of UtahUranium" shall have been carried out, no action or proceeding shall be pending before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the transactions contemplated by the Agreement and no governmental agency shall have notified General Electric or Utah that consummation of the Merger would constitute a violation of federal law and that it intends to commence proceedings to restrain the consummation of the Merger or to force divestiture, (e) Utah shall have duly amended the various restricted stock agreements under which employees have been issued Utah Common Stock and its Stock Investment Plan as described under "Utah's Employee Benefit Plans" below (this requirement is a condition only to General Electric's obligation to consummate the Merger), (f) all statutory requirements shall have been fulfilled (including stockholder approvals for the valid consummation of the Merger) and Utah and GE shall have received the other necessary governmental consents and approvals (primarily in respect of the Australian Foreign Takeovers Act 1975, as to which see "The MergerGovernment Approvals," which has been obtained), (g) no action or proceeding shall be pending under the Australian Trade Practices Act 1974 to restrain or prohibit the transactions contemplated by the Agreement and no Australian governmental agency shall have notified General Electric or Utah that consummation of the Merger would constitute a violation of such Act and that it intends to commence proceedings to restrain the consummation of the Merger or to force divestiture, and (h) certain legal opinions, accountants' letters and closing certificates shall have been delivered. Among the legal opinions required is one from Utah's Australian counsel to the effect that the Merger is not likely to violate the Australian Trade Practices Act 1974. Under this Act the Australian Trade Practices Commission is empowered to prohibit or require the rescission of the Merger if it finds that the Merger is "likely to have the effect of substantially lessening competition in a market for goods and services" within Australia. It is contemplated that these conditions will be fulfilled before the effective time of the Merger, but the Agreement provides that if any one or more of such conditions shall not have been satisfied, the party whose obligation to proceed is made subject to the satisfaction of such condition may, nevertheless, at its election, proceed with the Merger. Any such election to proceed under any such circumstances must be evidenced by a certificate executed by the Chairman, one of the Vice Chairmen, the President or one of the Vice Presidents of the party so electing to proceed. If any such election were to be made, the likelihood is that it would be made after approval by the respective stockholders of General Electric and Utah of the Merger. Notwithstanding the foregoing, it would not have been possible to consummate the Merger without having obtained the requisite approval from the Commonwealth of Australia described under "The Merger Government Approvals." In addition, the Merger will not be consummated if either the required letter from General Electric's certified public accountants that the transaction may be accounted for as a pooling of interests shall not have been delivered or the tax ruling as described under "The MergerFederal Income Tax Consequences" shall not have been confirmed. The Agreement and Plan of Reorganization may be terminated prior to consummation of the Merger, whether before or after approval of the Merger by the respective stockholders of General Electric and Utah, by the mutual consent of the Boards of Directors of General Electric and Utah, by the Board of Directors of either General Electric or Utah if the conditions precedent to their respective obligations to effect the Merger shall not have been met by the other on or prior to December 31, 1976, or by the Board of Directors of either General Electric or Utah if the Merger shall not have become effective by December 31, 1976 or such later date as may be agreed upon by the Boards of Directors of General Electric and Utah. Utah's Employee Benefit Plans The Agreement provides that Utah shall duly amend its outstanding Restricted Stock Bonus Plan agreements pursuant to which Utah has issued Utah Common Stock to employees and its Stock Investment Plan to provide that, at the effective time of the Merger, shares of Utah Common Stock held pursuant thereto shall be exchanged for shares of GE Common Stock upon the terms described in the Agreement and the stock referred to therein shall be GE Common Stock. Such GE Common Stock will be subject, as the case may be, to the terms of the Plan or the restrictions contained in such restricted stock agreements. All the recipients of restricted stock bonuses have agreed to such amendment of their Restricted Stock Bonus Plan agreements and Utah's Board of Directors have approved appropriate amendments of such agreements and of the Stock Investment Plan. General Electric does not presently 12 intend to make further awards of restricted stock, but it is expected that various employees of Utah and its subsidiaries, including Utah's officers and inside directors, will be eligible to participate in certain General Electric employee compensation and benefit programs in accordance with the provisions thereof. General Electric does not presently contemplate making changes in any of the other employee benefit plans of Utah or any of its subsidiaries or affiliates. Dividends on Utah Common Stock The Agreement provides that during its fiscal year ended October 31, 1976 Utah will not, without the prior written consent of General Electric, declare or pay any dividend with respect to Utah Common Stock except for regular quarterly cash dividends and a year-end extra dividend, provided that the proportion of 1976 earnings paid out in dividends shall not exceed the average annual proportion of earnings paid out in the three preceding years. In accordance with such provisions Utah paid its regular quarterly dividend of $.25 per share for the first three quarters of fiscal 1976, and at its meeting on September 14, 1976 the Board of Directors of Utah increased the quarterly dividend to $.30 per share for the fourth quarter ended October 31, 1976 and declared a year-end extra dividend of $.10 per share. Exchange Listings The Agreement provides that General Electric will list on the New York and Boston Stock Exchanges all shares of GE Common Stock to be issued in connection with the Merger. In addition, General Electric will also list such shares of GE Common Stock on The Stock Exchange, London. AMENDMENT OF GENERAL ELECTRIC'S RESTATED CERTIFICATE OF INCORPORATION On March 26, 1976 the Board of Directors of General Electric adopted the following resolution to amend the Restated Certificate of Incorporation (the "Certificate") so as to change the authorized number of shares of GE Common Stock from 210,000,000 to 251,500,000. Resolved, that in the judgment of this Board of Directors it is advisable and in the best interests of the Company that the Restated Certificate of Incorporation of the Company be amended by deleting Paragraph A of Section 3 thereof and inserting in lieu thereof the following: "A. General Authorization The aggregate number of shares which the corporation is authorized to issue is 253,500,000 shares, consisting of: (1) 251,500,000 shares of common stock having a par value of $2.50 per share; and (2) 2,000,000 shares of preferred stock having a par value of $1.00 per share." This increase of 41,500,000 shares represents the maximum aggregate number of shares of GE Common Stock which General Electric would be required to issue to the Utah stockholders as a result of the Merger (approximately 41,000,000) rounded upward to the next 500,000. By so amending the Certificate, General Electric will continue to have approximately 22,000,000 shares of authorized but unissued GE Common Stock after the Merger. General Electric presently has no plans to issue any of these remaining shares, other than as may be required from time to time under the terms of the various General Electric employee compensation and benefit plans and programs and certain convertible debt securities issued by one of its subsidiaries. General Electric believes that it is advisable to have such shares available to provide flexibility in the management of its affairs. Unless required by applicable laws or stock exchange regulations or deemed advisable by the Board of Directors, no further share owner authorization will be sought for the issuance of the additional shares of GE Common Stock authorized by the amendment. To become effective the proposed amendment must receive the affirmative vote of the holders of a majority of the outstanding shares of GE Common Stock. In addition, the proposed amendment will not be filed in New York (and thus made effective) unless the proposal relating to the Merger is approved by the requisite vote of the stockholders of both General Electric and Utah and the companies elect to proceed with the Merger. For a description of GE Common Stock see "Description of Capital Stock of General Electric." The Board of Directors of General Electric recommends a vote FOR this proposal. 13