Ms. Milagros Rodriguez-Manalang

July 13, 1995 Ms. Milagros Rodriguez-Manalang 700 Jenkins Lane Falls Church VA 22043 M a d a m : This refers to your letter of June 30, 1995 requesting the assistance of the Commission in convening the annual stockholders meeting of EROD Corporation during your visit to Manila within the third week of July, instead of February as provided for in the corporate By-laws. cdll The general rule is, when the By-laws provide for the time of holding an annual meeting for the election of directors, the same should be held at the regular appointed time. The rule, however, admits of certain exceptions as when the annual meeting cannot be held on the appointed time for some valid reasons. It is the duty of the Board of Directors to determine the date and time to hold it earlier or postpone it later taking into consideration the surrounding circumstances. The SEC, pursuant to Section 50 of the Corporation Code, quoted hereunder, may only direct the calling of the meeting if there is no person authorized to do so or in the event the person authorized in the by-laws refuses to call for the meeting on the date fixed in the By-laws. "SECTION 50. .... Whenever, for any cause, there is no person authorized to call a meeting the Securities and Exchange Commission upon petition of a stockholder or member and on the showing of good cause therefor, may issue an order to the petitioning stockholder or member directing him to call a meeting of the corporation by giving proper notice required by this Code or by the by-laws. The petitioning stockholder or member shall preside thereat until at least majority of the stockholders or members present have chosen one of their number as presiding officer." (Emphasis supplied) Be advised further that your inability to attend stockholders' meeting is not a problem inasmuch as the Corporation Code allows voting in stockholders meeting either in person or by authorized representative (proxy). The Corporation Code provides: "SECTION 58. Proxies .Stockholders and members may vote in person or by proxy in all meetings of stockholders or members. ...(Emphasis supplied) "SECTION 24. Election of directors or trustees . At all election of directors or trustees there must be present either in person or representative authorized to act by written proxy, the owners of the majority of the outstanding capital stock or if there be no capital stock, a majority of the members entitled to vote. ...(Emphasis supplied) Thus, if you cannot attend, in person, you may appoint a proxy to represent you in stockholders meeting. For all intent and purposes, a proxy holder is an agent of the stockholder clothed with the authority to exercise the latter's rights in the meetings as if the stockholder is personally present. Please be advised accordingly. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner