Weyco (WEYS) 10-Q 2017 Q2 Quarterly report

Exhibit 10.2a

SECOND AMENDMENT TO THE SHAREHOLDER AGREEMENT

This Second Amendment to the Shareholder Agreement is made and entered into on this 26 day of June, 2017, by and between Weyco Group, Inc. (Weyco) and Seraneuse Pty Ltd (Venner).

WHEREAS, the parties wish to amend the Dividend Policy in the Shareholder Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Section 13.5 is hereby amended:

Effective 01/01/2017, the annual dividend for a given calendar year shall be limited to 50% of net profits after taxation of such year, excluding unrealized foreign exchanges gains (losses). Dividends will be paid out annually, no earlier than February 28^th and no later than March 31^st of each year, relating to the previous year’s earnings, provided that:

Florsheim Australia is current on all royalty and interest payments to Weyco Group, Inc.; and

The loan between Florsheim Australia and Weyco Group, Inc. does not exceed $4.0 million U.S. dollars as of the date the dividend is paid.

Dividends shall be calculated in the same manner as the example dividend calculation attached hereto in EXHIBIT A.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Shareholder Agreement, to be effective as of the date first written above.

By:	/s/ John Wittkowske
	Weyco Group, Inc.
By:	/s/ David Venner
	Seraneuse Pty Ltd

EXHIBIT A

EXAMPLE DIVIDEND CALCULATION

2016	FAL			FAPL			FSA			GROUP
Net Profit / (Loss) After Taxation											1,545,977
Unrealized FX Gain/(Loss)		615,204			-			124,967
Statutory Tax Rate		30	%		15	%		28	%
Unrealized FX Gain/(Loss) after Tax		430,643			-			89,976			520,619
Adjusted Net Profit / (Loss) After Taxation											1,025,358
Dividend Rate											50	%
Dividend											512,679