

| FAMILY DOLLAR STORES INC | 16/01/2014 AGM | |
|---|---|---|
| 1.1 | Re-elect Mark R. Bernstein | Withhold |
| 1.2 | Re-elect Pamela L. Davies | Withhold |
| 1.3 | Re-elect Sharon Allred Decker | Withhold |
| 1.4 | Re-elect Edward C. Dolby | Withhold |
| 1.5 | Re-elect Glenn A. Eisenberg | Withhold |
| 1.6 | Re-elect Edward P. Garden | Withhold |
| 1.7 | Re-elect Howard R. Levine | Withhold |
| 1.8 | Re-elect George R. Mahoney, Jr. | Withhold |
| 1.9 | Re-elect James G. Martin | Withhold |
| 1.10 | Re-elect Harvey Morgan | For |
| 1.11 | Re-elect Dale C. Pond | For |
| 2 | Approve Pay Structure | Oppose |
| 3 | Appoint the auditors | For |