Mr. Renato O. Marzan

January 20, 2004 SEC OPINION NO. 04-04 Subject : Date of Annual Meeting of Corporations Mr. Renato O. Marzan Managing Director- Corporate Governance & Legal Affairs Ayala Corporation Makati Central P.O. Box 1444 1254 Makati City Dear Mr. Marzan, This refers to your letter seeking reconsideration of the Resolution of the Commission En Banc disallowing "any day of the month" as the date of annual meeting to be stated in the by-laws of a corporation. In the alternative, said resolution be applied prospectively. The Resolution states: "RESOLVED, to DISALLOW "any day of a particular month" as the date of annual meeting to be stated in the by-laws of corporations and reiterated that the date of such annual meeting shall either be: (1) the specific date as fixed in the by-laws of the corporation; or (2) any date in April as determined by the board of directors or trustees if there is no such fixed date in the by-laws of the corporation." The Commission En Banc interprets the word "date" as used in Section 50 of the Corporation Code of the Philippines to mean "a day or occurrence"; whereas the word "fixed" as used in said provision means "as stated". In other words, the phrase on "a date fixed in the by-laws" means "a day or time of occurrence as stated in the by-laws". 1 In view of the above Resolution, the Commission En Banc directed that corrections should be made on the Express Lane Form of the By-laws specifying the date of annual meeting in the pertinent provision. Corporations whose by-laws provide "any day of a particular month" for the holding of annual meeting shall be required to indicate the change to a specific date simultaneous with its filing of any application for amendments with the SEC. 2 The Commission, in approving the above Resolution has considered all the factors including the possible effect on existing corporations. In view thereof, the Commission therefore denies your request for reconsideration. Very truly yours, (SGD.) VERNETTE UMALI-PACO General CounseI Footnotes 1. Minutes of the SEC En Banc Meeting on September 18, 2003. 2. Ibid.