Aboitiz Equity Ventures, Inc.

July 15, 1999 Aboitiz Equity Ventures, Inc. Archbishop Reyes Ave.,Banilad Cebu City Attention : Ms Sylva G . Aguirre-Paderanga Corporate Secretary Gentlemen: This refers to your letter dated July 15, 1999 inquiring whether or not a mere written assent of two-thirds (2/3) of the outstanding capital stock is sufficient to effect an amendment in the articles of incorporation of a publicly listed company reclassifying a portion of its unissued common stocks into preferred stocks. 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. ...(Emphasis supplied) On the basis of the aforecited provision, your query is answered in the affirmative. However, please take note that while the above provision allows voting by "written assent"," silence or failure to object " on the proposal should not be treated as approval thereof, as the law explicitly requires the stockholders' assent to be in " writing ". Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department