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Copyright 1994-2016 CD Technologies Asia, Inc. Securities and Exchange Commission 2015 1

January 17, 1983

Sabido, Sabido & AssociatesEmerald Building, Emerald Ave.

Ortigas Office Buildings Complex

Pasig, Metro Manila

Attention :Atty.Juan S.Sarte

Gentlemen:

This refers to your letter of December 17, 1982, requesting the approval of the

Commission on the following proposed provision in the articles of incorporation: LexLib

"2. Preferred Stock. The preferred stock of the corporation consists of

Twenty-Five Million (25,000,000) shares with a par value of Ten (P10) Pesos

per share, and authority is hereby conferred upon the Board of Directors to issue

such shares and accept subscriptions thereof, upon such terms and conditions,

and in accordance with such rights, privileges, and restrictions that the Board of

Directors may fix and specify on the certificate to be filed with the Securities

and Exchange Commission and on the certificate of stock."

The pertinent provision of the Corporation Code of the Philippines relevant

thereto reads, thus:

"SECTION 6. Classification of shares. The shares of stock of

stock corporations may be divided into classes or series of shares or both, any of

which classes or series of shares may have such rights, privileges or restrictions

as may be stated in the articles of incorporation: . . .

Preferred shares of stock issued by any corporation may be given

preference in the distribution of the assets of the corporation in case of

liquidation and in the distribution of dividends, or such other preferences as

may be stated in the articles of incorporation, which are not violative of the

provisions of this Code; . . . The Board of Directors, where authorized in the

articles of incorporation may fix the terms and conditions of preferred shares of

stock or any series thereof: Provided, that such terms and conditions shall be

effected upon the filing of a certificate thereof with the Securities and Exchange

Commission. . . .". (Emphasis supplied)

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that the privileges and preferences in the company's preferred shares should be stated

and indicated in the articles of incorporation. cdrep

Very truly yours,

(SGD.) MANUEL G. ABELLO

Chairman

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Endnotes

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SEC Letters to Mr. Jose Vitug and PT & T Corp., dated January 11, 1982 andAugust 9, 1982, respectively, were not available at the time of publication.