NOTICE OF MATTERS TO BE VOTED ON AT ANNUAL MEETING OF FRANCHISEE MEMBERS OF THE JIMMY JOHN’S FRANCHISEE ASSOCIATION (JJFA, INC.)

To be Held on October 9, 2017

Dear Franchisee Member:

The Annual Meeting of Members of the Jimmy John’s Franchisee Association (JJFA, Inc. a California Mutual Benefit Corporation) (the “Association”) will be held on October 9, 2017, at approximately 8:30 am, central time, during the JJFA Convention & Supplier Showcase at the Hyatt Regency Hill Country Resort and Spa, located at 9800 Hyatt Resort Drive, San Antonio, Texas, 78251. At the Annual Meeting, the Franchisee Members will vote on the following matters:

1. To elect three at–large (non-officer) nominees to the Association’s Board of Directors, each for a term of two years; and

2. To transact any other business that properly comes before the meeting or any adjournment thereof.

All current Franchisee Members shall be eligible to vote for the eligible Director positions, with each Franchisee Member entitled to one vote per dues-paying store (up to a maximum of 20 stores) for each electable position. The cumulative votes of each Franchisee Member may be allocated to all or any of the nominees. For example, if a Franchisee Member has 10 dues-paying stores, it will be entitled to 30 votes (10 per store per electable position) and may allocate all 30 votes to one person, or split the 30 votes among two or three of the electable positions, as the Franchisee Member sees fit. Ballots will be made available in advance of the Annual meeting through the Annual Convention & Supplier Showcase mobile application. For further information on Franchisee Member voting, you may request a copy of the Association’s Bylaws from Andy Markle, whose contact information is below.

NOMINATIONS

At this time the Association is soliciting nominations for the electable positions. Nominees must be Franchisee Members of the Association (or, in the case of entities, their designated agent). Each Franchisee Member may submit up to three nominations (one for each electable position). The names of the top three nominees for each electable position will appear on the ballot at the Annual Meeting. The electable positions and their incumbents (if any) are as follows:

Position Incumbent
At-large (non-officer) Director 1 None
At-large (non-officer) Director 2 None
At-large (non-officer) Director 3 None

Please submit any nomination(s) by e-mailing their names along with the position to which they are nominated to the Association’s Executive Director, Andy Markle, at andy@jjfainc.com. Feel free to contact Andy with any questions.

ELECTRONIC ATTENDANCE

Franchisee Members may also attend the Annual Meeting electronically through our online platform. Further information in this respect will be circulated in advance of the Annual Meeting. Please contact Andy Markle at the e-mail address indicated above if you have questions on this front.