Mr. Federico Ylagan, Jr.

November 12, 1990 Mr. Federico Ylagan, Jr. P.O. Box 365 Greenhills Post Office San Juan, Metro Manila S i r : This refers to your letter dated October 9, 1990 inquiring whether the following statement in the notice of special stockholders' meeting of Engineering Equipment, Inc. is valid: prcd "Any stockholder unable to be present at the meeting and/or present a proxy on time, shall be considered as having appointed the Chairman of the meeting as proxy." Relative thereto, please be advised that the Commission has adopted the policy of not rendering categorical answers on queries based on issues which may eventually be litigated in the future. The opinion which may be rendered thereon would not be binding upon private parties who would in all probability, if the opinion happens to be adverse to their interest, take issue therewith and contest it before the Courts. However, for purposes of information only, the following may be imparted. The pertinent provision of the Corporation Code provides in part: "SECTION 58. Proxies . ....Proxies shall be in writing, signed by the stockholder or member and filed before the scheduled meeting with the corporate secretary. ...." (Emphasis supplied) The appointment of proxy, therefore, is purely personal. Thus, it was held that "the right to vote is inseparable from the right of ownership of stock without the owner's consent, and therefore a proxy to vote stock, to be valid must have been given by the person who is the legal owner of the stock and entitled to vote the same at the time it is to be voted".(5 Fletcher sec. 2053 citing several cases) Should you feel you have a cause of action against the corporation, its directors or officers, you may file a verified complaint with our Securities Investigation and Clearing Department of this Commission in accordance with Presidential Decree No. 902-A, as amended. (SGD.) RODOLFO L. SAMARISTA Associate Commissioner