Corporate powers exercised solely by the stockholders

CORPORATE ACT APPROVAL OF STOCKHOLDERS

1. Election of directors or trustees; filling up of vacancies Candidates receiving the highest number of votes from
by the stockholders due to the expiration of term, the outstanding capital stock or members entitled to vote
removal from office or increase in the number of board (plurality, NOT majority)
seats

2. To elect officers of the corporation Plurality vote of the BOD listed in the AOI, not merely
those present constituting a quorum

3. Fixing the issued price of no-par value shares Majority of the quorum of the BOD if authorized by the
AOI or in the absence of such authority, by a majority of
the outstanding capital stock

4. Declaration of cash and other dividends other than Majority of the quorum of the board
stock dividends

5. To adopt by laws Majority of the outstanding capital stock or of the

members

6. To revoke the power delegated to the BOD to amend or Majority of the outstanding capital stock or of the
repeal the by-laws or adopt new by laws members

7. To call a special meeting to remove directors or Majority of the outstanding capital stock or of the
trustees members entitled to vote

8. Removal of directors Vote representing 2/3 of the outstanding capital stock or

of members entitled to vote

9. Delegation of the power to amend by-laws to the board Vote representing 2/3 of the outstanding capital stock
of directors

10. Ratification of corporate contract with a director Vote representing 2/3 of the outstanding capital stock

11. To delegate to the BOD the power to amend or repeal 2/3 of the outstanding capital stock or of the members
the by-laws or adopt new by laws