Why is the Certificate of Incorporation being amended?

It is being amended to clarify voting rights during the interim period between Fiscal Year End (FYE) and mid-January. Under the new KESOP plan, PB shares will be purchased at FYE based on a dollar amount; the exact number of shares acquired will be unknown until final value per share (VPS) is determined about mid-January. During this interim period, the number of shares for voting purposes will be calculated using the estimated VPS established by the Board of Directors, or most recent final VPS, whichever is latest.

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