APH Amphenol Corp

Please Vote For Proposal 4 – Special Shareholder Meeting Improvement

Perhaps the most important point regarding Proposal 4 is management clarification of whether only Amphenol record holders can now call for a special shareholder meeting – thereby excluding shareholders who own their stock trough a stock broker. Proposal 4 does not limit the formal right to call a special shareholder meeting to record holders.

These bylaw words seem to indicate that only record holders are qualified to formally call for a special shareholder meeting:

“In determining whether a special meeting of stockholders has been requested by the record holders of shares representing in the aggregate at least the Required Percentage [25%]”

This is important because the Amphenol record holders may only own 40% of Amphenol stock outstanding. If so it would take a 62% effort from these record holder only shares to equal 25% of the Amphenol total voting power to merely call for a special shareholder meeting.

And to potentially make matters worse for shareholders all record holder shares not held for one continuous year are totally excluded. Thus the holders of 62% of the shares of record could determine that they own 75% of the shares of record when the length of stock ownership is factored out.

Thus the current face value of a 25% effort to call a special shareholder meeting might in reality require a horrendous 75% effort from an overwhelming majority that is exclusively from a select group of shareholders. A requirement for a horrendous 75% majority would not be not much of a right.

Thus it is important for management to clarify whether only shareholders of record can now call for a special shareholder meeting. Proposal 4 does not limit the formal right to call a special share meeting to record holders.