Milestone Scientific

1.800.862.1125
Trading Symbol: MLSS
Market Value:

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Nominating Committee

Charter for the Nominating Committee

  1. PURPOSE OF THE COMMITTEE

    The purposes of the Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Milestone Scientific Inc. (the "Company") shall be to recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board.


  2. COMPOSITION OF THE COMMITTEE

    The Committee shall be comprised of two or more directors, each of whom would qualify as an independent director ("Independent Directors") under the listing standards of the American Stock Exchange ("AMEX").

    The members of the Committee shall be appointed annually to one-year terms by majority vote of the Board at the first meeting of the Board following the annual meeting of stockholders, except for the initial appointment which will take place upon the adoption of this charter. Vacancies on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy. No member of the Committee shall be removed except by majority vote of the Independent Directors then in office.

    The Committee shall have the authority to delegate any of its responsibilities to sub-committees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.

    The Committee may obtain independent professional advice to assist it with its functions, with the cost borne by the Company.


  3. MEETINGS AND PROCEDURES OF THE COMMITTEE

    The Committee may fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter. The Committee shall meet at least one time annually or more frequently as circumstances or such rules of procedure as it may adopt require. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.

    To the extent and in the manner that the Company is legally required to do by the rules of the Securities and Exchange Commission, this charter (as then constituted) shall be publicly filed.

  4. DUTIES OF THE COMMITTEE

    The Committee shall:
    1. Identify potential director nominees and evaluate their suitability to serve on the Board.
    2. Recommend to the Board the director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the Bylaws of the Company, which recommendations shall be consistent with certain criteria including the possession of such knowledge, experience, skills, expertise and diversity as may enhance the Board's ability to manage and direct the affairs and business of the Company, including, when applicable, as may enhance the ability of committees of the Board to fulfill their duties. The Committee shall also take into account, as applicable, the satisfaction of any independence requirements imposed by law, regulation and the AMEX Company Guide. The Committee may consider candidates proposed by management, but it is not required to do so.
    3. the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a significant change in status, including but not limited to an employment change, and to recommend whether or not the director should be re-nominated.

    Notwithstanding the foregoing provisions, if the Company is legally required by contract or otherwise to provide third parties with the ability to nominate directors, the selection and nomination of such directors need not be subject to the procedures established by the Committee for evaluating the suitability of a potential director.

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