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| Seventh, 1st Paragraph |
that the capital stock of said corporation is Six Billion Six Hundred Forty Million Pesos (P6,640,000,000.00), Philippine Currency, and said capital stock is divided into Thirty Nine Billion Eight Hundred Forty Million (39,840,000,000) shares of Class “A” Common Stock and Twenty Six Billion Five Hundred Sixty Million (26,560,000,000) shares of Class “B” Common Stock, both classes of shares being of the par value of Ten Centavos (P0.10) each. All shares of stock of the corporation shall enjoy the same rights and privileges except only as herein otherwise provided. The shares of capital stock of this corporation may be issued from time to time for not less than par; and all issued shares of the capital stock of this corporation shall be deemed fully paid and non-assessable and the holder of such shares shall not be liable thereunder to this corporation of its creditors. No stockholder of this corporation shall have any pre-emptive or preferential right to subscribe for any increase thereof that may be lawfully authorized, in proportion to his respective holdings at the time such increase is so authorized. |
that the capital stock of said corporation is Six Billion Six Hundred Forty Million Pesos (P6,640,000,000.00), Philippine Currency, and said capital stock is divided into Sixty-Six Billion Four Hundred Million (66,400,000,000) shares of common stock, each share having a par value of Ten Centavos (P0.10). All shares of stock of the corporation shall enjoy the same rights and privileges except only as herein otherwise provided. The shares of capital stock of this corporation may be issued from time to time for not less than par; and all issued shares of the capital stock of this corporation shall be deemed fully paid and non-assessable and the holder of such shares shall not be liable thereunder to this corporation or its creditors. No stockholder of this corporation shall have any pre-emptive or preferential right to subscribe for any increase thereof that may be lawfully authorized, in proportion to his respective holdings at the time such increase is so authorized. |
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| Seventh, 2nd Paragraph |
Provided, however, that any shareholder holding twenty or more shares of said capital stock shall entitled at any time to convert his certificates or any part thereof covering Twenty shares or multiples of twenty shares into a certificate or certificates covering the shares so converted. The new certificates so issued shall be distinguished from the ordinary share certificates by the designation “Block Share Certificate: and shall be convertible into ordinary share certificates. The holder of such block share certificates shall have the same rights and privileges as the holders of ordinary shares in the same amount. Transfer of block certificates shall be accomplished in the same way as the transfer of ordinary share certificates. |
Provided, however: (a) that any shareholder holding twenty or more shares of said capital stock shall entitled at any time to convert his certificates or any part thereof covering Twenty shares or multiples of twenty shares into a certificate or certificates covering the shares so converted. The new certificates so issued shall be distinguished from the ordinary share certificates by the designation “Block Share Certificate: and shall be convertible into ordinary share certificates. The holder of such block share certificates shall have the same rights and privileges as the holders of ordinary shares in the same amount. Transfer of block certificates shall be accomplished in the same way as the transfer of ordinary share certificates. |
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| Seventh, (a) - 1st paragraph |
(a) Shares of Class “A” Common Stock shall be issued subject to the following limitations which shall be printed on the stock certificates for such shares. |
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| Seventh, (a) - 2nd paragraph |
Only Philippine Nationals as defined herein shall be qualified to acquire, own or hold shares of Class “A” Common Stock of the corporation and no such shares may be issued, sold or transferred except to such Philippine Nationals. Any issuance, sale or transfer of shares of Class “A” Common Stock, whether voluntary or by operation of law, made in violation of the foregoing condition shall be null and void and shall not be registrable in the books of the corporation. For the purpose of this provision, a Philippine National shall mean a citizen of the Philippines, or a partnership or association, or a corporation organized under the laws of the Philippines of which at least sixty percent (60%) of the capital stock outstanding are owned by citizens of the Philippines. In the event the corporation shall find that a holder of Class “A” Common Stock is not qualified or has in any manner lost his/its qualification to own shares of such stock in the corporation, then the corporation, either by itself or through any qualified and willing person or corporation designated by its board of Directors, shall have the right to forthwith purchase the shares of the Class “A” Common Stock of the disqualified stockholder at the market value of such shares which shall be the price at the closing transaction in such shares in the Philippine Stock Exchange on the last trading day immediately preceding the date of purchase. Upon payment or tender of payment to the disqualified stockholder, the secretary of the corporation shall have full authority, as the attorney-in-fact of the disqualified stockholder, to transfer the said stock holder’s shares in favor of the corporation or to the transferee stockholder(s) designated by the Board of Directors of the corporation, which transfer may be made without need of any further authorization from the disqualified stockholder, who upon demand shall be bound to surrender to the secretary for the cancellation the corresponding stock certificate(s) duly endorsed by such stockholder. The failure of such disqualified stockholder to surrender his/its stock certificate as aforesaid shall not, however, prevent aforementioned transfer from being registered in the books of the corporation and from being otherwise effective. |
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| Seventh, (b) - 1st paragraph |
(b) Shares of Class “B” Common Stock shall be issued subject to the following limitations which shall be printed on the stock certificates for such shares. The total number of shares of Class “B” Common stock which shall at any time be subscribed, issued or outstanding shall in no case exceed four-sixths (4/6) of the number of shares of Class “A” Common Stock then subscribed, issued or outstanding or 40% of the aggregate number of Class “A” outstanding. Any issuance of or subscription to any shares of Class “B” Common Stock in violation of this condition shall be deemed null and void. |
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| Seventh, (b) - 2nd paragraph |
If any time the total number of Class “B” Common Stock subscribed, issued or outstanding exceeds the limits prescribed in the preceding paragraph, then the corporation may, at its option, issue or sell such number of Class “A” Common Stock to Philippine Nationals, at the price and in the manner provided in paragraph (a) hereof, or take such other action as may be necessary to insure that, after such issue or such other action, the total number of subscribed, issued or outstanding Class “B” Common Stock will not exceed 40% of the aggregate number of Class “A” and Class “B” Common Stock then subscribed, issued or outstanding. |
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| Seventh, (c) |
(c) That the Capital Stock Subscribed, issued and outstanding shall, 15 business days after the approval by the Securities and Exchange Commission of this Amended Articles of Incorporation (the “Effective Date”), be deem to have been correspondingly classified and converted into shares of Class “A” Common Stock and Class “B” Common Stock, depending upon whether the shares have been subscribed, or are owned and held by - |
(b) That the capital stock subscribed, issued and outstanding and previously classified as Class “A” and Class “B” shall, 15 business days after the approval by the Securities and Exchange Commission of this Amended Articles of Incorporation (the “Effective Date”), be deemed to have been declassified and forming a single class of shares, and all outstanding stock certificates, without need of replacement, shall continue to be honored and may be traded as common stock without any classification notwithstanding the class thereof indicted on the certificate. |
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| Seventh, (c) - (i) |
Philippine Nationals, in which event, to the extent of 60% of the Capital Stock of the corporation subscribed, issued or outstanding as of the Effective Date, such shares shall be classified as Class "A" Common Stock; |
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| Seventh, (c) - (ii) |
Non-Philippine Nationals, in which event, to the extent of 40% of the capital stock of the corporation subscribed, issued or outstanding as of the Effective Date, such shares shall be classified as Class "B" Common Stock; provided, however, that all shares subscribed, owned or held by Philippine Nationals as of the Effective Date in excess of the 60% maximum limit prescribed in the preceding sub-paragraph (i), shall be classified and issued as shares of Class "B" Common Stock and distributed to such stockholders pro rata in accordance with the succeeding sub-paragraph (iii). |
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| Seventh, (c) - (iii) |
The adjustment set forth in the provision of the preceding sub-paragraph (ii) shall be made of the stock dividends to be issued as approved in the annual stockholders |
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| Seventh, (c) - (iv) |
Certificates of stock covering shares issued and outstanding as of the Effective Date shall be cancelled and new certificates of stock, indicating the Class of Common Stock, shall be issued to the holders thereof. Until replaced by new certificates as provided herein, the existing certificates owned by Philippine Nationals as of the Effective Date shall be considered as certificates for shares of Common "A" Stock and may be traded as such. Until replaced by new certificates as provided herein, the existing certificates owned by non-Philippine Nationals as of the Effective Date shall be considered as certificates of Class "B" Common Stock and may be traded as such. |
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| Seventh, (c) - (v) |
All certificates existing as of the Effective Date shall be surrendered and replaced with new certificates in accordance herewith within one (1) year from the Effective Date. The Board of Directors is hereby authorized to take such measures as it may deem necessary or proper to implement the replacement of the certificates. |
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| Seventh, (d) |
(d) In the event the corporation shall increase of decrease the number of its issued and outstanding shares of stock by way of a stock split or a stock dividend or a consolidation of shares or other capital adjustment, the holders of each class of common stock shall be entitled to receive, or be required to surrender, as the case may be, on a pro rata basis, shares of the capital stock of the same class as that already held by the respective holders, with such adjustment as the Board of Directors may determine as necessary to avoid the issuance of fractional shares or fractional interests in a share. |
(c) In the event the corporation shall increase or decrease the number of its issued and outstanding shares of stock by way of a stock split or a stock dividend or a consolidation of shares or other capital adjustment, the stockholders shall be entitled to receive, or be required to surrender, as the case may be, on a pro rata basis, shares of the capital stock, with such adjustment as the Board of Directors may determine as necessary to avoid the issuance of fractional shares or fractional interests in a share. |
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(d) That no transfer of stock or interest which would reduce the stock ownership of Filipino citizens to less than the required percentage of the capital stock as provided by existing laws shall be allowed or permitted to be recorded in the proper books of the corporation, and this restriction shall be indicated in the stock certificates issued by the corporation. |
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| Seventh, (e) |
(e) Without prejudice to the provisions of paragraph (d) hereof, and to the extent that the total number of subscribed, issued and outstanding Common Class “B” stock shall not exceed four-sixths (4/6) of the number of Common Class “A” stock subscribed, issued and outstanding, or 40% of the aggregate number of Common Class “A” and Common Class “B” stock subscribed, issued and outstanding, the preemptive right of stockholders to subscribe, in proportion to their respective shareholdings, to issues or dispositions of the shares of any class of the corporation in support of the increase in the Authorized Capital Stock of the corporation from Three Billion Three Hundred Fifty Million Pesos (P3,350,000,000) to Six Billion Six Hundred Forty Million Pesos (P6,640,000,000) is hereby waived; Provided, That the shares to be issued to support such increase in the Authorized Capital Stock shall not exceed twenty percent (20%) of the stock subscribed, issued and outstanding after such issuance; Provided, Further, that any subsequent issuance or disposition of shares shall be subject to the stockholders’ preemptive right. |
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Lepanto Consolidated Mining CompanyLC