Atty. Martin Vergel C. Dela Rosa

January 29, 2002 SEC OPINION Atty. Martin Vergel C. Dela Rosa Ground Floor, Ortigas Building, Ortigas Avenue cor. Meralco Avenue, 1605 Pasig City, Philippines S i r : This refers to your letter dated October 3, 2001 requesting opinion on whether or not shares of a corporation ordered held in escrow by this Commission may be allowed to participate for purposes of determining the quorum and be voted during a stockholders' meeting. Please be informed that in a letter to Atty. Monico V. Jacob dated September 21, 2000 the Commission has opined that inasmuch as no restriction was imposed by the Commission on the shares held in escrow of Uniwide Holdings Inc. relative to the right to vote, the holders of those shares are entitled to vote. A perusal of the Order dated September 19, 2000 issued by the Commission relative to the increase in authorized capital stock of Leisure and Resorts World Corp. likewise shows that no restriction on the right to vote was imposed by this Commission on the shares of the said company held in escrow. Inasmuch as no such restriction exists, holders thereof are entitled to vote in the stockholders' meeting. Further, it has been said that stocks deposited in trust or in escrow are votable as other trust stocks, whenever a votable title and ownership vests in some proper and certain persons. Where a stock is deposited in escrow as security for a note, with instructions to the holder to deliver the certificate to the payee of the note, the stock is so delivered, and the stock is transferred to the payee on the books of the company, he or she has the right to vote the same (Fletcher's Cyclopaedia Corporation. Vol. 5 p. 209) Very truly yours, (SGD.) BENITO A. CATARAN Director Company Registration and Monitoring Department