APPENDIX A
PROPOSED AMENDMENT TO DECLARATION OF TRUST
OF
EPR PROPERTIES
1. EPR Properties, a Maryland real estate investment trust (the Trust)
under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (Title 8), desires to amend its Declaration of Trust as currently in effect and as hereinafter amended.
2. The Declaration of Trust is hereby amended to add the following immediately after Article NINETEENTH thereof:
TWENTIETH:
Section 1. Definitions. For purposes of this Article
TWENTIETH, the following terms shall have the following meanings:
Affiliate (and derivatives of such term) shall have the meaning ascribed to such term
under Rule 12b-2 promulgated by under the Exchange Act.
Affiliated Company shall mean any partnership,
corporation, limited liability company, trust or other entity directly or indirectly Affiliated or under common Ownership or Control with the Trust including, without limitation, any subsidiary, holding company or intermediary company (as those or
similar terms are defined under the Gaming Laws of any applicable Gaming Jurisdictions), in each case that is registered or licensed under applicable Gaming Laws.
Control (and derivatives of such term) (i) with respect to any Person, shall have the meaning ascribed to such term under Rule 12b-2 under the Exchange Act, (ii) with respect to any Interest, shall mean the possession, directly or indirectly, of the power to direct, whether by agreement, contract, agency or otherwise, the voting rights
or disposition of such Interest, and (iii) as applicable, the meaning ascribed to the term control (and derivatives of such term) under the Gaming Laws of any applicable Gaming Jurisdictions.
Discount shall mean such percentage (up to 100%) as the Board may determine in its sole and absolute discretion, taking into account such equitable and other
factors as it deems appropriate. With respect to any amount, the Discount shall mean the Discount percentage of such amount.
Exchange Act shall mean the
Securities Exchange Act of 1934, as amended from time to time.
Gaming or Gaming Activities shall mean the conduct of gaming and gambling
activities, race books and sports pools, or the use of gaming devices, equipment and supplies in the operation of a casino, pari-mutuel facility, card club, website, mobile application or other enterprise, including, without limitation, slot
machines, gaming tables, cards, dice, gaming chips, player tracking systems, cashless wagering systems, mobile gaming systems, inter-casino linked systems and related and associated equipment, supplies and systems.
Gaming Authorities shall mean all international, national, foreign, domestic, federal, state, provincial, regional, local, tribal, municipal and other
regulatory and licensing bodies, instrumentalities, departments, commissions, authorities, boards, officials, tribunals and agencies with authority over or responsibility for the regulation of Gaming within any Gaming Jurisdiction.
Gaming Jurisdictions shall mean all jurisdictions, domestic and foreign, and their political subdivisions, in which Gaming Activities are or may be lawfully
conducted, including, without limitation, all Gaming Jurisdictions in which the Trust or any of the Affiliated Companies currently conducts or may in the future conduct Gaming Activities.
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2020 Proxy Statement
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Page A-1
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