Mr. F.B. Reyes

August 19, 2002 SEC OPINION Mr. F.B. Reyes RP Enterprises Inc. Suite 219, Bank of P.I. Condominium Plaza Cervantes, Binondo, Manila Dear Mr. Reyes, This refers to your letter dated June 21, 2002 inquiring as whether you, as the corporate secretary, are obliged to follow the special power of attorney used as proxy by a stockholder, with specific provision regarding the nullification of the previously filed proxy and making the same valid for two years. A proxy may be specific or continuing depending on the extent of authority given in the instrument. If it is specific, then the authority granted the proxy holder is merely for a particular meeting on a specific date ( Lopez, Corporation C od e, p. 730 citing SEC Opinion dtd February 26, 1985 ).If it is continuing, the proxy holder is authorized to represent the stockholder at any and all regular or special meetings, unless the stockholder revokes the same in writing or the stockholder personally attends any of the meetings, in which case, the proxy is deemed to be of no force and effect but only for the meeting that he has attended, ( supra, p. 731 ) The effectivity of the proxy subject of your query is two (2) years hence, the same is effective for the said period unless sooner revoked. Further, the proxy must be in accordance with the minimum requirements under the Corporation Code, the pertinent provisions of the Securities Regulation Code and the by-laws of the corporation. Hence, if the proxy subject of your query conforms to the abovementioned requisites, then the proxy must be effectuated according to the terms therein. They may be revoked orally or by conduct or it may also be expressed to the proxy holder by a subsequent proxy to another ( supra, p. 734 ) Accordingly, with the presentation of the new proxy, the previous one is nullified. We hope we have enlightened you on the matter. Very truly yours, (SGD.) BENITO A. CATARAN Director Company Registration and Monitoring Department