Mr. Guillermo F. Gili, Jr.

August 3, 1998 Mr. Guillermo F. Gili, Jr. Greenplain Subdivision, Molave St. 1402 Mambog, Bacoor, Cavite S i r : This refers to your letter dated July 15, 1998 inquiring whether or not Fil-Estate Land, Inc. is duty bound to notify all the stockholders of the corporation of its annual stockholders meeting. The pertinent provision of the Corporation Code provides: "SECTION 50. Regular and Special meetings of stockholders or members . Regular meetings of stockholders or members shall be held annually on a date fixed in the by-laws, or if not so fixed on any date in April of every year as determined by the board of directors or trustees: Provided, That written notice of regular meetings shall be sent to all stockholders or members of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws. xxx xxx xxx." (Emphasis supplied) The use of the words " shall " and " all " in the aforecited provision indicates that the sending of the written notice of the annual stockholders meeting to each of the stockholders of record is mandatory. prcd Very truly yours, (SGD.) DANILO L. CONCEPCION Associate Commissioner