Acacia Development, Inc.

May 28, 1981 Acacia Development, Inc. c/o Daniel Vazquez Apt. 4-C Urdaneta Apts. Makati, Metro Manila Attention: Victoria M . Vazquez Vice-President Gentlemen : This is relative to your letter-request dated May 8, 1981, requesting our office to review the Articles of Incorporation of your corporation to determine whether said company is a close corporation or an ordinary corporation as defined under Title XII, Section 96 of the Corporation Code of the Philippines. Section 96 states: " Definition and applicability of Title . A close corporation, within the meaning of this Code is one whose articles of incorporation provide that: (1) All of the corporation's issued stock of all classes, exclusive of treasury shares, shall be held of record not more than an specified number of persons, not exceeding twenty (20); (2) All of the issued stock of all classes shall be subject to one or more specified restrictions on transfer permitted by this Title; (3) The corporation shall not list in any stock of any class. Notwithstanding the foregoing, a corporation shall be deemed not a close corporation when at least two-thirds (2/3) of its voting stock or voting rights is owned or controlled by another corporation which is not a close corporation within the meaning of this code. Any corporation may be incorporated as a close corporation, except mining or oil companies, stock exchanges, banks, insurance companies, public utilities, educational institutions and corporations declared to be vested with public interest in accordance with the provisions of this Code. The provisions of this Title shall primarily govern close corporations: Provided, That the provisions of other Titles of this Code shall apply suppletorily except insofar as this Title otherwise provides." Inasmuch as your amended Articles of Incorporation does not provide any of the provisions as above-stated, necessarily, your corporation will not be classified and will not come within the purview of said Title XII, of the New Corporation Code. Your corporation, therefore, is not a close corporation. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department