Itogon-Suyoc Mines, Inc.

April 17, 1989 Itogon-Suyoc Mines, Inc. C/o Ms. Soledad Cagampang-De Castro Ayala Avenue, Makati, Metro Manila Gentlemen : This refers to your letter dated March 15, 1989, requesting for a legal opinion on whether or not a corporation whose shares of stocks are classified into Common Class A (whose ownership are limited to Philippine citizens) and Common Class B (which can be owned by both foreigners and Philippine Citizens) can declare stock dividend which shall be paid out of Common Class B shares to all shareholders of record at a stated record date. It appears therein that the Company, although providing for a 60 40 Filipino Foreign stock ownership, is largely owned up to about 80% of its outstanding capital stock by Philippine citizens and therefore, the bulk of its unissued shares of stock which are available for possible distribution as stock dividends consist only of Common Class B shares. Hence, the present query. A verification of the latest approved amended articles of incorporation of Itogon-Suyoc Mines, Inc., disclosed that both Common Class A and Common Class B shares shall enjoy the same rights and privileges. In view thereof and considering that the latter class can be owned by both Filipinos and Foreigners, the Commission interposes no objection on the said proposed declaration or stock dividend to be taken out of the Common Class B shares, provided, however, that Section 43 of the Corporation Code and the SEC Revised Rules governing declaration of stock dividend whose securities are listed under the Revised Securities Act, shall be complied with. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman