Polar Mines and Development Corporation

April 28, 1989 Polar Mines and Development Corporation C/O Mr. Jaime M. Lao 484 Quintin Paredes St., Room 312 Yuchengco Building Binondo, Manila Gentlemen : This refers to your letter dated April 10, 1989, informing this Commission that Polar Mines and Development Corporation has engaged in business operation classified as secondary purposes and would like to devote in realty business. llcd Relative thereto, please be informed that in order to legally engage in any of its secondary purposes, the corporation must comply with Section 42 of the Corporation Code, quoted hereunder: "SECTION 42. Power to invest corporate funds in another corporation or business or for any purpose . Subject to the provisions of this Code, a private corporation may invest its funds in any other corporation or business or for any purpose other than the primary purpose for which it was organized when approved by a majority of the board of directors or trustees and ratified by the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, or by at least two-thirds (2/3) of the members in case of non-stock corporations, at a stockholders' or members' meeting duly called for the purpose. Written notice of the proposed investment and the time and place of the meeting shall be addressed to each stockholder or member at his place of residence as shown on the books of the corporation and deposited to the addresses in the post office with postage prepaid, or served personally: Provided, That any dissenting stockholder shall have appraisal right as provided in this Code: Provided, however, That where the investment by the corporation is reasonably necessary to accomplish its primary purpose as stated in the articles of incorporation, the approval of the stockholders or members shall not be necessary." Should it desire to shift its realty business to primary or main line of business, Section 16 of the Corporation Code must be complied with. The Code provides thus: "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 stocks, without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code, or the vote or written assent of two-thirds (2/3) of the members if it be a non-stock corporation. The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation. Such articles, as amended, shall be indicated by underscoring the change or changes made, and a copy thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees stating the fact that said amendment or amendments have been duly approved by the required vote of the stockholders or members, shall be submitted to the Securities and Exchange Commission." xxx xxx xxx Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman