Ponce Enrile Reyes & Manalastas

August 3, 1998 Ponce Enrile Reyes & Manalastas 3rd Floor, Vernida IV Bldg., Alfaro St. Salcedo Village, Makati City Attention : Attys . Rosanna P . Nisce, Ma . Gabriella Roldan-Concepcion & Michelle V . Soliven Gentlemen: This refers to your letter dated May 12, 1998 which was further clarified/modified by your subsequent letter dated July 14, 1998 requesting confirmation of your view that the proposed issuance of shares by a proposed Canadian holding company (HOLDCO) to the existing policyholders of Manufacturers Life Insurance Company (MLI), does not require registration under the Revised Securities Act (RSA). The facts presented in your letters are summarized as follows: 1. MLI is a " mutual insurance company " organized and existing under and by virtue of Canadian laws with a branch office in the Philippines duly licensed by the SEC. LibLex 2. MLI has life insurance policyholders worldwide situated in a number of jurisdictions, including the Philippines . 3. MLI intends to " demutualize " by converting itself from a " mutual company " to a " stock company ". 4. Following MLI's conversion into a stock corporation, there is a proposal to incorporate a Canadian parent/holding company (HOLDCO) to own the shares of MLI . 5. As a result of the implementation of MLI's demutualization, each of MLI's eligible policyholders shall " automatically " be entitled to receive an allocated number of shares of the newly formed parent company (HOLDCO), regardless of whether or not the policyholders voted for or against the demutualization . The demutualization will not result to the conversion of the insurance policies issued by MLI prior to demutualization, but shall continue to remain in force, their provisions intact and unchanged. 6. While HOLDCO shares will be listed in Toronto and in New York it does not intend at this point of time to list in the Philippine Stock Exchange . Neither does it intend to offer the shares in the Philippines to persons who are not eligible policyholders of MLI. It is your contention that the above-mentioned proposed issuance of shares does not require prior registration under the RSA for the reason that the same does not constitute a sale or offer for sale or distribution of securities to the public for value as contemplated under Section 4(a) of the RSA. The issuance of HOLDCO shares in favor of eligible policyholders is merely to implement the plan of demutualization without any consideration and is automatic upon approval of the demutualization. Alternatively, the same is an exempt transaction under Section 6(b) thereof as the issuance of the shares is of a limited character to be issued only to identifiable group (qualified MLI policyholders) . Please be advised that your view stating that the proposed issuance of HOLDCO shares to eligible MLI policyholders in the Philippines does not require prior registration under the RSA is hereby confirmed, subject however to the following conditions : 1. That the issuance of the HOLDCO shares to MLI policyholders in the Philippines is a result of the automatic allotment of the shares in the course of MLI's approved demutualization. 2. That the issuance of the shares does not involve any agreement to subscribe or purchase HOLDCO shares and does not require payment of any valuable consideration from the policyholders. 3. That the issued shares shall not be subsequently sold/transferred in the Philippines in the course of repeated and successive transactions without having them first registered under the RSA. Be advised further that this confirmation is based on the facts and justification presented in your letters. Should the facts turn out to be different from the facts presented, then the opinion shall be considered inapplicable. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner