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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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A Special Meeting of Stockholders was held on November 17, 1998 to approve
the merger of Jefferson Smurfit Corporation and Stone Container Corporation. At
the meeting, the Stone stockholders voted (i) to approve and adopt the merger
agreement and (ii) to approve the amendments to the Stone restated certificate
of incorporation as contemplated by the merger, and the JSC stockholders voted
(i) to approve the issuance of JSC common stock in the merger and (ii) to
approve the SSCC 1998 Long Term Incentive Plan. Voting on each matter was as
follows:
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Votes Votes Withheld/
For Against Abstentions
—————— ————————————
Stone stockholders
Approve and adopt the merger agreement 89,385,100 168,636 313,307
Approve the amendments to Stone's
restated certificate of incorporation 80,883,896 5,735,256 3,247,891
JSC stockholders
Approve the issuance of JSC common
stock and adopt the merger agreement 105,431,886 459,955 51,714
Approve the SSCC 1998 Long Term
Incentive Plan 105,266,643 537,746 139,166
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