Roxas De Los Reyes Laurel & Rosario

May 21, 1997 Roxas De Los Reyes Laurel & Rosario 19/F PDCP Building, 8737 Paseo de Roxas Makati City Attention : Atty . Anna Melissa L . Rosario M a d a m : This refers to your letter dated May 20, 1997 inquiring as to the consequences of proxy solicitation without complying with the Proxy Rules under RSA Rule 34(a) of the Full Disclosure Rules and the effects of such unauthorized proxy solicitation on the solicited proxies. The pertinent provision of the Revised Securities Act provides: "SECTION 34. Proxies . (a) It shall be unlawful for any person, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security registered pursuant to this Act." (Emphasis supplied) It is quite clear from the above cited provision that any proxy solicitation which is not in compliance with the Rules and Regulations of the Commission on the matter is illegal . Consequently, any proxy solicited by virtue of such unauthorized proxy solicitation is null and void . Any violation of the above-mentioned SEC Rules is subject to sanctions/penalties imposed under Sections 46 and 56 of the Revised Securities Act. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman