2. Includes information on all persons who were directors, officers or employees at division general manager level and above at any time during the period January 1, 1975-September 20, 1976. In addition, during the period, other employees were granted options for 266,542 shares at option prices per share of $46.50, $47.875, $53.375, $50.875 and $55.125. 3. Options were granted as follows: Number of Option Date Shares Price August 1975................................................ 2,552 $46.50 November 1975.......................................... 50,660 47.875 February 1976 ............................................ 17,582 53.375 May 1976.................................................... 5,756 50.875 August 1976................................................ 4,905 55.125 4. Appreciation rights were granted relating to outstanding option rights first exercisable after April 27, 1973 and to new option rights granted during the period January 1, 1975 to September 20. 1976. Under rules prescribed by the Management Development and Compensation Committee, these rights may be granted only to an officer, division general manager, deputy division general manager or the president of General Electric Credit Corporation. Transactions with Directors, Officers and Others During the period January 1, 1975 through September 20, 1976, General Electric and its affiliates have had purchase, sale and lease transactions in the normal course of business with the following entities with which some of General Electric's directors are associated: The Coca-Cola Company; Federated Department Stores, Inc.; affiliates of Citibank, N.A.; The Hanna Mining Company; The Hillman Company and affiliates; Illinois Tool Works Inc.; Kerr-McGee Corporation; National Steel Corporation; Scott Paper Company; Scribner & Co.; University Hospitals of Cleveland; and Utah. In addition, Citibank, N.A. was among a group of 12 U.S. banks from which General Electric borrowed from time to time during this period; foreign affiliates of General Electric also borrowed from that bank, principally from its foreign branches. Interest and fees paid to Citibank, N.A. on such borrowings and for other services provided by that bank were approximately $10,100,000. The General Electric Pension Trust, in the normal course of its investment activities, has outstanding leaseback arrangements with Federated Department Stores, Inc. and Scott Paper Company. General Electric Credit Corporation, in the normal course of its financing business, had outstanding a loan of $2,914,000 to an affiliate of The Hillman Company, which loan was repaid in full on May 14, 1976; loan charges in connection with such loan were at about 1.5 times the prime rate and during this period such affiliate purchased for $112,500 warrant rights that were held by General Electric Credit Corporation in connection with such loan. Management believes that all the above transactions were on terms that were reasonable and competitive. In accordance with long-standing General Electric practice to assist employees transferred to new assignments who are unable within a reasonable time to dispose of their former homes, General Electric purchased (at appraised market value) for resale the home of an officer for $95,800 in connection with his transfer to a new company location. In addition, under General Electric's emergency housing loan program, a loan in the amount of $53,500 was made to assist an officer transferred by General Electric to a new location. 40 DESCRIPTION OF CAPITAL STOCK OF GENERAL ELECTRIC The following is a brief description of the terms and provisions of the capital stock of General Electric. For a full description thereof, reference is made to General Electric's Restated Certificate of Incorporation, as amended, and to the proposed amendment thereto set forth under "Amendment of General Electric's Restated Certificate of Incorporation." The following statements are subject to the provisions of such Certificate and the proposed amendment and are qualified by such reference. The authorized capital stock of General Electric consists of 2,000,000 shares of preferred stock, par value $1 per share, of which none has been issued, and 210,000,000 shares of GE Common Stock, par value $2.50 per share, of which 184,748,732 shares were issued and outstanding and 3,661,076 shares were held in treasury on September 20, 1976. If the amendment to General Electric's Restated Certificate of Incorporation described under "Amendment of General Electric's Restated Certificate of Incorporation" is approved, the aggregate number of authorized shares of GE Common Stock will be increased to 251,500,000 shares. Dividends may be paid on GE Common Stock out of funds legally available therefor, when and if declared by General Electric's Board of Directors. Holders of such stock are entitled to share ratably therein and in assets available for distribution on liquidation, dissolution or winding up, subject, if any preferred stock is then outstanding, to any preferential rights of such preferred stock. Each share of GE Common Stock entitles the holder thereof to one vote at all meetings of share owners, and such votes are non-cumulative. GE Common Stock is not redeemable, has no subscription or conversion rights and since April 23, 1975 does not entitle the holder thereof to any preemptive rights. The outstanding shares of GE Common Stock are, and the shares of GE Common Stock to be issued in connection with the Merger will be, fully paid and non-assessable, and the holders thereof will not be subject to any liability as share owners. In the event that at any time in the future GE Common Stock is not listed on a national securities exchange or is not regularly quoted in an over-the-counter market, under Section 630 of the New York Business Corporation Law, the ten largest share owners would be liable under certain conditions for debts, wages or salaries due and not paid by General Electric to any laborers, servants or employees other than contractors, for services performed by them for General Electric. General Electric's preferred stock is issuable in series. General Electric has no present plans to issue any of such shares. General Electric's Board of Directors may fix the designation, relative rights, preferences and limitations of the shares of each such series, including, without limitation, the dividend rate, whether dividends shall be cumulative, what voting rights, if any, the series shall have, whether the series shall have conversion privileges and, if so, the terms and conditions thereof, whether the series shall be redeemable and, if so, the terms and conditions of redemption, and the rights of the shares of that series in the event of voluntary or involuntary liquidation. Dividends on preferred shares shall be declared and paid, or set apart for payment, before any dividends shall be declared and paid, or set apart for payment, on GE Common Stock with respect to the same dividend period. The presently issued GE Common Stock is, and the shares to be issued on the Merger will be, listed on the New York Stock Exchange, the Boston Stock Exchange and The Stock Exchange, London. Certificates representing GE Common Stock may be presented for transfer at General Electric's Stock Transfer Office, 570 Lexington Avenue, New York, N. Y. 10022, or The First National Bank of Boston, P.O. Box 644, Boston, Mass. 02102. For information as to Utah Common Stock, see "Description of Capital Stock of Utah." 41