Atty. Reynaldo P. Mendoza

March 21, 1997 Atty. Reynaldo P. Mendoza Benguet Corporation 12 ADB Ave.,Mandaluyong City 1551 S i r : This refers to your letter dated March 18, 1997 requesting this Commission to allow the Annual Stockholders Meeting of Benguet Corporation to be held in San Juan particularly in Club Filipino instead of Mandaluyong City where the principal office of the corporation is located for reasons stated therein. cdlex The pertinent provision of the Corporation Code provides: "SECTION 51. Place and time of meeting of stockholders or members . Stockholders or members' meetings, whether regular or special, shall be held in the city or municipality where the principal office of the corporation is located, and if practicable in the principal office of the corporation Provided ,That Metro Manila shall for purposes of this section be considered a city or municipality . Notice of meetings shall be in writing, and the time and place thereof stated therein. ...(Emphasis provided) The above provision considers the whole Metro Manila as one city or municipality for purposes of stockholders/members meeting. Conformably thereto, the Commission had previously granted a request of a certain corporation to hold its stockholders meeting outside the place of principal office but within Metro Manila. ( Ltr. to Atty. Jesulito A. Manalo, dtd. 5-26-82 re: Consolidated Mines Incorporated ) Accordingly, we are inclined to grant your request provided that written notice of the time, date and particular place of the meeting be timely furnished all the stockholders of the corporation. llcd Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department