In accordance with the Corporation Code of the Philippines, a corporation, through its Board of Directors, has the authority to declare cash, property, and stock dividends or a combination thereof. For cash and property dividend declarations, only the approval of the Board is required. For stock dividend declarations, an approval of the Board as well as shareholders representing at least two-thirds (2/3) of the corporation’s outstanding capital stock is required. Holders of outstanding shares on a dividend record date for such shares have the right to the full dividend declared without regard to any subsequent transfer of shares. In adherence with the Corporation Code, the corporation is only allowed to declare dividends out of its unrestricted retained earnings.

CLC has adopted a dividend policy of at least 20% of the prior year’s recurring net income, based on the recommendations of the Board of Directors, subject to the existence of unrestricted retained earnings, CLC’s financial condition, as well as requirements of applicable laws and regulations, the terms and conditions of our existing loan facilities, and the absence of circumstances that may restrict the payment of such dividends.

Each holder of a common share is entitled to such dividends as may be declared by the Board of Directors.

CLC’s subsidiaries have not adopted a specific dividend policy.