Mr. Jose C. Crisostomo

April 1, 1981 Mr. Jose C. Crisostomo Batong Buhay Gold Mines, Inc. 6th Flr. Executive Building Center Buendia Ave. Ext., cor. Makati Ave. Makati, Metro Manila Dear Mr. Crisostomo: This has reference to your letter dated March 30, 1981 requesting opinion on whether the annual stockholders' meeting may legally be postponed inspite of the provision in the By-laws which prescribes a definite day for the holding of such a meeting. It appears from your letter that the annual meeting of the Batong Buhay Gold Mines, Inc. is scheduled to be held on the last Saturday of March of each year. For this year, however, said meeting could not be held on such date for the reason that "the Government, in order to protect its interest, took over the direct control and management of the Corporation and as a consequence thereof, the new management is still devoting its time to the development of the project and the capital reorganization of the corporation". In the light of such circumstance, the stockholders' meeting was postponed to April 28, 1981 and proper notice of such change of date was furnished to all its stockholders. Relative thereto, it is the general rule that where 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. However, the rule admits of exceptions as when the annual meeting cannot be held on the date prescribed by the By-laws for some valid reasons provided that the same be held at a reasonable time thereafter and proper notice is given to all the stockholders. Inasmuch as the reasons above-stated are valid and meritorious, this Commission opines that the postponement of your annual stockholders' meeting from the last Saturday of March to April 28, 1981 is legally permissible. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department