Mr. Victor Africa

April 28, 1997 Mr. Victor Africa Telecoms Plaza, 316 Gil J. Puyat, Salcedo Village, Makati City S i r : This refers to your letter requesting opinion on the following queries: 1. Where a person solicits or receives proxies from a stockholder for the former to represent the latter at a meeting is the former duty-bound to register such proxies for consideration in the determination of a quorum at the said meeting? Or can he withhold the registration of proxies solicited/received by him and even dictate whether there is a quorum (assuming he has a sufficient number of proxies that could help constitute a quorum)? LibLex The Corporation Code provides: "SECTION 58. Proxies . Stockholders and members may vote in person or by proxy in all meetings of stockholders or members. Proxies shall be in writing, signed by the stockholder or member and filed before the scheduled meeting with the corporate secretary .Unless otherwise provided in the proxy, it shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time. (Emphasis supplied) The above-provision explicitly requires that proxies shall be filed before the scheduled meeting with the corporate secretary. Accordingly, for proxies to be included in the determination of a quorum, the same should be filed or registered with the corporate secretary prior to the stockholders meeting. 2. If a stockholder gives specific instructions to his proxy, e.g.,to discuss/question certain matters at the meeting and/or to vote in a certain way. Is his proxy duty-bound to act in accordance with such instruction? It is settled that a person acting as proxy for a stockholder is in the eyes of the law, the latter's agent and as such, a mere fiduciary who has the duty of acting in strict accord with the requirements of a fiduciary relation. Accordingly, the proxy holder must vote in accordance with the instructions given to him/her by the stockholder and any violation of such fiduciary duty shall be governed by the pertinent laws on Agency. cdlex Please be advised accordingly. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner