AMENDED AND RESTATED
WILSHIRE FINANCIAL SERVICES GROUP INC.
STOCKHOLDERS MEETINGS AND VOTING
1.1. Annual Meeting. The annual meeting of the stockholders shall be held on t
April of each year at 10:00 a.m., unless a different date or time is fixed by the Board of D
in the notice of the meeting. Failure to hold an annual meeting on the stated date shall no
of any corporate action.
1.2. Special Meetings. Special meetings of the stockholders, for any purposes,
prescribed by statute, may be called by (i) the Board of Directors or (ii) by the Chairman o
written demand of the holders of not less than one-fourth of all the votes entitled to be ca
proposed to be considered at the meeting. The demand shall describe the purposes for which
held and shall be signed, dated and delivered to the Secretary.
1.3. Place of Meetings. Meetings of the stockholders shall be held at any plac
Delaware designated by the Board of Directors. If a meeting place is not designated by the
the meeting shall be held at the Corporation's principal office.
1.4. Notice of Meetings. Written or printed notice stating the date, time and
stockholders meeting and, in the case of a special meeting or a meeting for which special no
law, the purposes for which the meeting is called, shall be delivered by the Corporation to
entitled to vote at the meeting and, if required by law, to any other stockholders entitled
not earlier than 60 days nor less than 10 days before the meeting date. Notice shall be dee
it is (a) personally delivered to the recipient, (b) deposited in the mail or delivered to a
courier with regularly scheduled deliveries with first-class postage or delivery charges pre
the stockholder's address shown in the Corporation's stockholder records, or (c) actually tr
recipient using electronic mean