CORPORATION CODE NOTES

Section 28 of the Revised Corporation Code provides that a vacancy occurring other than by
removal or by expiration of term may be filled by the vote of at least a majority of the remaining
directors or trustees, if still constituting a quorum. There is quorum when 50%+1 of the directors
are present, unless the bylaws provide for a greater quorum.

Section 28 of the Revised Corporation Code provides that Any vacancy occurring in the board
of directors or trustees other than by removal or by expiration of term may be filled by the vote
of at least a majority of the remaining directors or trustees, if still constituting a quorum;
otherwise, said vacancies must be filled by the stockholders or members in a regular or special
meeting called for that purpose. There is quorum when 50%+1 of the directors are present,
unless the bylaws provide for a greater quorum.

The holders of non-voting shares are NOT entitled to vote in the election to fill up the vacancies.
Filling up of vacancies is not enumerated under Section 6 of the Revised Corporation Code
provided in the immediately preceding paragraphas among the instances when holders of
nonvoting shares shall be entitled to vote. Section 71 of the Revised Corporation Code provides
holders of subscribed shares not fully paid which are not delinquent shall have all the rights of a
stockholder.

By virtue of Section 28 of the Revised Corporation Code, the vacancy shall be filled by votes
cast during a regular or special meeting called for the purpose of election of a director and the
meeting shall consist of the stockholders representing the majority of the outstanding capital
stock of the corporation. The ones having the highest number of votes shall be elected as a
director/s.

Section 32 of the Revised Corporation Code which provides that except in cases of fraud, and
provided the contract is fair and reasonable under the circumstances, a contract between two
(2) or more corporations having interlocking directors shall not be invalidated on that ground
alone:

Under Section 37 of the RCC, No corporation shall increase or decrease its capital stock or
incur, create or increase any bonded indebtedness unless approved by a majority vote of the
board of directors and by two-thirds (2/3) of the outstanding capital stock at a stockholders’
meeting duly called for the purpose.  Further, Section 37 also prescribed the requirements and
procedures to be complied with before the increase or decrease its capital stock or incur, create
or increase any bonded indebtedness. Existence of unissued or unsubscribed share out of the
original capital stock will not prohibit the Corporation to increase its capital stock.