Remuneration

Non-Executive Directors are entitled to receive from the Corporation, pursuant to a resolution of the Board of Directors, fees and other compensation for their services as Directors. The Board of Directors shall have the sole authority to determine the amount, form and structure of the fees and other compensation of the directors.

The Personnel and Compensation Committee shall have the responsibility of recommending to the Board of Directors the fees and other compensation for directors. In discharging this duty, the committee shall be guided by the objective of ensuring that the level of compensation should fairly pay directors for work required in a company of the Corporation’s size and scope. In no case shall the total yearly compensation of directors exceed one percent (1%) of the net income before tax of the Corporation during the preceding year.

Directors who hold executive or management positions do not receive directors’ fees. Independent directors do not receive any compensation other than the retainer fee and per diem allowance as set forth above.

Stockholders have the opportunity to approve the decision on total remuneration during the annual meeting.

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