Atty. Renato G. Montoya

August 19, 2002 SEC OPINION Atty. Renato G. Montoya Bakers Fresh Food Philippines, Inc. Room 1504 Jollibee Centre Bldg. San Miguel Avenue, Pasig City Dear Atty. Montoya, This refers to your letter dated February 5, 2002 requesting opinion as to whether a foreigner can be elected or appointed as an officer of a retail trade company, in light of the liberalization of retail trade which allows foreign ownership in retail trade companies. Pursuant to the Anti-Dummy Law, in firms engaged in wholly or partly nationalized activities, aliens are banned from being appointed to management positions such as president, vice-president, treasurer, auditor, etc. of said companies although they can be elected directors in proportion to their allowable participation or share in the capital of such corporations. (SEC Opinion dtd. July 27, 1990, Phil. Association of Service Exporters, Inc.) Retail trade business with a capitalization of less than US$2.5M is still considered a nationalized activity, that is, no foreign participation is allowed. In the case of your company, its paid-up capital as reflected in its audited financial statement for the year 2001 is only P1,250,000.00. Hence, no foreign participation is allowed. In view of the foregoing, the appointment or election of the Singaporean investor to any management position in your company is prohibited. DTcHaA Very truly yours, (SGD.) BENITO A. CATARAN Director Company Registration and Monitoring Department