VALLEY NATIONAL GASES (VLG)

 

Proposals of shareholders intended to be presented at the 2007 Annual Meeting must be received by the Company by June 1, 2007, for inclusion in the Company’s proxy statement and proxy relating to that meeting. Upon receipt of any such proposal, the Company will determine whether or not to include such proposal in the proxy statement and proxy in accordance with regulations governing the solicitation of proxies.

 

In order for a shareholder to nominate a candidate for director, under the Company’s Bylaws, timely notice of the nomination must be given to the Company in advance of the meeting. Ordinarily, such notice must be given not less than 60 nor more than 90 days prior to the date of any meeting of the shareholders at which directors are to be elected. The shareholder filing the notice of nomination must describe various matters related to the nominee and the shareholder filing the notice, as specified in the Company’s Bylaws. See “Election of Directors — Committees and Meetings of the Board of Directors — Nominating and Compensation Committee.”

 

In order for a shareholder to bring other business before a shareholder meeting, timely notice must be given to the Company. To be timely, such notice must be delivered to or mailed and received at the Company’s principal executive offices not less than 60 days before nor more than 90 days prior to the meeting. However, if the meeting is not held on the first Tuesday in August, and less than 60 days’ notice or prior public disclosure of the meeting date is given or made to shareholders, then the notice from the shareholder must be received by the close of business on the 15th day following the day on which such notice of the meeting date was mailed or such public disclosure was made, whichever occurs first. Such notice must include a description of the proposed business, the reasons therefore and other matters specified in the Company’s Bylaws. The Board or the presiding officer at the Annual Meeting may reject any such proposals that are not made in accordance with these procedures or that are not a proper subject for shareholder action in accordance with applicable law. These requirements are separate from and in addition to the requirements a shareholder must meet to have a proposal included in the Company’s proxy statement.

 

In each case the notice must be given to the Secretary of the Company, whose address is 200 West Beau Street, Suite 200, Washington, Pennsylvania 15301. Any shareholder desiring a copy of the Company’s Articles of Incorporation, as amended, or Bylaws will be furnished a copy without charge upon written request to the Secretary.