Sec. 42. Power to invest corporate funds in another corporation / business / any other purpose.

approved by a majority of the BoD/T ratified by the stockholders representing at least two-thirds (2/3 of the o!tstanding capital stock ( non stock meeting d!ly called for the p!rpose"

#ritten notice - proposed investment - time and place of the meeting - service (personal/depo -$ post offc %rovided -$ dissenting stockholder -$ appraisal right %rovided -$ investment by the corporation is reasonably necessary -$ primary p!rpose ( approval of the &'/(s not necessary Sec. 43. Power; declare dividends. BoD may declare dividends from !nrestricted retained earnings -$ payable in ) *ash / %roperty / stock (based on o!tstanding stock held %rovided -$ cash dividends d!e on delin+!ent stock be applied to the !npaid balance , costs and e-penses stock dividends shall be withheld from the delin+!ent stockholder !ntil his !npaid s!bscription is f!lly paid

%rovided -$ stock dividends cannot be iss!ed w/o &' approval 2/3 .*& /eg!lar/special meeting for s!ch

(&tock corporations prohibited from retaining &0/%10& %/.23T& in e-cess of 4556 (paid-in capital stock 7 e-cept8 corporate e-pansion projects/programs loan agreement -$ financial instit!tion/creditor prohibits corp -$ from declaring dividends (w/o its consent retention is necessary9 special (eg special reserve for probable contingencies

Sec. 44. Power to enter into management contract. (!st be approved by BoD and &'9 majority of .*& (: non stock of both the managing and the managed corporation meeting for s!ch

%rovided &'/s (of both managing and managed owns/controls more than 4/3 .*& where a majority of the members of the BoDs (of managing also maj of managed T';< o m!st be approved by &' of the managed (2/3 of the total .*& entitled to vote (:non stock (!st not be for a period longer than = yrs (for any one term

(contracts where corpo !ndertakes -$ operate s!bstantially all of the b!siness of another corp (whether service conts/ operating agreements/ or otherwise -$ s!bject to ne-t prec par &ervice contracts/operating agreements -$ e-ploration/ !tili>ation of nat!ral reso!rces9 may be entered into for periods provided by laws/regs Sec. 45. Ultra vires acts of corporations. <o corporation -$ shall possess or e-ercise any corporate powers -

e-cept those given by *ode/?o3 and e-cept s!ch as are necessary or incidental to the e-ercise of the powers so conferred TITLE V BY LAWS

Sec. 46. Adoption of by-laws. within (4 month after receipt of official notice of the iss!ance of its certificate of (by &;* -$ adopt a code of by-laws for its government not inconsistent with this *ode"

(adoption of by-laws affirmative vote of the &'9 maj of .*& (: non stock signed by the &'/( voting for them kept in the principal office of the corporation7 o s!bject to the inspection of &'/( -$ office ho!rs ? copy thereof9 d!ly certified by a majority D/Ts co!ntersigned by the secretary of the corporation7 filed w/ &;* (attached to orig

( by-laws may be adopted/filed -$ prior to incorporation m!st be approved and signed by all the incorporators s!bmitted to the &;* w/ ?o3

(only effective !pon the iss!ance by &;* - certification that B1s not inconsistent w/ code (&;*9 not accept for filing/amendment if w/o cert of appropriate gov agency - B/ B@1/ T/ 3/ %0/ ;

Sec. 47. Contents of by-laws. 4" (meetings9 D/Ts T/% and manner of calling and cond!cting reg!lar or special meetings 2" (meetings9 &'/( time and manner of calling and cond!cting reg!lar or special meetings 3" (r+rd +!or!m -$ &'/( @ manner of voting therein9 A" (2./( .2 %ro-ies &'/( and the manner of voting them9

=" +!alifications7 d!ties and compensation of directors or tr!stees7 officers and employees9 B" (time ofr ann!al holding of elections of directors of tr!stees and the mode or manner of giving notice thereof9 C" The manner of election or appointment and the term of office of all officers other than directors or tr!stees9 D" penalties9 vio of B1s E" manner of iss!ing stock certificates 45" &!ch other matters -$necessary for convenient transaction -$ corporate b!siness Sec. 48. Amendments to by-laws (ajority vote BoD/T majority of .*& reg!lar or special meeting d!ly called for the p!rpose

