First Asia Realty Development Corporation

November 7, 1989 First Asia Realty Development Corporation C/o Atty. Epitacio B. Borcelis, Jr. Makati, Stock Exchange Bldg. Ayala Avenue, Makati, Metro Manila S i r : This refers to your letter dated November 6, 1989, requesting confirmation of the view that the presence of at least five (5) directors would be sufficient compliance with the provision of Art. III, Section 2 of the By-laws of the aforenamed company which reads as follows: LexLib Quorum that the required number of Directors to constitute a quorum as well as to carry a vote or approved any resolution of the Board in all its meetings shall be at least (3/4) of all the Directors. By mathematical computation, it would appear that 3/4 votes of all the seven (7) directors of the subject corporation require the presence and concurrent votes of at least 5.25 directors. Under the rule on rounding numbers, it is so stated that the decimal figures to the right of a specified number of places are dropped after increasing the final remaining figure by 1, if the first digit is 5 or greater (Webster, Third New International Dictionary, 1976, p. 1979). Considering therefore, that .25 cannot be rounded off into 1, the same should be treated as negligible and need not be considered in the computation of the required number to constitute a quorum. Hence, 5 directors would substantially comply with the aforesaid by-laws requirement. cdll Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman