The Ahtna Hwt’aene (People’s) Trust Ahtna’s Board has developed a Settlement Trust to provide a permanent source of long term distributions to Ahtna’s Shareholders. Settlement Trusts are a special type of trust authorized by the Alaska Native Claims Settlement Act (ANCSA) and Alaska law to provide benefits to shareholders of Alaska Native Corporations. These trusts provide for permanence, protection from creditors, and substantial tax savings. Ahtna’s Trust, known as The Ahtna Hwt’aene (People’s) Trust, will be voted during the 2014 Annual Meeting where a quorum will be required. Under Ahtna’s bylaws, at least one-third of the outstanding shares entitled to vote must be present in person or by proxy to establish a quorum. A majority of the shares counted for quorum must vote to approve a Shareholder Resolution that establishes the Trust as an ANCSA Settlement Trust. Each share will have one vote on the Shareholder Resolution. The voting will be done as a group, that is, Classes A, C, D, E, F, G, H, I, J, and L will vote together on the Trust. This is different than the procedure that Ahtna uses for Director Elections, where the different classes of Ahtna stock vote separately on Directors. Cumulative voting will not apply to the settlement trust vote, but it will apply to the At-Large Director elections held at the June 2014 Annual Meeting. Ahtna’s Directors will be the Trustees of the Trust, and Ahtna’s Shareholders will be the beneficiaries of the Trust. The Trust’s income will be distributed from time to time as determined by the Trustees. The Trustees of the Ahtna Trust can make two types of cash distributions to Ahtna’s Shareholders once the Trust assets reach $10 million. First, the Trustees in their discretion can distribute up to 10% of the Trust’s annual income to provide an elder’s benefit to Ahtna Shareholders aged 62 or older. Second, the Trustees in their discretion can distribute the annual income that is not used to provide an elder’s benefit to all of the Shareholders proportionate upon the number of shares of Ahtna stock each Shareholder owns. The distributed cash will be earned from investment of the assets placed in the Trust by Ahtna. Distributions of the Trust’s principal are prohibited, which will hopefully allow the Trust to grow to benefit future generations of Ahtna Shareholders. If Shareholders approve the Trust, Ahtna’s Board has voted to contribute Ahtna’s existing “Capital Fund” to the Trust, in an approximate amount of $3 million. Future contributions will be made in the discretion of Ahtna’s Board, primarily from Ahtna’s future profits. Assets in the Trust are protected from the creditors of Ahtna as well as the creditors of Ahtna’s Shareholders. Once assets are placed in the Trust, the assets cannot go back to Ahtna. Upon approval of the Trust, every Ahtna Shareholder will automatically own the same number of trust units in the Class as that Shareholder owns Ahtna shares. Thus, if you own 100 Class A Ahtna shares and 50 Class C Ahtna shares, you will own 100 Class A trust units and 50 Class C trust units in the Trust. When Ahtna shares are transferred (other than Class L shares, which are not transferable), such as through gifting of shares or upon the death of a Shareholder, the same number of Trust Units will automatically be transferred to the same person who receives the Ahtna shares. The Trust will be taxed at very favorable tax rates compared to Ahtna. Ahtna’s Shareholders will also receive important tax savings from the Trust, in that distributions of after tax income are not taxable to the beneficiaries and need not be reported on individual tax returns. While Ahtna has been able to make tax free distributions in the past to its Shareholders pursuant to a provision known as the Alaska Native Fund (“ANF”), Ahtna’s ability to make ANF distributions will be exhausted in the next year or so. This means that future distributions by Ahtna will be taxable. AHTNA’S BOARD REQUESTS THAT YOU VOTE YES ON THE SHAREHOLDER RESOLUTION TO ESTABLISH THE TRUST AS AN ANCSA SETTLEMENT TRUST.
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