Air Liquide Asia Management Pte, Ltd.

January 16, 1996 Air Liquide Asia Management Pte, Ltd. #02-08 French Business Center Singapore Attention : Ms . Alexandra Lauvaux M a d a m : This refers to your fax letter dated July 14, 1995 inquiring whether the proposed corporate savings plan of Air Liquide Asia Management Pte. Ltd., a French company, in favor of the employees of its subsidiaries in the Philippines is legally feasible under Philippine laws re: whether the employees can freely subscribe the shares issued by said company; and if allowed, what are the procedure and requirements to be followed. The pertinent provisions of the Revised Securities Act of the Philippines provide: "SECTION 4. Requirement of registration of Securities . (a) No securities except of a class exempt under any of the provisions of Section five hereof or unless sold in any transaction exempt under any of the provisions of Section six hereof, shall be sold or offered for sale or distribution to the public within the Philippines unless such securities shall have been registered and permitted to be sold as hereinafter provided." (Emphasis supplied) "SECTION 6. Exempt transactions . . . . xxx xxx xxx (b) Commission may, from time to time and subject to such terms and conditions as it may prescribe, exempt transactions other than those provided in the preceding paragraph, if it finds that the enforcement of the requirements of registration under this Act with respect to such transactions is not necessary in the public interest and for the protection of the investors by reason of the small amount involved or the limited character of the public offering ." (Emphasis supplied) It appears from the above provisions that as a general rule , selling or offering for sale or distribution of securities within the Philippines are subject to registration. However , the Law allows exemptions by reason of the small amount or limited character of the offering . Thus, for invoking such justification, the Commission, on several occasions, had treated stock option plans granted by foreign companies in favor of qualified employees of their Philippine subsidiaries as exempt transactions. Accordingly, the above proposed corporate savings plan may be exempted from registration requirements if it can be shown that the registration thereof is not necessary in the public interest and for the protection of the investors by reason of the small amount and limited character of the offering and provided that the following requirements are complied with: 1. Filing of a request for exemption from the registration requirements stating the reasons why it should be exempted under Section 6 (b) of the Revised Securities Act; 2. Payment of exemption fee amounting to one-tenth of one per centum of the maximum aggregate price or issued value of the securities as required under Section 6(c) of the Revised Securities Act. On matters of taxation, you may communicate directly with the Bureau of Internal Revenue , Quezon City, Philippines, and Bangko Sentral ng Pilipinas , Manila, Philippines, for purposes of remittances of funds. cdll Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner