Attys. Ma. Romela M. Bengzon and Manolito S. Soller

April 30, 2003 SEC OPINION NO. 17-03 Attys. Ma. Romela M. Bengzon and Manolito S. Soller Bengzon Tugade & Escolin Law Firm 9th floor, Ayala Life-FGU Center 6811 Ayala Ave.,1226, Makati City Gentlemen : This refers to your letter dated 21 April 2003 requesting confirmation of your opinion that a proxy granted by a stockholder to represent him/her at any and all regular and special stockholders' meeting and adjournment thereof may not be worded exactly the same as the format issued by the management or existing Board of Directors. The Corporation Code has no specific provision on the form of proxies but instead leaves it to the corporation to provide its own form in its by-laws. The by-laws of the corporation would therefore be controlling insofar as the form of proxies is concerned. Thus, the SEC is guided by the provision of the by-laws in determining the validity of proxies with respect to form and execution thereof (Rosario Lopez, The Corporation C od e of the Philippines Annotated ,p. 728). SEC Memorandum Circular No. 5 Series of 1996 states that the corporate by-laws shall be controlling in determining the proper procedure to be followed in the execution and acceptance of proxies, provided that the minimum required formalities prescribed under Section 58 of the Corporation Code and Rule 34(a) of the Revised Securities Act, (now Section 20 of the SRC) and its implementing rules are complied with. Thus, in the absence of any provision in the by-laws, the minimum requirement for a proxy shall be what is provided in Section 58 of the Corporation Code: DcAaSI "Sec. 58. Proxies . Stockholders and members may vote in person or by proxy in all meetings of stockholders or members. Proxies shall be in writing, signed by the stockholder or member and filed before the scheduled meeting with the corporate secretary. Unless otherwise provided in the proxy, it shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time." (Emphasis Ours) Very truly yours, (SGD.) VERNETTE UMALI-PACO General Counsel