Rand Capital Corporation
ANNUAL MEETING OF SHAREHOLDERS
APRIL 13, 2000
Inspector's Certificate, Results of Balloting
I, Daniel P. Penberthy, the Inspector of Election duly appointed and
qualified, being first duly sworn by the oath hereto annexed, do hereby certify
that prior to the Annual Meeting of Shareholders of Rand Capital Corporation,
held in the First Floor Conference Room of the Rand Building, Buffalo, New York,
on the 13th day of April, 2000, at which a quorum was present, I did receive and
canvass the votes cast by the shareholders, and that the following represents
the results of balloting:
1. ELECTION OF DIRECTORS: The following nominees received the number of votes
set opposite their respective names:
VOTES FOR VOTES WITHHELD
--------- --------------
Allen F. Grum 4,955,438 8,940
Luiz F. Kahl 4,955,438 8,940
Erland E. Kailboume 4,954,238 10,140
Ross B. Kenzie 4,943,823 20,555
Willis S. McLeese 4,954,438 9,920
Reginald B. Newman II 4,955,438 8,940
Jayne K. Rand 4,955,438 8,940
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS: The proposal to ratify
the appointment of Deloitte & Touche LLP as the independent auditors of the
Corporation for the 2000 fiscal year received the following votes:
FOR AGAINST ABSTAIN
--- ------- -------
4,932,215 16,085 16,078
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of April 2000.
/s/ Daniel P. Penberthy
-----------------------------------
Daniel P. Penberthy, Inspector
Subscribed and sworn to before me
this 12 day of April 2000
CAROLE ELLEN TRANQUILLI
No. 01TR6017455
Notary Public, State of New York /s/ Carole Tranquilli
Qualified in Erie County ----------------------------------------
My Commission Expires 12/14/2000 Notary Public
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