Corporation Law of the Republic of Panama

Law 32 of February 26, 1927

CHAPTER IV:

Stockholders' Meetings

ARTICLE 40. Whenever under the provisions of this law the approval or authorization of the stockholders is required, the notice of such stockholders' meeting shall be in writing and in the name of the President, Vice-President, Secretary or an Assistant Secretary or of such other person or persons so authorized by the articles of incorporation or the by-laws. Such notice shall state the purpose or purposes for which the meeting is called and the time and place at which it is to be held.

ARTICLE 41. All meetings of stockholders shall be held within the Republic, unless otherwise provided in the articles of incorporation or by-laws.

ARTICLE 42. Such notice shall be given at such time prior to any such meeting and in such manner as the articles of incorporation or by-laws of the corporation provide; but unless they otherwise provide, such notice shall be given personally or by mail upon each stockholder of record entitled to vote at such meeting not less than ten no more than sixty days before such meeting. If the corporation has issued shares to the bearer, notice of stockholders' meetings shall be published in such manner, as the articles of incorporation or by-laws provide.

ARTICLE 43. Any stockholder may waive notice of any meeting by document signed by him or his representative either before or after the meeting.

ARTICLE 44. The resolutions approved in any meeting at which all stockholders are present, in person or by proxy, shall be valid for all purposes and the resolutions approved in any meeting at which a quorum is present, notice of which shall have been waived by all absent stockholders, shall be valid for all purposes stated in such waiver, even though in either of the above-mentioned cases the notice required by this law, the articles of incorporation or the by-laws has not been given.

ARTICLE 45. Unless otherwise provided in the articles of incorporation, every stockholder of a corporation shall be entitled at each meeting of stockholders thereof to one vote for each share of stock registered in his name on the books of the corporation regardless of the class of said stock and whether it has a nominal or par value. It is hereby understood, however, that unless contrary provision should be made in the articles of incorporation, the directors may prescribe a period not exceeding forty (40) days prior to any meeting of the stockholders during which time no transfer of stock on the books of the corporation may be made, or may fix a day not more than forty (40) days prior to the holding of any such meeting as the day as of which all stockholders (other than the holders of shares issued to bearer) entitled to notice of and with the right to vote at such meeting shall be determined, in which case, only stockholders of record on such day shall be entitled to notice of or to vote at such meeting.

ARTICLE 46. In the case of shares issued to bearer, the bearer of a certificate or certificates representing such shares shall be entitled to one vote at any meeting of the stockholders for each share of stock entitled to vote at such meeting, represented by such certificate, upon presentation at such meeting of such certificate or certificates, or upon presentation of such other evidence of ownership as may be prescribed by the articles of incorporation or by-laws.

ARTICLE 47. At any meeting of the stockholders any stockholder may be represented and vote by proxy or proxies (who need not be stockholder(s)) appointed by an instrument in writing, public or private, with or without power of substitution.

ARTICLE 48. The articles of incorporation of any corporation may provide that at all elections of directors of such corporation each holder of stock possessing the right to vote for directors shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected, and that he may cast all of such votes for a single director or may distribute them among the number to be voted for any two or more of them as he may see fit.