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stock were purchased by the Mitsui group or converted at the
election of the Amax group stockholders into shares of the Alumax
class A common stock.
An affirmative vote of a majority of the class B directors
and class C directors, voting by class and not in the aggregate
(director class voting requirement), was required to effect board
action on six director restricted matters (director restricted
matters) that were identical to the six stockholder restricted
matters.
During 1984, 1985, and 1986, the Alumax board voted on
various matters at regular quarterly meetings that were held in
January, April, July, and October of each such year. In addition
to the matters on which the Alumax board voted at those meetings,
the Alumax board voted (1) on various matters at a special
meeting that was held in September 1986, (2) on various matters
by unanimous consent in lieu of a board meeting on four separate
occasions, and (3) by unanimous consent either in lieu of a board
meeting or at a special board meeting on 10 separate occasions.
During the period at issue, the Alumax board voted on a total of
approximately 134 matters.
The Alumax board held a regular quarterly meeting on January
27, 1984, prior to the date (i.e., March 9, 1984) on which Alumax
filed the 1984 restated certificate of incorporation with the
Delaware Secretary of State but after the date (i.e., January 1,
1984) on which that certificate, once filed, was to be effective.
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