Atty. K.D.M. Asuncion

April 15, 1988 Atty. K.D.M. Asuncion Paper Industries Corporation of the Philippines PICOP Building 389 Sen. Gil J. Puyat Ave. Extension, Makati Metro Manila Sir : This has reference to your letter, dated April 15, 1988, requesting the approval of this Commission on the matter of postponement of the date of annual stockholders meeting of Paper Industries Corporation of the Philippines (PICOP) set forth on the first Tuesday of May 3, 1988. The request is made in view of the prospect of the approval in May, 1988 by the Committee on Privatization of the financial restructuring plan presented by PICOP which will require for its implementation among others the amendment of the articles of incorporation of PICOP. The deferment of the annual meeting will avoid the call of two stockholders' meeting within a short period. As a general rule, when the by-laws provide for the time of holding an annual meeting for the election of directors, the same should be held at the regular appointed time. The rule, however, admits of certain exceptions, as where the annual meeting cannot be held on the appointed time for some valid reasons. Taking into consideration your ground for postponement of the annual meeting, the Commission believes that the same appears to be justifiable. Thus we interpose no objection to the postponement of the annual meeting of Paper Industries Corporation of the Philippines provided, however, that said meeting shall be held not later than the month of June, 1988. Furthermore, please be reminded, that proper notice must be given to all the stockholders of record of the corporation in pursuance of the provisions of your by-laws. (SGD.) CORAZON I. MORANDO Director Corporate and Legal Department