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1. MILL CREEK FITNESS, INC., an Indiana Corporation
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of Mill Creek Fitness, Inc. will
be held at 4310 Saratoga Parkway, Suite 600, Plainfield, Indiana 46168 on January 5, 2015, at
10:00 a.m., Eastern Standard Time, for the following purposes:
1. To elect five (5) directors to serve until the next annual meeting or until their successors
shall have been elected and qualified;
2. To ratify the proposed expansion into Ohio and Illinois;
3. To act upon a shareholder proposal with respect to suspicions that the President has
embezzled funds from the Corporation; and
4. To transact such other business as may properly come before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on December 5, 2014, are entitled to notice
of and to vote at the meeting or any adjournments thereof.
November 25, 2014 By order of the Board of Directors
Plainfield, Indiana Kristy Rocca,
Secretary

2. MILL CREEK FITNESS, INC., an Indiana Corporation
ANNUAL MEETING OF SHAREHOLDERS
January 5, 2015, 10:00 A.M. Eastern Standard Time
4310 Saratoga Parkway, Suite 600, Plainfield, Indiana 46168
Agenda
Time Topic Presenter
10:00 Welcome and declaration of a quorum Angela Ames,
Chairman of the Board
10:10 Election of directors
 Chairman of the Board;
 President;
 Vice President;
 Secretary; and
 Treasurer
Angela Ames,
Chairman of the Board
10:30 Ratify the proposed expansion into Ohio and Illinois Stanley Yelnats,
Vice President
11:00 Consider shareholder proposal with respect to suspicions
that Steven Nelson, current President, has embezzled
funds
Angela Ames,
Chairman of the Board
Ron Diaz, Treasurer
11:30 Closing Remarks Angela Ames,
Chairman of the Board
12:00 Adjournment

3. General Proxy
I hereby appoint Stanley Yelnats as my agent with full power to vote and act for me at his
discretion upon any business, including the election of directors at any meeting of the
shareholders of Mill Creek Fitness, Inc. or any adjournment thereof, held during the term of this
proxy at which I am not present in person.
This proxy shall be valid for one year unless sooner revoked by me by delivering to the
secretary of the corporation a written revocation of this proxy.
All previous proxies are hereby revoked.
Date Harriet Freeman

4. Limited Proxy
I hereby appoint Stanley Yelnats as my agent with full power to vote and act for me upon
the matter of the election of directors at the annual meeting of shareholders of Mill Creek
Fitness, Inc. to be held January 5, 2015. I approve of the following elections:
Chairman of the Board: Angela Ames
President: Harriet Freeman
Vice President: Stanley Yelnats
Secretary: Kristy Rocca
Treasurer: Ron Diaz
This proxy shall be valid from the date below until the earlier of (a) the date of the annual
meeting; or (b) the revocation by me by delivering to the secretary of the corporation a written
revocation of this proxy.
All previous proxies are hereby revoked.
Date Sheila Stevenson

5. SHEILA STEVENSON
3166 Normandy Road
Indianapolis IN 46234
Telephone: (317) 123-4567
November 11, 2014
Kristy Rocca, Secretary
Mill Creek Fitness, Inc.
528 Montchanin Road
Wilmington DE 19710
Re: Request for Special Meeting of Shareholders
Dear Ms. Rocca:
Pursuant to Indiana Code § 23-1-29-2(b), I hereby request a special meeting of shareholders of Mill Creek Fitness,
Inc. This special meeting may also be held in conjunction with the annual meeting if it is efficient to do so.
The purpose of this special meeting is to consider evidence that Steven Nelson, the president of Mill Creek Fitness,
Inc. has embezzled funds belonging to the corporation. The evidence of this allegation is as follows:
 On October 18, I spoke with Ron Diaz, the treasurer, who disclosed that Mr. Nelson had been allotted
$2,500.00 per month to pay for rental of new business locations in Ohio and Illinois. Mr. Diaz noted that
the two lease agreements Mr. Nelson had signed were each for $2,300.00 per month. Mr. Nelson’s budget
should, therefore, have $400.00 remaining after payment of the monthly rent on those two locations. These
leases have both been in effect for 6 months. Consequently, Mr. Nelson should have $2,400.00 remaining
in his cash account. Mr. Diaz informed me that Mr. Nelson’s cash account has a balance of $0.00.
 On October 25, I saw Mr. Nelson’s wife, Beth, at a charitable fundraising event. Beth Nelson was wearing
a full-length fur coat. Another individual commented on Beth’s coat and Beth told the two of us that her
husband recently bought it for her and she believed “it was quite expensive, at least $2,400.00.”
It is my hope that a special meeting of shareholders will allow Mr. Nelson to explain these incriminating details and
lead to the appropriate action thereafter.
If you have any questions, I can be reached at the phone number above.
Sincerely,
Sheila Stevenson