Mr. Francis V. Gustilo

August 16, 1999 Mr. Francis V. Gustilo Corporate Secretary Dizon Copper-Silver Mines, Inc. (DCSMI) Suites 214-215, State Condominium IV Ortigas Avenue, Greenhills San Juan, Metro Manila S i r : This refers to your letter dated August 10, 1999 inquiring whether or not during the scheduled annual stockholders meeting of DCSMI, if only 55% of the outstanding shares will attend the meeting it is permissible, on the basis of Section 16 of the Corporation Code: (1) to request the stockholders present during the meeting to approve a proposed amendment to the secondary purpose of the articles of incorporation of the corporation and then adjourn the meeting and allow the board to convene another meeting to allow the 45% absentee stockholders to vote on the proposal in order to get the balance of the required number of votes, or (2) solicit the remaining balance of the required approval/votes by way of writing the absentee stockholders. The Corporation Code provides: "SECTION 16. Amendment of Articles of Incorporation. Unless otherwise prescribed by this Code or by special law and for legitimate purposes any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock without prejudice to the appraisal right or dissenting stockholders in accordance with the provisions of this Code or the vote or written assent of two-thirds of the members if it be a non-stock corporation LexLib ...(emphasis supplied) On the basis of the aforecited provision, both alternatives may be allowed, provided, that the approval/assent of the stockholders shall be in " writing " and the total written votes/approval should not be less than two-thirds (2/3) of the outstanding capital stock of the corporation. "Silence or failure to object on the proposal should not be treated as approval thereof. The law explicitly requires the stockholders' assent to be in " writing ". Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner