Prime White Cement Corporation

November 8, 1985 Prime White Cement Corporation Ground Flr., Philamlife Bldg. U. N. Avenue, Manila Attention : Mr . Paulino Apostol, Jr . Gentlemen: This refers to your letter dated September 2, 1985 requesting permission to postpone your annual regular stockholders' meeting scheduled on the third Saturday of September 1985 to the last Saturday of April 1986 in view of the change in the fiscal year of the corporation from May 1 to April 30 to the calendar year. It appears therein, that the change of the financial period of the corporation has been approved by the Board in its Resolution No. 33-85 and by the Bureau of Internal Revenue (BIR). The Board of Directors feels that the financial report to be submitted to the stockholders at the annual regular stockholders' meeting should now coincide with the current reportorial period of the corporation to cover the entire calendar year 1985. Accordingly, the Board resolved that the date for the holding of said stockholders' meeting scheduled on September should be moved to April next year to effect the corresponding adjustments and give time for your External Auditors to prepare their Annual Audit based on calendar year and printing of materials, hence, the present request. The general rule is, when 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. "The annual meeting required and stated for each year cannot be dispensed with by the Corporate Officers and the directors may not extend their time of office by amending the by-laws to change the date of the annual meeting where the statute requires that directors are to be chosen annually by the stockholders." (5 Fletcher Cyclopedia Corporations Chapter 13 Sec. 2001 p. 25 1967 Revised Edition). The rule, however, admits of exceptions as where the annual meeting cannot be held on the date fixed in the by-laws for some valid reasons. Considering that the financial statements are among the important means of reporting to the stockholders the financial status of the corporation and considering further that the amended by-laws reflecting the change of the fiscal year has already been filed with the Commission on November 5, 1985, the justification submitted by the corporation is found meritorious. The corporation, therefore, may hold its stockholders' annual meeting on the date requested, provided, however, that proper notice of the change of the date is given to all the stockholders of record. Should you intend to amend the date for the holding of your annual meeting from September of each year to April, for a convenient presentation of the company's financial reports to the stockholders thereof, it is advised that you amend the provisions of your by-laws on the matter accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman