Atty. Victor Africa

July 15, 1997 Atty. Victor Africa Telecoms Plaza, 316 Gil J. Puyat Ave., Salcedo Village, Makati, M.M. S i r : This refers to your letter dated June 9, 1997, inquiring whether the proxy holder is duly bound to register or file with the corporation the proxy he has solicited or received from the stockholder. The answer to the above query depends on the instruction of the stockholder or agreement between the stockholder and the proxy holder. As earlier stated in our previous letter to you dated April 28, 1997, 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 requirements of a fiduciary relation. Accordingly, the proxy holder must act 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, not by the Corporation Code. The principle on fiduciary relation applies to both stock and non-stock corporations. Please be advised however that for purposes of determining a quorum and entitlement to vote or participate in stockholders meeting, the same must be filed/registered with the corporate secretary prior to the stockholders meeting. Unless filed in accordance with the provisions of the Corporation Code/Revised Securities Act/or By-laws, the proxy holder is not entitled to any right. prcd Very truly yours, (SGD.) SONIA M. BALLO Corporate & Legal Dept. Director