, truthful and complete in all material respects, or that otherwise contravenes certain specified agreements or representations, (iii) has been an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, within the past three years, (iv) is named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in a criminal proceeding within the past ten years, or (v) is subject to certain specified orders, including final orders of certain state and federal regulators, SEC disciplinary orders, SEC cease-and-desist orders and SEC stop orders.

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Shareholder nominees who are included in our proxy materials but subsequently withdraw from, or become ineligible or unavailable for, election at the annual meeting of shareholders, or who have not received at least 25% of the votes cast at the annual meeting of shareholders would be ineligible to be a nominee at our next two annual meetings of shareholders. In addition, we would not be required to include the shareholder-nominated candidates in our proxy materials for any annual meeting of shareholders for which any shareholder nominates one or more directors for election pursuant to the advance notice provisions of our bylaws described above.

•	removing Article I, Section 3 and certain provisions of Article III, Section 5, as these provisions no longer apply to us;

•	removing the requirement in Article II, Section 2 that the Board hold meetings during February, May, August and November of each year and instead allowing the Board to determine the dates of its regularly scheduled meetings;

•	clarifying the process for adjournment of shareholders’ meetings in Article IV, Section 10.1; and

•	clarifying the procedures for conducting shareholders’ meetings as provided in Article IV, Section 13, including expanding the powers of the Board and the chairman presiding at any such meetings to provide rules or regulations for the conduct of such meetings.

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