EQUITY RESIDENTIAL (EQR)

ARTICLE II – MEETINGS OF SHAREHOLDERS

Section 3. Special Meetings. The amended Bylaws require certain limited information with respect to proposed nominees for election as a trustee at shareholder-requested special meetings.

Section 4. Notice. The amended Bylaws provide that notice of shareholder meetings may be given by electronic transmission. The amended Bylaws also provide (a) for “householding” of notices, as permitted by Maryland law and the federal proxy rules, (b) that a minor irregularity in providing notice of a shareholders meeting will not affect the validity of the meeting, and (c) procedures for the Company to postpone or cancel a meeting.

Section 11. Inspectors. The amended Bylaws clarify the appointment, powers and duties of inspectors of election in order to enhance the fairness and integrity of shareholder meetings.

Section 13. Nominations and Proposals by Shareholders. The amended Bylaws (a) clarify that the advance notice period for nominations and business proposals at annual meetings is 120 to 150 days before the anniversary of the date of the prior year’s proxy statement, rather than the anniversary of the mailing of the notice, (b) expand the information that must be provided by a shareholder proposing business or a nominee or persons acting in concert with such shareholder, including information related to hedging activities and investment strategies, (c) re-format the informational requirements to provide clarity, and (d) permit the Company to request written verification and updates of any information provided.

Section 15. Written Consent by Shareholders. The amended Bylaws provide an option to permit less than unanimous consent for matters submitted by the Board of Trustees to the shareholders.