EXHIBIT A
December 10, 1997
PROCEDURES FOR DETERMINING CHANGES IN
BENEFICIAL OWNERSHIP OF COMMON STOCK
- - Effective November 14, 1985, the Articles of Incorporation of
Pioneer Hi-Bred International, Inc. (the "Company") were amended
(the "Voting Amendment") to provide that, subject to the provisions
below, every share of the Company's Common Stock is entitled to
five (5) votes per share if it has been beneficially owned
continuously by the same holder for a period of 36 consecutive
months preceding the record date for the shareholders' meeting. All
other shares carry one (1) vote.
- - In general, the Voting Amendment provides that a change in
beneficial ownership of a share of Common Stock occurs whenever any
change occurs in the person or group who has, or shares, voting
power, investment power, the right to receive sale proceeds, or the
right to receive dividends or other distributions with respect to
such share.
- - In the absence of proof to the contrary provided in accordance with
the procedures referred to below, a change in beneficial ownership
shall be deemed to have occurred whenever a share of Common Stock
is transferred of record into the name of any person.
- - In the case of a share of Common Stock held of record in the name
of a corporation, partnership, voting trustee, bank, trust company,
broker, nominee or clearing agency, or in any other name except
that of a natural person, if it has not been established pursuant
to such procedures that there has been no change in the person or
persons who direct the exercise of the powers or rights referred to
above with respect to such share of Common Stock during the period
of 36 months immediately preceding the date on which a
determination is made of the shareholders who are entitled to take
any action, then a change in beneficial ownership shall be deemed
to have occurred during such period.
- - There are several exceptions and qualifications to the terms of the
Voting Amendment described above. For a copy of the complete Voting
Amendment, please contact the Company at the address listed below.
- - Shareholders who hold their shares in "street name" or through
any other method specified above are required to submit proof of
continued beneficial ownership to the Company in order to be
entitled to five (5) votes per share. Such proof must consist of a
written certification by the record owner that there has been no
change in beneficial ownership (as defined in the Voting Amendment)
during the relevant period. The required form for this
certification is attached. The Company reserves the right, however,
to require evidence in addition to the certification in situations
where it reasonably believes an unreported change may have
occurred. Proof (including certifications) will be accepted only if
it is received by the Tabulating Agent at least five (5) days
before the date for the shareholders' meeting.
- - The Company will notify shareholders of record who are natural
persons, in advance of a shareholders' meeting, of the Company's
determination as to the number of shares for which they are
entitled to five (5) votes per share and the number of shares for
which they are entitled to one (1) vote. This determination will be
shown on the Proxy cards for such shareholders. Shareholders of
record who disagree with such determination may certify that no
change in beneficial ownership has occurred during the relevant
period by following the same procedure set out in the previous
paragraph for other shareholders.
FOR FURTHER INFORMATION
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For further information concerning the Voting Amendment in general, or
its applicability to a shareholder's particular circumstances, please
contact the Company:
Pioneer Hi-Bred International, Inc.
800 Capital Square, 400 Locust Street
P.O. Box 14458
Des Moines, IA 50306-3458
Attention: Jerry L. Chicoine, Secretary
Telephone number: 515-248-4800 or (800)247-5258
PIONEER HI-BRED INTERNATIONAL, INC.
SHAREHOLDER CERTIFICATION FORM
FOR
ANNUAL MEETING OF SHAREHOLDERS
ON
JANUARY 27, 1998
USE ONLY IF YOU CLAIM MORE VOTING RIGHTS
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THAN INDICATED ON YOUR PROXY CARD
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The undersigned certifies that:
1. Of the _______________ shares of the Company's Common Stock
held of record by the undersigned on the close of business on November
28, 1997, ________________ shares have been beneficially owned
continuously by the same person since November 28, 1994; and
2. (Applicable only to shareholders who are natural persons) --
the following is a statement supporting why the undersigned disagrees
with the Company's determination of the voting power (as shown on the
Proxy card) to which the undersigned is entitled in connection with
the Annual Meeting:
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Dated:
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(Print Shareholder Name) (Print Shareholder Name)
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Signature of Shareholder(s) Signature of Shareholder(s)
Please sign exactly as name appears on the Proxy for the Annual
Meeting. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
THIS CERTIFICATION SHOULD BE RETURNED IN THE ENCLOSED POSTAGE PAID
ENVELOPE.