J. S. Zulueta & Co.

March 13, 1981 J. S. Zulueta & Co. M-Floor Padilla Building Emerald Avenue Ortigas Commercial Center Pasig, Metro Manila Gentlemen: This has reference to your letter dated March 12, 1981 requesting approval of the postponement of the annual stockholders' meeting of Marinduque Mining & Industrial Corporation to a date not later than 60 days after the scheduled date of meeting which is April 27, 1981 but not later than 90 days after said date. As a general rule, where the by-laws provide for the time of holding an annual meeting for the election of directors, the same should be held at the regular appointed time. However, this rule admits of exceptions as when the annual meeting cannot be held on the date prescribed in the by-laws for some valid reasons, as in this case, where the subject corporation is presently negotiating with the government for its financial rehabilitation involving a restructuring of its capital set-up; that to proceed with the scheduled meeting on April 27, 1981 and then hold a special meeting later on to consider the proposed capital restructuring would entail an additional cost of P1 Million because there are several foreign and American stockholders and certain requirements of the U.S. SEC and American Stock Exchange to be complied with. Inasmuch as the reasons above stated are valid and meritorious, this Commission interposes no objection to the postponement of your annual stockholders' meeting provided that proper notice of the change of date is furnished to all the stockholders of subject corporation. Please be advised accordingly. cdll Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department