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You are cordially invited to join us for our 2006 annual ... - Piper Jaffray

You are cordially invited to join us for our 2006 annual ... - Piper Jaffray

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PROXY STATEMENT<strong>2006</strong> ANNUAL MEETING OF SHAREHOLDERSTO BE HELD MAY 2, <strong>2006</strong>The Board of Direc<strong>to</strong>rs of <strong>Piper</strong> <strong>Jaffray</strong> Companies is soliciting proxies <strong>for</strong> <strong>us</strong>e at the <strong>annual</strong>meeting of sh<strong>are</strong>holders <strong>to</strong> be held on May 2, <strong>2006</strong>, and at any adj<strong>our</strong>nment or postponement of themeeting. This proxy statement and the enclosed proxy card <strong>are</strong> first being mailed or given <strong>to</strong>sh<strong>are</strong>holders on or about March 16, <strong>2006</strong>.QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTINGWhat is the purpose of the meeting?At <strong>our</strong> <strong>annual</strong> meeting, sh<strong>are</strong>holders will act upon the matters outlined in the Notice of AnnualMeeting of Sh<strong>are</strong>holders. These include the election of direc<strong>to</strong>rs, approval of <strong>our</strong> Amended andRestated 2003 Annual and Long-Term Incentive Plan, ratification of the selection of <strong>our</strong> independentaudi<strong>to</strong>r <strong>for</strong> <strong>2006</strong> and consideration of a sh<strong>are</strong>holder proposal. Also, management will report onmatters of current interest <strong>to</strong> <strong>our</strong> sh<strong>are</strong>holders and respond <strong>to</strong> questions from <strong>our</strong> sh<strong>are</strong>holders.Who is entitled <strong>to</strong> vote at the meeting?The Board has set March 6, <strong>2006</strong>, as the record date <strong>for</strong> the <strong>annual</strong> meeting. If you were ash<strong>are</strong>holder of record at the close of b<strong>us</strong>iness on March 6, <strong>2006</strong>, you <strong>are</strong> entitled <strong>to</strong> vote at themeeting. As of the record date, 20,722,849 sh<strong>are</strong>s of common s<strong>to</strong>ck, representing all of <strong>our</strong> votings<strong>to</strong>ck, were issued and outstanding and, there<strong>for</strong>e, eligible <strong>to</strong> vote at the meeting.What <strong>are</strong> my voting rights?Holders of <strong>our</strong> common s<strong>to</strong>ck <strong>are</strong> entitled <strong>to</strong> one vote per sh<strong>are</strong>. There<strong>for</strong>e, a <strong>to</strong>tal of 20,722,849votes <strong>are</strong> entitled <strong>to</strong> be cast at the meeting. There is no cumulative voting.How many sh<strong>are</strong>s m<strong>us</strong>t be present <strong>to</strong> hold the meeting?In accordance with <strong>our</strong> bylaws, sh<strong>are</strong>s equal <strong>to</strong> a majority of the voting power of the outstandingsh<strong>are</strong>s of common s<strong>to</strong>ck entitled <strong>to</strong> vote generally in the election of direc<strong>to</strong>rs as of the record datem<strong>us</strong>t be present at the <strong>annual</strong> meeting in order <strong>to</strong> hold the meeting and conduct b<strong>us</strong>iness. This iscalled a quorum. Sh<strong>are</strong>s <strong>are</strong> counted as present at the meeting if:) you <strong>are</strong> present and vote in person at the meeting; or) you have properly and timely submitted y<strong>our</strong> proxy as described below under ‘‘How do Isubmit my proxy?’’What is a proxy?It is y<strong>our</strong> designation of another person <strong>to</strong> vote s<strong>to</strong>ck you own. That other person is called aproxy. If you designate someone as y<strong>our</strong> proxy in a written document, that document also is called aproxy or a proxy card. When you designate a proxy, you also may direct the proxy how <strong>to</strong> vote y<strong>our</strong>sh<strong>are</strong>s. We refer <strong>to</strong> this as y<strong>our</strong> ‘‘proxy vote.’’ Three executive officers have been designated as proxies<strong>for</strong> <strong>our</strong> <strong>2006</strong> <strong>annual</strong> meeting of sh<strong>are</strong>holders. These executive officers <strong>are</strong> Andrew S. Duff, James L.Chosy and Sandra G. Sponem.

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