The owners of two-thirds (2/3 of .*&9 may delegate to BoD/Ts - power to ?///? new B1s - %rovided -$ considered as revoked whenever &' of maj .*& shall so vote at a reg!lar or special meeting" (#henever any amendment or new by-laws are adopted amendment/new B1s attached to the original by-laws in the office of the corporation copy thereof7 d!ly certified -$ by the corporate secretary and a maj D/Ts -$ filed &;* attached to orig ?o3/B1s

effective !pon iss!ance of cert of &;* (not incon w/code TITLE VI MEETINGS Sec. 49. Kinds of meetings. (eetings of D/T or &'/( /eg!lar special

Sec. 50. egular and special meetings of stoc!holders or members. (/eg!lar meetings &'/( held ann!ally o date fi-ed in the by-laws o if not so fi-ed7 on any date in ?pril of every year as determined by BoD/t %rovided-$ written notice of reg!lar meetings shall be sent to all &'/( o at least two (2 weeks prior to the meeting o !nless a different period is re+!ired by the by-laws" (&pecial meetings &'/( shall be held at any time deemed necessary or as given -$ bylaws written notice o at least 4 week o !nless otherwise in by laws

(notice of meeting can be waived e-pressly/impliedly -$ &'/( (no person a!tho to call meeting !pon petition of &'/( (&howing of good ca!se &;* may iss!e -$ order to the petitioning &'/(

%etitioning &'/( can be ordered by &;* to call a meeting9 give prop notice re+rd by code/B1s shall preside !ntil maj &'/( present -$ choose presiding

Sec. 51. "/P -# $%/&; &''"()*$. &'/(9 //&9 meetings shall be held in the city or m!nicipality where the principal office of the corporation is located o and if practicable in the principal office of the corporation o %rovided7 That (etro (anila shall7 for p!rposes of this section7 be considered a city or m!nicipality" <otice of meetings shall be in writing7 and the time and place thereof stated therein" ?ll proceedings had and any b!siness transacted at any meeting of the stockholders or members7 if within the powers or a!thority of the corporation7 shall be valid even if the meeting be improperly held or called7 provided all the stockholders or members of the corporation are present or d!ly represented at the meeting" (2A and 2= Sec. 52. +uorum in meetings. 0nless given by code/B1s F!or!m G &' maj .*& (:non stock Sec. 53. egular and special meetings of directors or trustees. - /eg!lar meetings of the board of directors or tr!stees of every corporation shall be held monthly7 !nless the by-laws provide otherwise" &pecial meetings of the board of directors or tr!stees may be held at any time !pon the call of the president or as provided in the by-laws" (eetings of directors or tr!stees of corporations may be held anywhere in or o!tside of the %hilippines7 !nless the by-laws provide otherwise" <otice of reg!lar or special meetings stating the date7 time and place of the meeting m!st be sent to every director or tr!stee at least one (4 day prior to the sched!led meeting7 !nless otherwise provided by the by-laws" ? director or tr!stee may waive this re+!irement7 either e-pressly or impliedly" (n

Sec. 54. ,ho shall preside at meetings. - The president shall preside at all meetings of the directors or tr!stee as well as of the stockholders or members7 !nless the by-laws provide otherwise" (n Sec. 55. ight to vote of pledgors- mortgagors- and administrators. - 3n case of pledged or mortgaged shares in stock corporations7 the pledgor or mortgagor shall have the right to attend and vote at meetings of stockholders7 !nless the pledgee or mortgagee is e-pressly given by the pledgor or mortgagor s!ch right in writing which is recorded on the appropriate corporate books" (n ;-ec!tors7 administrators7 receivers7 and other legal representatives d!ly appointed by the co!rt may attend and vote in behalf of the stockholders or members witho!t need of any written pro-y" (2Ca Sec. 56. .oting in case of /oint ownership of stoc!. - 3n case of shares of stock owned jointly by two or more persons7 in order to vote the same7 the consent of all the co-owners shall be necessary7 !nless there is a written pro-y7 signed by all the co-owners7 a!thori>ing one or some of them or any other person to vote s!ch share or shares8 %rovided7 That when the shares are owned in an Hand/orH capacity by the holders thereof7 any one of the joint owners can vote said shares or appoint a pro-y therefor" (n Sec. 57. .oting right for treasury shares. - no voting right (as long as it remains in the treas!ry Sec. 58. Pro0ies. - &tockholders and members may vote in person or by pro-y in all meetings of stockholders or members" %ro-ies shall in writing7 signed by the stockholder or member and filed before the sched!led meeting with the corporate secretary" 0nless otherwise provided in the pro-y7 it shall be valid only for the meeting for which it is intended" <o pro-y shall be valid and effective for a period longer than five (= years at any one time" (n Sec. 59. .oting trusts.

