Portillo : PTLO Annual Mtg Rules of Conduct

Published: 2025-06-06 18:35:04 ET PTLO

Published on 06/06/2025 at 18:35

‌In fairness to all attendees and in the interest of an orderly meeting, please honor the following rules of conduct and procedures ("Rules"):

The business of the Annual Meeting of Shareholders ("Annual Meeting") is set forth in the Agenda. The only business matters to be conducted at the Annual Meeting are those set forth in the Portillo's Inc. 2025 Notice of Annual Meeting to Shareholders and Proxy Statement.

The Annual Meeting is scheduled for June 10, 2025 at 8:00 a.m., Central Time, with online check-in available approximately 15 minutes before the meeting starts. To participate in the Annual Meeting, including to vote or ask questions, shareholders of record should go to the meeting website at https://http://www.proxydocs.com/PTLO, enter the control number found on their proxy card or Notice of Internet Availability of Proxy Materials, and follow the instructions on the website.

Only shareholders as of the close of business on the record date (April 11, 2025), or their legal proxy holders, may participate, submit questions, and vote at the Annual Meeting. Shareholders may vote until the polls close. Except as provided below, the polls will close immediately after the meeting and before the Q&A session. If you have already voted your shares by proxy, there is no need to vote again unless you wish to revoke or change your vote.

We welcome questions from shareholders. Shareholders may submit questions for our Q&A session before and during the meeting on the virtual annual meeting portal website by clicking on the Q&A button on the top right hand of the platform, typing into the "Submit a Question" field, and clicking the submit button. To give as many shareholders as possible the opportunity to ask questions, please limit yourself to one question. We may summarize a question or consolidate multiple questions on the same topic in the interest of time and clarity. Director nominations and shareholder proposals from the floor will not be accepted at the meeting

To ensure the orderly and efficient conduct of the Annual Meeting, and to protect the interests of all shareholders:

Presentation of Shareholder Proposals: Presentation of a shareholder proposal will be limited to 90 seconds and comments made during the presentation must be limited to the proposal being presented. In order to present a proposal, the presenter must have checked in with the virtual meeting host and verified that they are the proponent or a duly authorized proxy. If neither the proponent nor an authorized proxy has checked in, we will presume the proponent is not present, and we will move the proposal for the purposes of the orderly conduct of the meeting and so that the shareholder votes cast may be recorded. However, the Company will not be acting as a representative of the proponent.

Time Limits: Each shareholder or proxyholder who has been properly recognized to speak shall be allotted a reasonable and limited time to present their comments or questions.

Relevance and Decorum: The Chairman will not address questions that are: (a) not relevant to Portillo's or the conduct of its operations; (b) related to pending or threatened litigation; (c) derogatory or otherwise not respectful; (d) substantially repetitive of other questions; (e) related to personal grievances; (f) in furtherance of the shareholder's personal or business interests and not otherwise a matter of interest to shareholders generally; (g) proposals or director nominations not previously submitted properly under SEC Rule 14a-8 or in accordance with the Company's By-Laws, as applicable; or (h) out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chairman or Corporate Secretary in their reasonable judgment.

Authority of the Chairman: The Chairman shall preside over the Annual Meeting and may make all determinations with respect to these Rules and on all other matters incident to the conduct of the meeting. The Chairman shall have full authority to interrupt, restrict, or end a presentation that exceeds the allotted time or includes remarks that are irrelevant, inappropriate, offensive, or disruptive to the orderly conduct of the meeting. The Chairman's determinations on all procedural matters, including appropriateness and timing of shareholder remarks, shall be final.

If a technical malfunction results in the Company being unable to proceed with the Annual Meeting, the Annual Meeting will be concluded, and, unless the polls have already been closed, the polls on all items of business will close at 12:00 p.m. Central Time on the date of the Annual Meeting. If you are planning to vote by casting a ballot electronically during the meeting, please be prepared to vote as soon as the polls open.

If the Chairman determines that a technical malfunction or other situation may affect the ability of the Annual Meeting to satisfy the requirements for a shareholder meeting under the Delaware General Corporation Law, or otherwise makes it advisable to adjourn the meeting, the Chairman will convene the Annual Meeting at 8:00 a.m. Central Time on June 10, 2025 at the Company's headquarters solely to adjourn the meeting to reconvene at an alternative date, time, and location announced by the Chairman, which we will post on our investor relations page.

Recording the Annual Meeting is prohibited. A replay of the webcast and transcript will be available on our website at https://investors.portillos.com following the close of the Annual Meeting.

If you have difficulty accessing the Annual Meeting, please click on the "View the Meeting Access FAQs Guide" link in your meeting access email for troubleshooting steps and helpline. Please submit any additional questions, comments, or suggestions by email at [email protected].

Thank you for attending the Portillo's Inc. 2025 Annual Meeting of Shareholders. Your fellow shareholders will appreciate your courtesy in observing these procedures, which may be amended from time to time. Participants who fail to comply with these procedures may be excluded from the Annual Meeting at the Chairman's discretion.

PTLO ANNUAL MEETING RULES OF CONDUCT

Disclaimer

Portillo's Inc. published this content on June 06, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 06, 2025 at 22:34 UTC.