Pizza Hut 2010 Annual Report Download - page 96

9MAR201101381779
APPENDIX A
PROPOSED AMENDMENT TO ARTICLE FIFTH OF RESTATED ARTICLES OF INCORPORATION
Note: For convenience, Appendix A reflects the changes that will be made to Article FIFTH of the
Company’s Restated Articles of Incorporation, should Item 5 be approved by the shareholders, with
additions indicated by underlining and deletions indicated by strike-out. The actual Articles of Amendment
to be filed would not include the deleted text or the underlining, and no changes will be made to
paragraphs (b)—(i) of Article FIFTH.
‘‘FIFTH: The following provisions are intended for the management of the business and for the regulation
of the affairs of the Corporation, and it is expressly provided that the same are intended to be in
furtherance and not in limitation of the powers conferred by statute:
(a) The Board of Directors shall have the exclusive power and authority to direct management of the
business and affairs of the Corporation and shall exercise all corporate powers, and possess all
authority, necessary or appropriate to carry out the intent of this provision, and which are customarily
exercised by the board of directors of a public company. In furtherance of the foregoing, but without
limitation, the Board of Directors shall have the exclusive power and authority to: (a) elect all
executive officers of the Corporation as the Board may deem necessary or desirable from time to time,
to serve at the pleasure of the Board; (b) fix the compensation of such officers; (c) fix the
compensation of Directors; and (d) determine the time and place of all meetings of the Board of
Directors and all annual meetings of the Shareholders of the Corporation and Shareholders of the
Corporation. A scheduled meeting of Shareholders may be postponed by the Board of Directors by
public notice given at or prior to the time of the meeting.
...
(j) Special meetings of the Shareholders (i) may be called by the Board of Directors and (ii) subject to
the provisions of the Bylaws, shall be called by the Secretary of the Corporation upon written request
from holders of record of at least 25% of the outstanding Common Shares entitled to vote on the
matter or matters to be brought before the proposed special meeting. Any such request shall be filed
with the Secretary of the Corporation and otherwise made in accordance with, and subject to, all
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applicable provisions of the Bylaws. Subject to the rights of the holders of any Preferred Shares,
special meetings may not be called by any other person or persons.’’
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