.ne or more stockholders of a stock corporation -$ IT p!rpose (conferring !pon a tr!stee/s the right to vote/other rights pertaining to the shares period not e-ceeding five (= years at any time

(%rovided9 IT9 as a condition in a loan agreement

o said voting tr!st may be for a period e-ceeding five (= years (b!t shall a!tomatically e-pire !pon f!ll payment of the loan" o in writing , notari>ed (specify the terms and conditions thereof o certified copy -$ filed with the corporation and with the &;*9 otherwise7 said agreement is ineffective and !nenforceable"

o *ertificate/certificates of stock covered by the voting tr!st agreement -$ canceled and new ones shall be iss!ed in the name of the tr!stee or tr!stees stating that they are iss!ed p!rs!ant to said agreement" 3n the books of the corporation7 it shall be noted that the transfer in the name of the tr!stee or tr!stees is made p!rs!ant to said voting tr!st agreement" tr!stee/s shall ;/D -$ transferors voting tr!st certificates7 which shall be transferable in the same manner and with the same effect as certificates of stock" The voting tr!st agreement filed with the corporation shall be s!bject to e-amination by any stockholder of the corporation in the same manner as any other corporate book or record8 %rovided7 That both the transferor and the tr!stee or tr!stees may e-ercise the right of inspection of all corporate books and records in accordance with the provisions of this *ode" ?ny other stockholder may transfer his shares to the same tr!stee or tr!stees !pon the terms and conditions stated in the voting tr!st agreement7 and there!pon shall be bo!nd by all the provisions of said agreement" <o IT -$ circ!mventing the law against monopolies/illegal combinations in restraint of trade or !sed for p!rposes of fra!d" (rights granted in IT

a!tomatically e-pire at the end of the agreed period (!nless renewed IT certs/certificates of stock in the name of tr!stee/s shall thereby be deemed canceled and new certificates of stock shall be reiss!ed in the name of the transferors"

Ioting by pro-y
-

can !nless otherwise (agreement TITLE VII STOCKS AND STOCK OLDE!S

Sec. 60. $ubscription contract. ?ny contract 9 ac+!isition of !niss!ed stock in an e-isting corporation/corporation still to be formed -$ deemed a s!bscription notwithstanding the fact that the parties refer to it as a p!rchase/some other contract" (n

Sec. 61. Pre-incorporation subscription. - ? s!bscription for shares of stock of a corporation still to be formed shall be irrevocable for a period of at least si- (B months from the date of s!bscription7 !nless all of the other s!bscribers consent to the revocation7 or !nless the incorporation of said corporation fails to materiali>e within said period or within a longer period as may be stip!lated in the contract of s!bscription8 %rovided7 That no pre-incorporation s!bscription may be revoked after the s!bmission of the articles of incorporation to the &ec!rities and ;-change *ommission" (n

Sec. 62. Consideration for stoc!s. iss!ance of stocks9 consideration9 not less than o par ./ o iss!ed price *onsideration9 maybe any or a combination of any 2 or more8

(*%1 3T.

4" ?ct!al cash paid9 2" %roperty act!ally received9 T/3 9 </* -$ p!rpose at a fair val!ation 3" 1abor/services 9 rendered to the corporation9 A" %revio!sly inc!rred indebtedness =" ?mo!nts transferred from !nrestricted retained earnings to stated capital B" .!tstanding shares9 e-changed for stocks9 reclassi/conversion (in

(consideration9 other than act!al cash/3ntangible prop9 s!ch as patents of copyrights - Ial!ation9 initially determined by 3ncorps/BoDs s!bject to approval of &;* (&hares of &tock7 non iss!ance for - promissory notes/f!t!re service (considerations in this section9 as applicable - may be !sed for the iss!ance of bonds by the corp

(iss!ed price of <. par val!e shares may be fi-ed in the ?o3 or by the BoDs p!rs!ant to a!thority conferred !pon it by the articles of incorporation or the by-laws ./ in the absence thereof7 majority .*& , for s!ch p!rpose

