PROXY APPOINTMENT FORM SIPOA 2017 Annual Meeting: February 18, 2017

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1 PROXY APPOINTMENT FORM SIPOA 2017 Annual Meeting: February 18, 2017 PLEASE RETURN THIS PROXY PROMPTLY, even if you plan to attend the meeting in person. YOUR PROXY IS VITAL. A quorum is essential to transact business at the meeting. There being 2,557 properties for which eligible votes may be cast within the SIPOA, 1,151 votes must be cast to constitute a quorum for this meeting. ***IMPORTANT NOTE REGARDING THE NOMINATING COMMITTEE REFERENDUM*** YOU ARE RECEIVING TWO SEPARATE DOCUMENTS: (1) A PROXY APPOINTMENT FORM FOR THE ELECTION OF DIRECTORS AND NOMINATING COMMITTEE, AND FOR THE COVENANT AND BYLAW CHANGES PROPOSED BY THE BOARD OF DIRECTORS, AND (2) A BALLOT TO VOTE ON THE REFERENDUM CONCERNING THE NOMINATING COMMITTEE REFERENDUM PETITION. PLEASE REMEMBER TO COMPLETE BOTH DOCUMENTS! This Proxy Appointment Form does not authorize anyone to vote on your behalf for the Referendum regarding the Petition to eliminate the Nominating Committee. SIPOA s Bylaws prohibit proxy voting for Referendums, which are conducted by ballots. You will receive a separate Referendum Ballot which is used to cast your vote concerning the Referendum regarding the Petition proposing elimination of the Nominating Committee. Instructions for Completing the Proxy Appointment Form The primary purpose of the Proxy Appointment Form is for a SIPOA Property Owner in Good Standing to have your vote counted if you are unable to attend the Annual Meeting. This Proxy Appointment Form allows you to designate another person to cast your vote exactly as you indicate on this form, or to allow the proxy holder to vote at the meeting in his or her discretion. If you return the Proxy Appointment Form and do not specify a proxy holder to vote on your behalf, or if the person named does not attend the meeting, the Secretary of the SIPOA Board of Directors will be designated the proxy holder to vote on your behalf. For the 2017 Annual Meeting, the Secretary is Dennis Nagy. Proxy Holder(s) Instructions If you hold one or more proxies from Property Owners in Good Standing and plan to attend the meeting, please note that the proxy appointment forms must still be submitted to the SIPOA Secretary prior to the deadline regardless of your intention to attend the meeting. Filing Directions ALL PROXY APPOINTMENT FORMS MUST BE RECEIVED BY THE SIPOA SECRETARY PRIOR TO THE COMMENCEMENT OF THE ANNUAL MEETING. PROXY APPOINTMENT FORMS RECEIVED AFTER THE COMMENCEMENT OF THE ANNUAL MEETING WILL NOT BE VALID. ONLY SIGNED PROXY APPOINTMENT FORMS WILL BE VALID. To facilitate timely administration of the Annual Meeting and vote counting, please send your Proxy Appointment Form to the SIPOA Secretary prior to February 17, Delivery of the proxy appointment form to Heather Paton, Executive Director, will constitute delivery to the SIPOA Secretary. Questions? Please contact Heather Paton, Executive Director, at OR hpaton@sipoa.org

2 APPOINTMENT OF PROXY As the Property Owner in Good Standing of property in the Seabrook Island Development, I/we, the undersigned, hereby appoint as proxy SIPOA Secretary, Dennis Nagy, to exercise my/our vote as directed below at the SIPOA 2017 Annual Meeting to be held on February 18, 2017, on the issues set out below. I understand that if I do not make a selection below as to any item or issue, then the proxy designated herein will exercise her/his discretion in voting on my behalf. The proxy so designated shall have authority to act on behalf of the undersigned upon any other matter as may properly come before the meeting. I also understand that I may designate someone other than the SIPOA Secretary by indicating the identity of a different individual as my proxy in this space: (insert name of substitute proxy, only if you want someone other than the SIPOA Secretary to have your proxy). YOUR PROXY APPOINTMENT FORM MUST BE SIGNED TO BE VALID ISSUES FOR ANNUAL MEETING Mark the space indicating your selection I. ELECTION OF DIRECTORS (3-YEAR TERM): (Vote For up to four (4) Candidates) THE FOLLOWING CANDIDATES ARE PROPOSED BY THE NOMINATING COMMITTEE: 1. Con Constandis 2. Guy Gimson 3. Dennis Pescitelli 4. Ed Williams II. ELECTION OF NOMINATING COMMITTEE MEMBERS (2-YEAR TERM): (Vote For up to two (2) Candidates) THE FOLLOWING CANDIDATES ARE PROPOSED BY THE NOMINATING COMMITTEE: 1. Samuel Dolinsky 2. Veronica L Allier 3. Stephen Montagu-Pollock III. APPROVAL OF 2017 ANNUAL BUDGET: AS RECOMMENDED BY SIPOA BOARD IV. APPROVAL OF AMENDMENT TO SIPOA PROTECTIVE COVENANTS (ARTICLE 36): AS RECOMMENDED BY SIPOA BOARD V. APPROVAL OF AMENDMENT TO SIPOA BYLAWS PARTS OF SECTIONS , 5.17, 5.6, DIRECTORS CODE OF CONDUCT: AS RECOMMENDED BY SIPOA BOARD VI. APPROVAL OF AMENDMENT TO SIPOA BYLAWS SECTION 7.6 NOMINATING COMMITTEE - CANDIDATE INFORMATION-MANAGEMENT CAPABILITIES: AS RECOMMENDED BY SIPOA BOARD

3 . If you attend the Annual Meeting and wish to vote in person, you may do so by revoking this Proxy Appointment Form during the registration period immediately preceding the start of the meeting and obtaining a meeting ballot. Proxy appointments may not be revoked once the meeting has been called to order. Note: To facilitate the vote count, we ask that you send your proxy to the SIPOA office as noted above, and the SIPOA staff will notify your designated proxy. All Proxy votes shall be confidential, whether cast by Property Owners or cast by Proxy Holders (with the exception of proxy votes cast in an open vote at the Annual Meeting). Only the SIPOA Elections Committee members who need to view the votes for tallying purposes shall have the ability to view the individual votes and shall hold such information in strict confidence. PROPERTY OWNED AND IN GOOD STANDING (Please list all Properties if you own more than one) Block/Lot, Villa or Street Address TOTAL PROPERTIES LISTED: (One vote per Property in Good Standing) I plan to attend the meeting in person: Yes No I hereby certifiy that I have read and understand the terms of this proxy appointment form and by placing my signature below, I am designating the proxy designated above to act in accordance with this proxy appointment form. Signature of Authorized Property Owner Printed Name of Authorized Property Owner Date Signed

4 BALLOT FOR REFERENDUM PETITION 2017 SIPOA Annual Meeting: February 18, Purpose: Referendum regarding the Petitions to amend various sections of the SIPOA Bylaws to eliminate the Nominating Committee. 2. Background: Pursuant to Section 11.1 of the Bylaws, the SIPOA Board has received identical Petitions from more than one hundred twenty-five Property Owners in Good Standing (the "Petitioners") proposing amendments to several sections of the Bylaws (the Petitions ). The Petitions state that the intent of the Petitions is to amend the Bylaws to eliminate the Nominating Committee. The Petitions requested a vote by "Referendum." Referendums are governed pursuant to Article I and Section 4.9 of SIPOA's Bylaws, and are conducted through voting by ballots. This "Ballot" (or "Referendum Ballot") is for the purpose of casting votes for or against the Referendum regarding the Petitions. 3. Proposed Action: See Exhibit "A" attached to this Ballot for a copy of one of the Petitions, which sets forth the amendments to SIPOA's Bylaws proposed by the Petitioners. Exhibit "B" attached to this Ballot contains a blacklined comparison of the Bylaw sections addressed in the Petitions, confirmed by SIPOA's attorney as showing the differences between the existing Bylaw language and the Bylaw language contained in the Petitions. 4. Quorum Requirement: The number of Valid Votes that must be cast by Referendum Ballots in order for the quorum requirement to be met is 1, Percentage of Approvals Necessary: Greater than fifty (50%) of the Valid Votes cast by Referendum Ballot approving the Bylaw language contained in the Petitions will approve the Petitioners' proposed Bylaw amendments, provided however that at least the number of total Valid Votes identified in Item 4 above are cast by Referendum Ballot. 6. Deadline for Filing of Referendum Ballot: A Referendum Ballot must be received by the SIPOA Secretary by 4:00 p.m. on Friday, February 17, 2017 (the "Deadline") to be valid and counted. No Referendum Ballots received after the Deadline will be valid or counted. Delivery of the Referendum Ballot to Heather Paton, Executive Director, will constitute delivery to the SIPOA Secretary. 7. Non-revocable: Referendum Ballots are non-revocable once they are received by SIPOA. 8. Signature: Insert your e-signature here in order for your vote to be valid and counted. Questions? Please contact Heather Paton, Executive Director, at OR hpaton@sipoa.org Page 1 of 7

5 VOTE (Mark the space indicating your selection) The undersigned Property Owner in Good Standing hereby casts the following vote in response to the Petitions: My vote is FOR the Bylaw amendments proposed by the Petitions (regarding elimination of the Nominating Committee): My vote is AGAINST the Bylaw amendments proposed by the Petitions (regarding elimination of the Nominating Committee): PROPERTY OWNED AND IN GOOD STANDING (Please list all Properties if you own more than one) Block/Lot, Villa or Street Address: Total Properties Listed: (One Vote per Property in Good Standing) I hereby certify that I have read and understand the terms of this Referendum Ballot and by placing my signature below, I hereby cast my vote(s) as designated herein. Signature of Authorized Property Owner Printed Name of Authorized Property Owner Date Signed Page 2 of 7

6 Exhibit "A" Page 3 of 7

7 Exhibit "A" Page 4 of 7

8 Exhibit "B" Page 5 of 7

9 Exhibit "B" Page 6 of 7

10 Exhibit "B" Page 7 of 7