Mikko Casipe CORPORATION LAW

2B VOTING REQUIREMENTS

TITLE II: INCORPORTION AND ORGANIZATION OF PRIVATE CORPORATIONS

PROVISION ACT BOARD OF DIRECTORS STOCKHOLDERS OR APPRAISAL RIGHT
OR TRUSTEES MEMBERS
Section 11: Corporate Election to maintain N/A Vote of stockholders Available
Term specific corporate representing a majority of
term, in lieu of the corporation’s
perpetual existence outstanding capital stock
Section 15: Amendment Amendment of any Majority vote of the BOD Vote or written assent of Available (Only in case
of Articles of provision or matter or BOT the stockholders of stock corporation)
Incorporation stated in the articles of representing at least 2/3 of
incorporation the outstanding capital
stock (in case of stock
corporation) or at least
2/3 of the members (in
case of non-stock
corporation)
TITLE III: BOARD OF DIRECTORS/TRUSTEES AND OFFICERS
PROVISION ACT BOARD OF DIRECTORS STOCKHOLDERS OR APPRAISAL RIGHT
OR TRUSTEES MEMBERS
Section 27: Removal of Removal of a director N/A Vote of the stockholders N/A
Directors or Trustees or trustee of a representing at least 2/3 of
corporation from the outstanding capital
office stock (in case of stock
corporation) or at least
2/3 of the members
entitled to vote (in case of
non-stock corporation)
Section 28: Vacancies in Filling of vacancy in At least a majority vote of IF THERE IS NO BOD OR N//A
the Office of Director or the BOD or BOT the remaining BOD or BOT QUORUM: Vacancy
Trustee; Emergency created by causes BOT, IF still constituting a must be filled by the
Board other than by removal quorum stockholders or members
or by expiration of in a regular or special
term meeting called for that
purpose
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2B VOTING REQUIREMENTS

Filling of vacancy Unanimous vote of the N/A

when such vacancy remaining directors or
prevents the trustees
remaining directors
from constituting a
quorum and
emergency action is
required to prevent
grave, substantial, and
irreparable loss or
damage to the
corporation
Section 29: Granting of N/A Vote by stockholders N/A
Compensation of compensation to representing at least a
Directors or Trustees directors or trustees majority of the outstanding
and approve the capital stock or majority of
amount thereof the members
Section 31: Dealings of Approval of material Approved by at least 2/3 N/A N/A
Directors, Trustees, or contracts when it is of the entire membership
Officers with the entered into with a of the board, with
Corporation corporation vested approval of at least a
with public interest majority of the
independent directors
Approval of contracts N/A Ratified the vote of N/A
entered into with the stockholders representing
corporation when the at least 2/3 of the
first 3 conditions set outstanding capital stock
forth in Section 31 are (in case of a stock
not met corporation) or at least
2/3 of the members (in
case of a non-stock
corporation)
Section 33: Disloyalty Releasing a director N/A Ratified by a vote of N/A
of a Director from liability of stockholders representing
accounting and at least 2/3 of the
refunding the outstanding capital stock
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2B VOTING REQUIREMENTS

corporation by reason
of acquiring a
business opportunity
which should belong
to the corporation,
thereby acquiring
profit to the prejudice
of such corporation
TITLE IV: POWERS OF CORPORATIONS
PROVISION ACT BOARD OF DIRECTORS STOCKHOLDERS OR APPRAISAL RIGHT
OR TRUSTEES MEMBERS
Section 36: Power to Extension or Majority vote of BOD or Ratified by a vote of the Available (Only in case
Extend or Shorten shortening of BOT stockholders representing of extension of
Corporate Term corporate term as at least 2/3 of the corporate term)
stated in its articles of outstanding capital stock
incorporation (in case of stock
corporation) or 2/3 of its
members (in case of non-
stock corporation)
Section 37: Power to Increase or decrease Majority vote of BOD or Affirmative vote of N/A
Increase of Decrease in capital stock or BOT stockholders representing
Capital Stock; Incur, incur, create, or at least 2/3 of the
Create, or Increase increase any bonded outstanding capital stock
Bonded Indebtedness indebtedness (in case of stock
corporation) or at least
2/3 of the members (in
case of non-stock
corporation)

Note: In case of a stock

corporation, prior
approval of SEC and
Philippine Competition
Commission shall be
necessary after approval of
Mikko Casipe CORPORATION LAW
2B VOTING REQUIREMENTS

application by BOD/BOT
and the stockholders
Section 39: Sale or Sale, lease, exchange, Majority vote of BOD or N/A N/A
Other Disposition of mortgage, pledge, or BOT
Assets disposition of
corporate property
Sale of all or Majority vote of BOD or Affirmative vote of Available
substantially all of the BOT stockholders representing
corporation’s at least 2/3 of the
property and assets, outstanding capital stock
including its good will (in case of stock
corporation) or at least
2/3 of the members (in
case of non-stock
corporation)
Section 41: Power to Investment of Majority of BOD or BOT Affirmative vote of Available
Invest Corporate Funds corporate funds in stockholders representing
in Another Corporation another corporation, at least 2/3 of the
or Business or for Any business, or for any outstanding capital stock
Other Purpose purpose other than (in case of stock
the primary purpose corporation) or at least
for which it was 2/3 of the members (in
organized case of non-stock
corporation)
Section 42: Power to Issuance of Stock N/A Affirmative vote of N/A
Declare Dividends Dividends stockholders representing
at least 2/3 of the
outstanding capital stock
Section 43: Power to Conclusion of a Approval of BOD or BOT Affirmative vote of N/A
Enter into Management management contract stockholders representing
Contract at least 1/3 of the
outstanding capital stock
(in case of stock
corporation) or at least
1/3 of the members (in
Mikko Casipe CORPORATION LAW
2B VOTING REQUIREMENTS

case of non-stock
corporation)

IF:
1.Stockholders
representing the same
interests in both managing
and managed corporations
own or control more than
1/3 of the outstanding
capital stock entitled to
vote of the managing
corporation
2. Majority of the members
of the BOD of the managing
corporation also constitute
majority of the members of
the BOD of the managed
corporation

THEN:
Affirmative vote of
stockholders representing
at least 2/3 of the
outstanding capital stock
(in case of stock
corporation) or at least
2/3 of the members (in
case of non-stock
corporation)
TITLE V: BYLAWS
PROVISION ACT BOARD OF DIRECTORS STOCKHOLDERS OR APPRAISAL RIGHT
OR TRUSTEES MEMBERS
Section 47: Amendment Amendment of Majority vote of BOD or Affirmative vote of owners N/A
to Bylaws bylaws, repeal of BOT of at least a majority of the
outstanding capital stock
Mikko Casipe CORPORATION LAW
2B VOTING REQUIREMENTS

bylaws or adoption of or at least a majority of the

new bylaws members
Delegation of the N/A Affirmative vote of owners N/A
power to amend, of at least 2/3 of the
repeal, and adopt outstanding capital stock
bylaws to the BOD or (in case of stock
BOT corporation) or at least
2/3 of the members (in
case of non-stock
corporation)
Revocation of N/A Affirmative vote of owners N/A
delegation of the of at least a majority of the
power to amend, outstanding capital stock
repeal, and adopt or at least a majority of the
bylaws to the BOD or members
BOT
TITLE IX: MERGER AND CONSOLIDATION
PROVISION ACT BOARD OF DIRECTORS STOCKHOLDERS OR APPRAISAL RIGHT
OR TRUSTEES MEMBERS
Section 76: Submission of Merger Majority vote of each BOD N/A N/A
Stockholders’ or or Consolidation plan or BOT of the constituent
Members’ Approval to Stockholder or corporations
Members for
Approval
Approval of Merger or Majority vote of each BOD Affirmative vote of Available to any
Consolidation Plan or BOT of the constituent stockholders representing dissenting stockholder
corporations at least 2/3 of the
outstanding capital stock Provided, that if after the
(in case of stock approval by the
corporation) or at least 2/3 stockholders of the plan,
of the members (in case of the board of directors
non-stock corporation) decides to abandon the
plan, the right of
appraisal shall be
extinguished
Mikko Casipe CORPORATION LAW
2B VOTING REQUIREMENTS

Amendment to the Majority vote of the Ratified by affirmative vote N/A

Merger or respective BOD or BOT of of stockholders
Consolidation Plan ALL the constituent representing at least 2/3 of
corporations the outstanding capital
stock (in case of stock
corporation) or at least
2/3 of the members (in
case of non-stock
corporation)
TITLE XI: NONSTOCK CORPORATION
PROVISION ACT BOARD OF DIRECTORS STOCKHOLDERS OR APPRAISAL RIGHT
OR TRUSTEES MEMBERS
Section 94: Plan of Recommending a plan Majority vote of BOT N/A N/A
Distribution of Assets of distribution and
directing the
submission thereof to
a vote at a regular or
special meeting of
members having
voting rights
Adoption of Plan of N/A At least 2/3 of members N/A
distribution having voting rights or
represented by proxy
TITLE XII: CLOSE CORPORATIONS
PROVISION ACT BOARD OF DIRECTORS STOCKHOLDERS OR APPRAISAL RIGHT
OR TRUSTEES MEMBERS
Section 102: Amendment of N/A Affirmative vote of at least N/A
Amendment of Articles Articles of 2/3 of the outstanding
of Incorporation Incorporation which capital stock, whether with
seeks to: or without voting rights OR
1. Delete or of such greater proportion
remove any of shares as may be
provision specifically provided in the
required by AOI
this title
Mikko Casipe CORPORATION LAW
2B VOTING REQUIREMENTS

2. Reduce a
quorum or
voting
requirements
stated in the
AOI
TITLE XIV: DISSOLUTION
PROVISION ACT BOARD OF DIRECTORS STOCKHOLDERS OR APPRAISAL RIGHT
OR TRUSTEES MEMBERS
Section 134: Voluntary Dissolution of a Majority vote of BOD or Affirmative vote of N/A
Dissolution Where no corporation if it does BOT stockholders owning at
Creditors are affected not prejudice the least a majority of the
rights of any creditor outstanding capital stock
having a claim against (in case of stock
it corporation) or at least
majority of the members
(in case of non-stock
corporation)
Section 135: Voluntary Dissolution of a Petition signed by Affirmative vote of N/A
Dissolution Where corporation that may majority of BOD or BOT stockholders representing
Creditors are affected prejudice the right of at least 2/3 of the
any creditor outstanding capital stock
(in case of stock
corporation) or at least 2/3
of the members (in case of
non-stock corporation)