Sec. 63. Certificate of stoc! and transfer of shares. - The capital stock of stock corporations shall be divided into shares for which certificates signed by the president or vice president7 co!ntersigned by the secretary or assistant secretary7 and sealed with the seal of the corporation shall be iss!ed in accordance with the bylaws" &hares of stock so iss!ed are personal property and may be transferred by delivery of the certificate or certificates endorsed by the owner or his attorney-in-fact or other person legally a!thori>ed to make the transfer" <o transfer7 however7 shall be valid7 e-cept as

between the parties7 !ntil the transfer is recorded in the books of the corporation showing the names of the parties to the transaction7 the date of the transfer7 the n!mber of the certificate or certificates and the n!mber of shares transferred" <o shares of stock against which the corporation holds any !npaid claim shall be transferable in the books of the corporation" (3= Sec. 64. (ssuance of stoc! certificates. f!ll amo!nt of his s!bscription -$ paid (if delin+!ent interest and e-penses

Sec. 65. 1iability of directors for watered stoc!s. director or officer -$ consenting -$ iss!ance of stocks o consideration less than par o iss!ed val!e o for (consideration in any form other than cash val!ed in e-cess of its fair val!e o having knowledge not e-press his objection in writing / file the same with the corporate secretary - solidarily7 liable with the stockholder concerned to the corporation/ creditors for the (difference between the fair val!e received at the time of iss!ance of the stock and the par or iss!ed val!e Sec. 66. (nterest on unpaid subscriptions. &!bscribers pay -$ interest -$ all !npaid s!bscriptions (fi-ed by by laws o from the date of s!bscription o rate of interest fi-ed 3f no rate of interest is fi-ed -$ legal rate

Sec. 67. Payment of balance of subscription.

(&!bject to -$ contract of s!bscription (BoD9 stock corps may at any time declare payable -$ !npaid s!bscriptions may collect the same or s!ch percentage thereof7 in either case with accr!ed interest7 if any7 as it may deem necessary"

(%ayment9 !npaid s!bscription/ percentage/ interest accr!ed date on cont of s!b/ date on call by BoD 2ail!re to pay on s!ch date shall -$ entire balance d!e and payable and shall make the stockholder liable for interest at the legal rate on s!ch balance (!nless a different rate of interest is provided in the by-laws7 comp!ted from s!ch date !ntil f!ll payment 3f within thirty (35 days from the said date no payment is made -$ delin+!ent and shall be s!bject to sale as hereinafter provided7 !nless the board of directors orders otherwise

Sec. 68. 2elin3uency sale. (BoD -$ /eso order the sale of delin+!ent stock state the amo!nt d!e on each s!bscription accr!ed interest the date7 time and place of the sale which shall not be less than thirty (35 days nor more than si-ty (B5 days from the date the stocks become delin+!ent"

(<otice of said sale , copy of the resol!tion sent to every delin+!ent stockholder either o personally or by registered mail" The same shall f!rthermore be p!blished once a week for two (2 consec!tive weeks in a newspaper of general circ!lation in the province or city where the principal office of the corporation is located"

(0nless the delin+!ent stockholder pays balance d!e on his s!bscription/accr!ed interest/ costs of advertisement/ e-penses of sale (!nless the board of directors otherwise orders

delin+!ent stock sold -$ p!blic a!ction to s!ch bidder who shall offer to pay the f!ll amo!nt of the balance/ accr!ed interest/ costs of advertisement/e-penses of sale7 for the smallest n!mber of shares or fraction of a share" The stock so p!rchased shall be transferred to s!ch p!rchaser in the books of the corporation and a certificate for s!ch stock shall be iss!ed in his favor" The remaining shares7 if any7 shall be credited in favor of the delin+!ent stockholder who shall likewise be entitled to the iss!ance of a certificate of stock covering s!ch shares"

&ho!ld there be no bidder at the p!blic a!ction who offers to pay the f!ll amo!nt of the balance on the s!bscription together with accr!ed interest7 costs of advertisement and e-penses of sale7 for the smallest n!mber of shares or fraction of a share7 the corporation may7 s!bject to the provisions of this *ode7 bid for the same7 and the total amo!nt d!e shall be credited as paid in f!ll in the books of the corporation" Title to all the shares of stock covered by the s!bscription shall be vested in the corporation as treas!ry shares and may be disposed of by said corporation in accordance with the provisions of this *ode" Sec. 69. ,hen sale may be 3uestioned. - <o action to recover delin+!ent stock sold can be s!stained !pon the gro!nd of irreg!larity or defect in the notice of sale7 or in the sale itself of the delin+!ent stock7 !nless the party seeking to maintain s!ch action first pays or tenders to the party holding the stock the s!m for which the same was sold7 with interest from the date of sale at the legal rate9 and no s!ch action shall be maintained !nless it is commenced by the filing of a complaint within si- (B months from the date of sale" (ACa Sec. 70. Court action to recover unpaid subscription. <othing in this *ode shall prevent the corporation from collecting co!rt of proper j!risdiction the amo!nt d!e -$ !npaid s!bscription / accr!ed interest / costs and e-penses Sec. 71. 'ffect of delin3uency. *ant vote

<ot entitled to rights of &' e-cept -$ right to dividends in accordance with the provisions of this *ode

(!ntil and !nless he pays the amo!nt d!e on his s!bscription with accr!ed interest7 and the costs and e-penses of advertisement7 if any" (=5a Sec. 72. ights of unpaid shares.

'olders of s!bscribed shares not f!lly paid not DF have all rights of a &'

Sec. 73. 1ost or destroyed certificates. ( proced!re9 the iss!ance by a corporation of new certificates of stock in lie! of those lost/stolen / destroyed 8 4" The registered owner (or legal rep of a certificate of stock in a corporation -$ file with the corporation an ?223D?I3T in T/3%13*?T; setting forth8 a" (if possible the circ!mstances as to how the certificate was lost7 stolen or destroyed b" n!mber of shares represented by s!ch certificate c" serial n!mber of the certificate d" name of the corporation which iss!ed the same 'e shall also s!bmit s!ch other information and evidence which he may deem necessary 2" (after verification via books corporation -$ p!blish a <.T3*; in a newspaper of general circ!lation p!blished in the place where the corporation has its principal office7 once a week 3 weeks at the e-pense of the registered owner of the certificate of stock which has been lost7 stolen or destroyed" &tating8 a" name of said corporation b" name of the registered owner c" serial n!mber of said certificate d" n!mber of shares represented by s!ch certificate e" that after the e-piration of one (4 year from the date of the last p!blication7 if no contest has been

presented to said corporation regarding said certificate of stock7 the right to make s!ch contest shall be barred and said corporation shall cancel in its books the certificate of stock which has been lost7 stolen or destroyed and iss!e in lie! thereof new certificate of stock f" !nless the registered owner files a bond or other sec!rity in lie! thereof as may be re+!ired7 effective for a period of one (4 year7 for s!ch amo!nt and in s!ch form and with s!ch s!reties as may be satisfactory to the board of directors7 in which case a new certificate may be iss!ed even before the e-piration of the one (4 year period provided herein8 g" %rovided7 That if a contest has been presented to said corporation or if an action is pending in co!rt regarding the ownership of said certificate of stock -$ iss!ance of the new certificate of stock in lie! thereof shall be &0&%;<D;D !ntil the final decision by the co!rt regarding the ownership of said certificate of stock which has been lost7 stolen or destroyed" ;-cept in case of fra!d7 bad faith7 or negligence on the part of the corporation and its officers7 no action may be bro!ght against any corporation which shall have iss!ed certificate of stock in lie! of those lost7 stolen or destroyed p!rs!ant to the proced!re abovedescribed" (/" ?" 254a TITLE VIII CO!"O!ATE BOOKS AND !ECO!DS Sec. 74. 4oo!s to be !ept; stoc! transfer agent. - ;very corporation shall keep and caref!lly preserve at its principal office a record of all b!siness transactions and min!tes of all meetings of stockholders or members7 or of the board of directors or tr!stees7 in which shall be set forth in detail the time and place of holding the meeting7 how a!thori>ed7 the notice given7 whether the meeting was reg!lar or special7 if special its object7 those present and absent7 and every act done or ordered done at the meeting" 0pon the demand of any director7 tr!stee7 stockholder or member7 the time when any director7 tr!stee7 stockholder or member entered or left the meeting m!st be noted in the min!tes9 and on a similar demand7 the yeas and nays m!st be taken on any motion or proposition7 and a record thereof caref!lly made" The protest of any director7 tr!stee7

stockholder or member on any action or proposed action m!st be recorded in f!ll on his demand" The records of all b!siness transactions of the corporation and the min!tes of any meetings shall be open to inspection by any director7 tr!stee7 stockholder or member of the corporation at reasonable ho!rs on b!siness days and he may demand7 writing7 for a copy of e-cerpts from said records or min!tes7 at his e-pense" ?ny officer or agent of the corporation who shall ref!se to allow any director7 tr!stees7 stockholder or member of the corporation to e-amine and copy e-cerpts from its records or min!tes7 in accordance with the provisions of this *ode7 shall be liable to s!ch director7 tr!stee7 stockholder or member for damages7 and in addition7 shall be g!ilty of an offense which shall be p!nishable !nder &ection 4AA of this *ode8 %rovided7 That if s!ch ref!sal is made p!rs!ant to a resol!tion or order of the board of directors or tr!stees7 the liability !nder this section for s!ch action shall be imposed !pon the directors or tr!stees who voted for s!ch ref!sal8 and %rovided7 f!rther7 That it shall be a defense to any action !nder this section that the person demanding to e-amine and copy e-cerpts from the corporationJs records and min!tes has improperly !sed any information sec!red thro!gh any prior e-amination of the records or min!tes of s!ch corporation or of any other corporation7 or was not acting in good faith or for a legitimate p!rpose in making his demand" &tock corporations m!st also keep a book to be known as the Hstock and transfer bookH7 in which m!st be kept a record of all stocks in the names of the stockholders alphabetically arranged9 the installments paid and !npaid on all stock for which s!bscription has been made7 and the date of payment of any installment9 a statement of every alienation7 sale or transfer of stock made7 the date thereof7 and by and to whom made9 and s!ch other entries as the by-laws may prescribe" The stock and transfer book shall be kept in the principal office of the corporation or in the office of its stock transfer agent and shall be open for inspection by any director or stockholder of the corporation at reasonable ho!rs on b!siness days" <o stock transfer agent or one engaged principally in the b!siness of registering transfers of stocks in behalf of a stock corporation shall be allowed to operate in the %hilippines !nless he sec!res a license from the &ec!rities and ;-change *ommission and pays a fee as may be fi-ed by the *ommission7 which shall be renewable ann!ally8 %rovided7 That a stock corporation is not precl!ded from performing or making transfer of its own stocks7 in which case all the r!les and

reg!lations imposed on stock transfer agents7 e-cept the payment of a license fee herein provided7 shall be applicable" (=4a and 32a9 B" %" <o" 2BD" Sec. 75. ight to financial statements. - #ithin ten (45 days from receipt of a written re+!est of any stockholder or member7 the corporation shall f!rnish to him its most recent financial statement7 which shall incl!de a balance sheet as of the end of the last ta-able year and a profit or loss statement for said ta-able year7 showing in reasonable detail its assets and liabilities and the res!lt of its operations" ?t the reg!lar meeting of stockholders or members7 the board of directors or tr!stees shall present to s!ch stockholders or members a financial report of the operations of the corporation for the preceding year7 which shall incl!de financial statements7 d!ly signed and certified by an independent certified p!blic acco!ntant" 'owever7 if the paid-!p capital of the corporation is less than %=57555"557 the financial statements may be certified !nder oath by the treas!rer or any responsible officer of the corporation" (n TITLE I# ME!GE! AND CONSOLIDATION Sec. 76. Plan or merger of consolidation. - Two or more corporations may merge into a single corporation which shall be one of the constit!ent corporations or may consolidate into a new single corporation which shall be the consolidated corporation" The board of directors or tr!stees of each corporation7 party to the merger or consolidation7 shall approve a plan of merger or consolidation setting forth the following8 4" The names of the corporations proposing to merge or consolidate7 hereinafter referred to as the constit!ent corporations9 2" The terms of the merger or consolidation and the mode of carrying the same into effect9 3" ? statement of the changes7 if any7 in the articles of incorporation of the s!rviving corporation in case of merger9 and7 with respect to the consolidated corporation in case of consolidation7 all the statements re+!ired to be set forth in the

articles of incorporation for corporations organi>ed !nder this *ode9 and A" &!ch other provisions with respect to the proposed merger or consolidation as are deemed necessary or desirable" (n Sec. 77. $toc!holder5s or member5s approval. ) majority vote of each of the board of directors or tr!stees of the constit!ent corporations of the plan of merger or consolidation the same shall be s!bmitted for approval by the stockholders or members of each of s!ch corporations at separate corporate meetings d!ly called for the p!rpose" <otice of s!ch meetings shall be given to all stockholders or members of the respective corporations7 at least two (2 weeks prior to the date of the meeting7 either personally or by registered mail" &aid notice shall state the p!rpose of the meeting and shall incl!de a copy or a s!mmary of the plan of merger or consolidation" The affirmative vote of stockholders 2/3s .*& ?ny dissenting stockholder in stock corporations may e-ercise his appraisal right in accordance with the *ode %rovided7 That if after the approval by the stockholders of s!ch plan7 the board of directors decides to abandon the plan7 the appraisal right shall be e-ting!ished"

( amendment to the plan of merger or consolidation may be made7 provided s!ch amendment is approved by majority vote Bod/Ts all the constit!ent corporations ratified by the affirmative vote of 2/3s .*& of constit!ent corps &!ch plan7 together with any amendment7 shall be considered as the agreement of merger or consolidation" (n

Sec. 78. Articles of merger or consolidation. ?rts of (/* e-ec!ted by each of the constit!ent corporations to be signed by the president or vice-president certified by the secretary or assistant secretary of each corporation setting forth8 4" The plan (/*

2" n!mber of shares o!tstanding (& /members (<& 3" n!mber of shares or members -$ voting for and against s!ch plan7 Sec. 79. 'ffectivity of merger or consolidation. ?o(/* s!bmitted to the &ec!rities and ;-change *ommission in F0?D/0%13*?T; for its approval - (re+!irement of gov agency recom for:" %rovided7 That in the case of merger or consolidation of banks or banking instit!tions7 b!ilding and loan associations7 tr!st companies7 ins!rance companies7 p!blic !tilities7 ed!cational instit!tions and other special corporations governed by special laws7 the favorable recommendation of the appropriate government agency shall first be obtained" - 3f the *ommission is satisfied that the merger or consolidation of the corporations concerned is not inconsistent -$ iss!e a *;/T323*?T; of merger or of consolidation7 at which time the merger or consolidation shall be effective" (!pon investi9 &;*9 if contrary provs of code -$ shall set a hearing to give the corporations concerned the opport!nity to be heard" - #ritten <.T3*; of the date7 time and place of hearing shall be given to each constit!ent corporation at least two (2 weeks before said hearing" The *ommission shall thereafter proceed as provided in this *ode" (n Sec. 80. 'ffects or merger or consolidation.

4" The constit!ent corporations shall become a single corporation which7 in case of merger7 shall be the s!rviving corporation designated in the plan of merger9 and7 in case of consolidation7 shall be the consolidated corporation designated in the plan of consolidation9 2" The separate e-istence of the constit!ent corporations shall cease7 e-cept that of the s!rviving or the consolidated corporation9 3" The s!rviving or the consolidated corporation shall possess all the rights7 privileges7 imm!nities and powers and shall be

s!bject to all the d!ties and liabilities of a corporation organi>ed !nder this *ode9 A" The s!rviving or the consolidated corporation shall there!pon and thereafter possess all the rights7 privileges7 imm!nities and franchises of each of the constit!ent corporations9 and all property7 real or personal7 and all receivables d!e on whatever acco!nt7 incl!ding s!bscriptions to shares and other choses in action7 and all and every other interest of7 or belonging to7 or d!e to each constit!ent corporation7 shall be deemed transferred to and vested in s!ch s!rviving or consolidated corporation witho!t f!rther act or deed9 and =" The s!rviving or consolidated corporation shall be responsible and liable for all the liabilities and obligations of each of the constit!ent corporations in the same manner as if s!ch s!rviving or consolidated corporation had itself inc!rred s!ch liabilities or obligations9 and any pending claim7 action or proceeding bro!ght by or against any of s!ch constit!ent corporations may be prosec!ted by or against the s!rviving or consolidated corporation" The rights of creditors or liens !pon the property of any of s!ch constit!ent corporations shall not be impaired by s!ch merger or consolidation" (n