Voting by Mail and One Share-One Vote Policy

Stockholders attending stockholders’ meetings shall vote their shares as provided by existing laws.
Stockholders have the right to vote at stockholders’ meetings in person or by proxy.
A stockholder may deliver the proxy vote in person or by mail directly to the corporation.
In cases where the Corporation Code allows written assent under Section 16, the same number of votes shall be observed, and voting can be done by proxy as well.
A stockholder may designate any person of his choice to act as proxy.
If the proxy does not designate a person, the Chairman of the meeting is deemed authorized and directed to cast the vote as indicated by the voting stockholder or his proxy.
The proxy must be dated; if a duly accomplished and executed proxy is undated, the postmark (for mailed proxies) or the date of dispatch shown in the electronic mail (for e-mail proxies), or if not mailed, the actual date of presentation, shall be considered as the proxy date.
When the corporation receives more than one (1) proxy from the same stockholder and all are undated:
- If mailed, the proxy with the latest time of day indicated in the postmark controls if proxies are mailed on the same date.
- If not mailed, the proxy presented last controls; the proxy presented last is recognized.

If a stockholder intends to designate several proxies, the proxy form must specifically indicate the number of shares to be represented by each proxy.
If some proxy forms do not indicate the number of shares, the stockholder’s total shareholding is tallied, and the remaining shares (if any) are allotted to the proxy form(s) without indicated shares.
If all proxy forms are in blank, the shares are distributed equally among the proxies.
The number of persons to be designated as proxies may be limited by the By-laws.

In accordance with Section 24 of the Corporation Code, one share is entitled to one vote.
Voting must always be based on the number of shares, not on the number of stockholders present at the meeting.
Common shares have complete voting rights and cannot be deprived of those rights except as provided by law.
Each common share is equal in all respects to every other common share.
Corporations are prohibited from issuing multiple voting and non-voting common shares.
Corporations are also prohibited from limiting the maximum number of votes per stockholder regardless of the number of shares the stockholder holds.

Articles of incorporation and certificates of stocks cannot deprive preferred shares of the right to vote in the cases covered by Section 6 of the Corporation Code, which are:
- Amendment of the articles of incorporation;
- Adoption and amendment of by-laws;
- Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate property;
- Incurring, creating or increasing bonded indebtedness;
- Increase or decrease of capital stock;
- Merger or consolidation of the corporation with another corporation or other corporations;
- Investment of corporate funds in another corporation or business in accordance with the Corporation Code; and
- Dissolution of the corporation.
For these purposes, “outstanding capital stock,” as defined under Section 137 of the Corporation Code, is deemed to include preferred shares.