Del Rosario, Lim, Telan, De Vera & Vigilia Law Offices

October 17, 1988 Del Rosario, Lim, Telan, De Vera & Vigilia Law Offices 3rd Floor, China Bank Bldg. Annex Dasmarias St., Manila Gentlemen : This refers to your letter, dated October 10, 1988, requesting the opinion of this Commission on the query posed therein. cdlex It appears therein that in 1987, stockholder A executed a general continuing proxy in favor of B in a 1986 and the same was used during the 1987 regular stockholders' meeting. Subsequently, in 1987, stockholder A again executed another proxy in favor of C to represent him specifically at the 1987 regular annual stockholders' meeting. Assuming that A prepared no new proxy for the 1988 regular annual meeting of stockholders of the corporation, your query is: May the general continuing proxy executed in 1986 by A in favor of B be used by the latter during the 1988 annual stockholders' meeting on the ground that it was a continuing proxy and was good for a period of five (5) years from execution thereof? As a general rule, please be informed that on who has given a proxy to vote the stock owned by him may revoke the same at anytime unless said proxy is coupled with an interest even though it may in terms be irrevocable. (5 Fletcher Cyc. Corp., 1976 rev. vol., sec. 2062, at 256). Therefore, proxies constituting an agreement between stockholders to vote their stock in a specified manner or for a specified purpose not supported by any consideration other than a mutual agreement of the stockholders to vote as seated in the proxy would be revocable. (Ibid). In this connection, revocation of a proxy need not be made by formal notice to the corporation unless the statute prescribes otherwise. (Ballantine on Corp., sec. 179, p. 409). Thus, it may be revoked orally or by conduct. Revocation may also be expressed to the proxy holder by a subsequent proxy to another. (Ballantine, Supra., p. 409). In a number of cases, the Court held: "Where the same person gives two or more proxies, the one last given is to be deemed a revocation of all former proxies". (Standard Power & Light Corps. v. Investment Associates, Inc., 29 Del Ch 593, 51 A2d 572, affg. 29 Del Ch 225. 48 A2d 501, Pope v. Whitridge, 110, Md 468, 73A 281, holding that "last proxy given revokes all previous proxies"; Bache v. Central Leather Co. 78 NJ Eq. 484, 81 A 571 cited in Fletcher, at 257 and 261 respectively). In view of the foregoing, it is opined that the execution by A of a subsequent proxy in 1987 revoked the continuing proxy which was previously issued in 1986. Said continuing proxy can no longer be used in the 1988 annual stockholders' meeting. cdlex Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman