Karrenh Viann O.

Jaranilla

Power Legal Basis Nature of Power Required Required Must State All Stocks Need SEC When Filed with When Effective? Appraisal
Board Vote Stockholders Purpose Vote Approval? the SEC? Right?
Vote

Power to extend or Sec. 37 Incident to corporate Majority 2/3 of the No No Yes Not less than 5 Upon approval of Yes
shorten corporate existence outstanding years before the the SEC
term capital stock end of the 50-year
corporate term.

Power to increase Sec. 38 Fundamental Power Majority 2/3 of the Yes Yes Yes After ratification of Upon approval of No
or decrease capital outstanding the board and SEC
stock capital stock stockholders.

Power to deny Sec. 39 Fundamental power All All No Yes No No No Yes

pre-emptive right

Sale or disposition Sec. 40 Incident to corporate Majority 2/3 of the Yes No No No Upon authorization Yes
of assets existence outstanding of the board
capital stock

Power to acquire Sec. 41 Express power No No Yes No No No Upon compliance Yes

own shares with conditions

Power to invest Sec. 42 Incident to corporate Majority 2/3 of the Yes No No No Upon apporoval of
corporate funds in existence outstanding the board and
another capital stock ratification of the
corporation or for stockholders
any purpose

Power to declared Sec. 43 Express Power Majority No No No No No Upon declaration Yes

dividends

Power to enter into Sec. 44 Express Power Majority Majority of the No No No No Upon approval and No
management outstanding signing of contracts
contract capital stock

Merger and Title IX Express Power Majority 2/3 of the Yes No Yes After completion of Upon approval of Yes
consolidation outstanding requirements SEC
capital stock