Vilmod Development Resources Corp.

January 18, 1984 Vilmod Development Resources Corp. No. 8-14th Street, New Manila Quezon City Attention : Albino A . Marqueda, Jr . Corporate Secretary Gentlemen: This has reference to your letter dated January 3, 1984 relative to the plan of that corporation to engage in one of its purposes. In connection therewith, Section 42 of the Corporation Code, as follows: "SECTION 42. Power to invest corporate funds in another corporation or business or for any other purpose . Subject to the provisions of this Code, a private corporation may invest its funds in any other corporation or business or for any other 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 the 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 or residence as shown in the books of the corporation and deposited to the addressee 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." (Emphasis supplied) In view thereof, it is advised that the same be submitted to the stockholders for approval in accordance with the aforecited provisions. Please be guided accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman