Benguet Corporation

February 23, 1999 Benguet Corporation One Corporate Plaza 845 Arnaiz Avenue 1223 Makati City Attention : Ms . Josefa K Cauton Corporate Secretary Gentlemen: This refers to your letter dated January 28, 1999 requesting authority to allow Benguet Corporation to change the venue of its 1999 annual stockholders meeting from Mandaluyong City to Makati, on the following grounds: 1. The reasonable proximity of Shangri-la Makati to the company's present Makati Office will facilitate the holding of the meeting for the convenience of the stockholders and ready access to the company's records; 2. There is no available venue in the company's former address in Mandaluyong City that is suitable to the company's requirements. Venue of last year's stockholders meeting is already fully booked. Shangri-la Makati is ideal, both in terms of company's budget and its location; 3. The company is in the process of amending its Articles of Incorporation and By-laws by changing the principal office of the corporation from the Municipality of Mandaluyong to Metro Manila, and the venue of regular and special meetings of the stockholders from the Municipality of Mandaluyong to Metro Manila. It is your contention that while the Company's By-laws provide that the regular annual meetings of the stockholders for the election of directors and transaction of any other business of the Company shall be held in the Municipality of Mandaluyong, the request to change the venue from Mandaluyong to Makati conforms with Section 51 of the Corporation Code, quoted in part hereunder, which considers the whole Metro Manila as one city or municipality for purposes of holding stockholders' meetings. "SECTION 51. Place and Time of meetings of stockholders or members. Stockholders or members meetings, whether regular or special, shall be held in the city or municipality where the principal office of the corporation is located and if practicable, in the principal office of the corporation: Provided, That Metro manila shall, for the purposes of this section, be considered a city or municipality ." ....(emphasis supplied) Please be advised that the above provision applies only if the corporate By-laws are silent on the place of stockholders' meetings. Where the By-laws expressly provide for a specific place of stockholders meetings, the provisions of the by-laws shall prevail. It is well-settled that the By-laws are the private laws of the corporation and as such have substantially the same force and effect as laws of the corporation as have the provisions of its charter insofar as the corporation and the persons within it are concerned. They are in effect written into the charter and in this sense, they become part of the fundamental law of the corporation. The corporation, its directors and officers are therefore bound by and must comply with them. LibLex Thus, unless and until the pertinent provision of the By-Laws of Benguet Corporation is changed, modified or repealed in accordance with Section 48 of the Corporation Code, the Corporation is duty bound to implement the designated place of stockholders' meetings. Very truly yours, (SGD.) ROSALINDA U. CASIGURAN Associate Commissioner