Atty. Pedro S. Juanitas

March 15, 1989 Atty. Pedro S. Juanitas Robinson's Land Corporation M. Adriatico St.,Ermita Manila Sir : This refers to your letter dated March 8, 1989, relative to your proposal to amend Article 7 of the Articles of Incorporation of Robinson's Land Corporation by further subdividing the company's 400,000,000 Common Class B shares into 200,000,000 Common Class B-1 Series and 200,000,000 Common Class B-2 Series. The pertinent provision of the Corporation Code provides in part: "SECTION 6. Classification of shares . The shares of stock corporation may be divided into classes or series of shares, or both, any of which classes or series of shares may have such rights, privileges or restrictions as may be stated in the articles of incorporation ....(emphasis supplied). Under the aforecited provision, the Corporation is given the power to classify its shares into classes or series which may be differentiated on the basis of such rights, privileges or restrictions as may be stated in the articles of incorporation. In your case the only difference between the two series is that only B-1 Series shall be initially offered to the public and sold through the exchanges while B-2 Series shall be similarly offered and sold at a later date as the Board of Directors may determine. No difference in the rights, privileges or restriction is provided for as required by Section 8 of the Corporation Code. In view thereof, the Commission en Banc, in its meeting of March 14, 1989, resolved to deny the above-mentioned proposal. LibLex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman