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RUSH ENTERPRISES, INC.

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The current dual-class structure was adopted in 2002 – with shareholder approval – to enable the Company to issue equity yet remain in compliance with the Voting Interest Provision (as defined below) of its Dealer Sales and Service Agreements with Peterbilt (the “Dealer Agreements”).

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The Dealer Agreements require that certain specified persons own collectively no less than twenty-two percent (22%) of the voting power of the Company (the “Voting Interest Provision”).

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Our relationship with PACCAR has been critical to the Company’s success over the years and it is expected to continue to be critical going forward. Specifically, 38.5% of the Company’s total revenues in 2014 were attributable to the sales of new Peterbilt commercial vehicles, which were made possible by the Dealer Agreements. These amounts do not include significant revenues attributable to the sales of Peterbilt parts and the provision of warranty service on Peterbilt commercial vehicles, which were also made possible by the Dealer Agreements.

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We are unaware of any actions that we can unilaterally take to accomplish Merlin’s stated objective to eliminate the Company’s dual-class capital structure without violating the Voting Interest Provision of the Dealer Agreements, which would allow PACCAR to immediately terminate the Dealer Agreements.

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We believe that approval of the shareholder proposal would not be in the best interests of the Company, given the nature of our relationship with PACCAR and the fact that the Dealer Agreements have relatively short terms and require PACCAR’s agreement for renewal.

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Both the Board and management team believe that the Company must retain the flexibility to conduct its business in the long-term best interests of its shareholders without the overhang of measuring all actions by whether they will advance the elimination of our dual-class structure. The Company believes that the existence of such obligation would, among other things, weaken its negotiating position with PACCAR.