Carpio Villaraza & Cruz

December 17, 1998 Carpio Villaraza & Cruz Law Offices 5th Floor, LTA Building 118 Perea Street, Legaspi Village Makati City Attention : Attys . Elma Christine R . Leogardo, Patricia A . O . Bunye, Marco E . Umali Gentlemen: This refers to your letter dated November 25, 1998 requesting on clarification whether or not the proposed action of your client to furnish proxy forms together with the notices of the stockholders' meeting, under the circumstances stated therein, is considered a " solicitation " as defined under RSA Rule 34 (a)-1 . LexLib RSA Rule 34 (a)-1 provides in part: "(9) Solicitation . (A) The terms " solicit " and " solicitation " include: xxx xxx xxx (iii) the furnishing of a form of proxy or other communication to security holders under circumstance reasonably calculated to result in the procurement, withholding or revocation of a proxy . (B) The terms do not apply to: (i) the furnishing of a form of proxy to a security holder upon the unsolicited request of such security holder; xxx xxx xxx" It is construed from the foregoing provision that furnishing of proxy forms to stockholders is considered as " solicitation " only if it is intended or calculated to result in the procurement, withholding or revocation of a proxy . Thus, if the act of your client enclosing a proxy form in the notice of the stockholders' meeting is intended solely for the stockholders' convenience who will execute the proxies without any undue influence from the management of the corporation, it may not be treated as " solicitation " as defined under RSA Rule 34 (a)-1 , provided that the proxy forms so transmitted do not designate any nominee of the management as alternative proxy. Consequently, it is not subject to RSA Rule 34 (a)-1, (c)-1 which requires the filing of a written "proxy statement" with the SEC and furnishing of a copy thereof to the stockholders. However, the corporation is required to comply with RSA Rule 34 (c)-1 which requires an " information statement " to be filed with the SEC and furnished to the stockholders. cdlex Very truly yours, (SGD.) DANILO L. CONCEPCION Associate Commissioner