Annual meeting of stock holders of the Great Western Foods Company

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AIDllJAL 1-:E:STING OF STOCKHOLDERS THE GREAT !,,,'ESTER~ FOCDS CO:lPA~"Y

SEPTH:BER 26, 1969

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The annual meeting of stockholders of The Great Western Foods Company convened at 1200 Lincoln Street, Denver, Colorado at 10:00 A. M. on Friday, September 26, 1969.

Mr.

J. Lawson Cook, Vice President, presided as Chairman of the

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Meeting and James H. Thompson acted as Secretary of the Meeting.

A canvass of the stock presented at the meeting showed that all of the

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shares of coffi!Tlon capital stock issued and outstanding, owned by Great Western Unitea Corporation, was represented by proxy and constituted a quorum

for conducting business.

The Secretary presented a Waiver of Notice of the meeting from the

sole stockholder of the Company and it was ordered annexed to these minutes as part of the record of the meeting.

The Chainnan announced that election of a board of directors for the ensuing year was in order. The following were thereupon nominated to serve as directors until the next annual meeting of stockholders and until their successors shall have been elected and shall have qualified, or as otherwise provided in

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the .l~y-Laws:

James E. Skidmore, Chairman W. F. Toevs

J. 0. Sogard R. E. Shuey

J. Laws on Cook

Therebeing no further nominations a ballot was taken. The Secretary announced that 1500 shares had cast votes in favor of the election of those

nominated. The Chairman ordered the ballot annexed to the minutes of the meeting

and declared that Messrs. James E. Skidmore,· W. F. Toevs,

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D. Sogatd, R. E. Shuey and

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Lawson Cook had been duly elected directors of the Company, each to hold

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Office until the next annual meeting of stockholders and until their successors s.hall have been elected and shall have qualified, or as otherwise provided in the by-laws.

There being no further business to come before the meeting, on

motion made, duly seconded and unanimously carried, the meeting was adjourned.

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Tm: GiIBA.T WESTE?,N FOODS cm-:PAt~

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PROXY FOR AN1'.lJAL Y.EETI:-iG OF STOCKHOLDERS SEP'I'E:lBER 26, 1969

K~;OW ALL NEN BY THESE PRESENTS, That the undersigned Great Western United Corporation, a corporation organized under the laws of the State of Delaware, and sole stockholder of The Great Weitern Foods Company, a Delaware corporation, hereby constitutes and appoints James H. Thompson attorney and agent with power of substitution, for and in the name, place and stead of tJ"le undersigned, to vote all shares held or owned by the

u~dersigned, as its proxy, at the annual meeting of the stockholders of said The Great Western Foods Company to be held at 1200 Lincoln, Denver, Colorado, on the 26th day of September, 1969, and at any and all adjournments thereof, according to the number of votes the undersigned would be entitled to vote if then personally present, upon the matters and proposals set forth in

the waiver of notice of said meeting, executed by the undersigned on

September 26, 1969, hereby ratifying and confirming all that its said proxy may lawfully do by virtue hereof.

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WITNESS WHEREOF, Great Western United Corporation has caused Controller

its corporate name to be hereunto subscribed by its

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and its corporate seal to be hereunto affixed by its

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Assistant Secretary

this 26th day of September, 1969.

GREAT WESTERN UNITED CORPORATION

ATTEST:

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TI-IE GREAT l-.1ESTERN FOODS COMPANY

WAIVER OF HOTICE OF ANr:UAL HEETH~G OF STOCKHOLDERS

SEPTEMBER 26, 1969

Great Western United Corpo1.-ation, the undersigned oi;.mer of all

of the com;r.on stock of The Great Western Foods Cor,1pany, a Delaware corporation,

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hereby waives notice of the time, place and purpose of the annual meeting of

stockholders of said The Great Western Foods Company, to be held on Friday,

the 26th day of September, 1969, at 1200 Lincoln Street, Denver, Colorado,

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for the purpose of electing a Board of Directors and transmitting such other business as may properly come before the meeting, and hereby consents to

the holding of such reeeting for the purposes aforesaid, hereby ratifyinE,

approving and confirming any action taken at such r.1eeting.

Dated at Denver, Colorado this 26th day of September, 1969.

GREAT WESTERN UNITED CORPOR..'\.TION

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A:N1'.1JAL }IBETING OF STCCKHOLDE'.:tS

THE GRZAT WESTERN FOODS COEPA~-Y

SEPTEMBER 26, 1969

BALLOT FOR ELECTION OF DIRECTORS

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The.undersigned hereby casts votes for the number of shares set forth below in favor of the following as directors, each to serve until the annual meeting of stockholders in 1970 and until his successor shall have been duly elected and shall have qualified, or as otherwise provided in the by-laws of .the Company.

Vote {or Five:

James

E.

Skidmore 1500 shares

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F. Toevs 1500 II

J. D. Sogard 1500 II

R. E. Shuey 1500 II

J. Lawson Cook 1500 II

GREAT WESTERN UNITED CORPORATION