Mr. Felixberto T. Rulona

January 12, 1995 Mr. Felixberto T. Rulona Voice Express Corporation Suite 2102 Cityland 10 Tower I 6815 Ayala Ave.,North Makati, Metro Manila S i r : This refers to your letter of January 3 ,1994 requesting opinion on the query posed therein. LibLex As stated, Voice Express Corporation intends to issue or sell its unissued authorized shares of stocks to qualified entity to effectively pursue its business goals and objectives. The problem is that the holders of the 40% of the outstanding capital stock are against it. Your query is, is it legal for the corporation to go ahead with its intention without the approval of the stockholders. While under the Corporation Code the performance of the corporate functions pertaining to the management of the corporation is vested upon the Board of Directors, there are certain corporate transactions which the Code expressly requires for their validity the concurrence of the votes of the stockholders by prior action or subsequent ratification. However, in the case of issuance of additional shares out of the unissued authorized capital stock of a corporation, the power to approve the same is not expressly granted to the stockholders. Hence, said corporate transaction need not be approved by the stockholders. What is necessary is only the approval of the Board. In the event the approval of the Board is not obtained, any proposal to issue additional shares will necessarily fail. Please be advised further that issuance of additional shares is subject to the provisions of Section 39 of the Corporation Code relative to the pre-emptive right of existing stockholders of record. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner