Mr. Wilson L. Sy

July 10, 1990 Mr. Wilson L. Sy Prudential Securities, Inc. 9th Flr., MIC Centre 204 Escolta, Manila Gentlemen : This refers to your letter dated July 9, 1990 requesting opinion on the validity of two proxies executed by a stockholder for the stockholders meeting of Sanitary Wares Manufacturing Corporation, one of which is for a specific number of shares, and the other does not specify any number. Relative thereto, please be advised that the Commission has adopted the policy of not rendering categorical answers to queries which may eventually be litigated in the future. The opinion which may be rendered thereon would not be binding upon private parties who would in all probability, if the opinion happens to be adverse to their interest, take issue therewith and contest it before the court. However, for information purposes only, the following may be imparted. Where a corporation receives more than one proxy from the same stockholder and they are all undated, the postmark dates become important. If both were mailed on the same date, the one bearing the latest time of day of postmark is counted. ( SEC Opinion dated November 13, 1972, citing Corporate Secretary's Ency. Vol. I p. 88) If the proxies were not mailed, then the time of their actual presentation is considered. That which is presented latest is the one counted. However, should there be no sufficient time to verify the proxies, the corporate secretary must refer the matter to the presiding officer whose decision will be binding or to a special committee of inspectors which is empowered to pass on the validity of proxies. (Ibid, citing Corporate Secretary's Encyc. Supra. p. 85) Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman