Shares/Percentage

Rights of Shareholders
Held
At least one (1) All general rights of a shareholder:
share
(1) Right to attend stockholders’ meetings;
(2) Right to vote on certain corporate matters including election and
removal of directors;
(3) Right to cumulate votes in connection with election of directors;
(4) Right to receive corporate dividends;
(5) Right to inspect and copy corporate records;
(6) Appraisal right;
(7) Right to file an individual, representative, or derivative suit;
(8) Right to the issuance of stock certificates for fully paid shares;
(9) Right to receive proportionately the net assets of the corporation
in liquidation; and
(10) Right to transfer of stocks in corporate books
Shares representing Under the by-laws of COL, there are 11 directors that can be elected, 4
about 13% of whom are independent directors. For the remaining 7 directors, the
minimum number of shares required to ensure the election of at least 1
director would be about 13%.
Shares representing Has the right to request the manner of voting on any question posed on
at least 20% of the stockholders to be conducted by ballot, as opposed to a voting by viva
outstanding capital voce
stock
Shares representing Has capacity to block the approval of the fundamental corporate acts
more than 1/3 of listed on Schedule 1
the outstanding
capital stock
Shares representing (i) Has capacity to constitute quorum or prevent the existence of a
at least a majority quorum for purposes of a shareholders’ meeting;
of the outstanding
capital stock (ii) Has the capacity to call a special meeting of stockholders, at any
time and for any purpose; and

(iii) Has the capacity to approve the matters in listed in Schedule 2

Shares representing Has capacity to approve the matters listed in Schedule 1
at least 2/3 of the
outstanding capital
stock
2
Schedule 1

Corporate Actions that Require the Approval of Shareholders Holding Shares that Represent At
Least 2/3 of a Company’s Issued and Outstanding Capital

1. Amendment, repeal, or adoption of new-by law

However, this delegated power may be revoked by a majority vote of stockholders

representing a majority of the outstanding capital stock.

2. Amendment of articles of incorporation

3. Approval of management contract

In the event a stockholder or stockholders representing the same interest of both the
managing and the managed corporations own or control more than 1/3 of the total
outstanding capital stock entitled to vote of the managing corporation, the approval of at
least 2/3 of the total outstanding capital stock entitled to vote of the managed corporation
is needed to conclude the management contract.

4. Ratification of Contracts Entered into By Directors or Officers with the Corporation

Contracts entered into by directors or officers with the corporation are voidable at the
option of the corporation, unless all of the following are present:

a) The presence of such director or trustee in the board meeting in which the contract
was approved was not necessary to constitute a quorum for such meeting;

b) The vote of such director or trustee was not necessary for the approval of the contract;

c) The contract is fair and reasonable under the circumstances; and

d) In case of an officer, the contract has been previously authorized by the board of
directors.

If either (a) or (b) above, or both, are absent, the contract may be ratified by the vote of
the stockholders representing at least 2/3 of the outstanding capital stock, as long as full
disclosure of the adverse interest of the directors involved is made at the meeting called
for the purpose.

5. Ratification of Contracts Entered Into By and Between Corporations with Interlocking

Directors

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 As long as there is no fraud, and provided the contract is fair and reasonable under the
circumstances, a contract entered into between two or more corporations having
interlocking directors are deemed valid. However, if the interest of the interlocking
director in one corporation is substantial and his interest in the other corporation or
corporations is merely nominal, the contract may be ratified by the vote of the
stockholders representing at least 2/3 of the outstanding capital stock, as long as full
disclosure of the adverse interest of the directors involved is made at the meeting called
for the purpose. For purposes of interlocking directors, stockholdings exceeding 20%
percent of the outstanding capital stock is considered substantial.

6. Ratification of Contract Entered into by a Disloyal Director

A director who obtains profit in a business opportunity that rightfully belongs to the
corporation is required to refund such profits, unless his acts are ratified by a vote of the
stockholders owning or representing at least 2/3 of the outstanding capital stock.

7. Declaration of Stock Dividends

The board of directors may declare dividends out of the unrestricted retained earnings of
the corporation, which may be payable in cash, in property, or in stock to all stockholders
on the basis of their stockholdings. However, stock dividends may not be issued without
the approval of stockholders representing not less than 2/3 of the outstanding capital
stock at a regular or special meeting duly called for the purpose.

8. Grant of Stock Options

The board of directors may grant stock options to non-stockholders if it has been
authorized to grant that benefit by the corporation's articles of incorporation, by-laws or
by a resolution of the stockholders representing at least 2/3 of the outstanding voting and
non-voting capital stock. Directors and officers may also be granted stock options with
the approval of stockholders representing at least 2/3 of the outstanding capital stock.

9. Power to Increase or Decrease Capital Stock or Incur or Create Bonded Indebtedness

10. Denial of Pre-emptive Right

Pre-emptive right cannot be exercised over shares that must be issued in compliance with
laws requiring stock offerings or minimum stock ownership by the public; or to shares to
be issued in good faith with the approval of the stockholders representing 2/3 of the
outstanding capital stock, in exchange for property needed for corporate purposes or in
payment of a previously contracted debt.

11. Sale or Disposition of Corporate Assets

The board of directors may sell, lease, exchange, mortgage, pledge or otherwise dispose
of all or substantially all of property and assets, including the goodwill of the corporation

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 when authorized by the vote of the stockholders representing at least 2/3 of the
outstanding capital stock.

A sale or other disposition shall be deemed to cover substantially all the corporate
property and assets if the corporation would be rendered incapable of continuing the
business or accomplishing the purpose for which it was incorporated as a result of such
sale or disposition.

12. Ratification of Investment of Corporate Funds in Another Corporation or Business or

For Any Other Purpose

The corporation may invest its funds in any other corporation or business or for any
purpose other than the primary purpose for which it was incorporated when approved by
a majority of the board of directors and ratified by the stockholders representing at least
2/3 of the outstanding capital stock. However, the approval of the stockholders will not
be necessary in case the investment by the corporation is reasonably necessary to
accomplish its primary purpose as stated in the articles of incorporation.

13. Approval of Merger or Consolidation

The affirmative vote of stockholders representing at least 2/3 of the outstanding capital
stock of each corporation is necessary for the approval or amendment of any plan of
merger or consolidation.

14. Extending or Shortening of Corporate Term

The corporation may extend or shorten its corporate term as stated in the articles of
incorporation when approved by a majority vote of the board of directors or trustees and
ratified at a meeting by the stockholders representing at least 2/3 of the outstanding
capital stock.

15. Corporate Dissolution

If dissolution will not prejudice any of its creditors, the corporation may decide to
undergo voluntary dissolution. This may be effected by a majority vote of the board of
directors and by a resolution duly adopted by the affirmative vote of the stockholders
owning at least 2/3 of the outstanding capital stock (includes voting and non-voting
shares). A voluntary dissolution may also be effected by amending the articles of
incorporation to shorten the corporate term. This would require the majority vote of the
board of directors and the affirmative vote of shareholders representing 2/3 of the
outstanding capital stock.

16. Removal of Directors

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Any director of a corporation may also be removed from office by a vote of the
stockholders holding or representing at least two-thirds (2/3) of the outstanding capital
stock.

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Schedule 2

Corporate Actions that Require the Approval of Shareholders Holding Shares that Represent At
Least a Majority Of a Company’s Issued and Outstanding Capital

1. Adoption of corporate by-laws

The by-laws adopted by a corporation may be amended, repealed, or replaced by a new

one, by a majority vote of the board of directors and the affirmative vote of stockholders
representing at least a majority of the outstanding capital stock.

2. Grant of compensation to directors

Except for reasonable per diems, corporate directors are not entitled to compensation,
unless otherwise provided in the by-laws. Any such compensation other than reasonable
per diems may be granted to directors by the vote of stockholders representing at least a
majority of the outstanding capital stock at a regular or special meeting.

3. Approval of Management Contract

Management contracts with another corporation cannot be concluded without the

approval of the board of directors and by the stockholders representing at least the
majority of the outstanding capital stock, of both the managing and the managed
corporation, at a meeting duly called for the purpose.