Manila Stock Exchange

July 9, 1990 Manila Stock Exchange MSE Building Prensa St., Corner Muello Da La Industria Binondo, Manila Attention : Mr . Jose G . Cervantes (General Manager) Gentlemen: This refers to your letter dated July 6, 1990, requesting opinion on the validity of the stipulation in the proxy form being used by the management of Sanitary Wares Manufacturing Corporation for the annual meeting of the Corporation to be held on July 10, 1990, which reads: "This proxy shall remain in full force and effect until specifically revoked through notice in writing to the Secretary of the Corporation at least ten (10) working days before any scheduled meeting and shall not apply in those instances where I personally attend the meeting." (Emphasis supplied). Some of your member-firm have pointed out that such provision goes against established corporate practice, that a subsequent proxy revokes in earlier proxy, without regards to any period to revoke the earlier proxy. Hence, your present query. As a general rules, please be informed that one who has given a proxy to vote the stock owned by him may revoked 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 266). 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 stated 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 Corp., v. Investment Associates, Inc., 29 de 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 , 81A 571 cited in Fletcher , at 257 and 261 respectively). In the light of the foregoing , the Commission is of the view that the execution of the subsequent proxy submitted any time before the scheduled stockholders meeting of the corporation revokes an earlier proxy. Anent your second query , we are attaching herewith a copy of our letter dated July 6, 1990 addressed to Prudential Securities, Inc. which directly answers your query. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman