Mr. Reynaldo V. Umali

May 15, 2003 SEC OPINION NO. 23-03 Mr. Reynaldo V. Umali Chairman 2003 Election Committee-Club Filipino Club Filipino Avenue cor. Eisenhower St. Greenhills Subdivision, San Juan, M.M. Dear Mr. Umali : This refers to your letter dated 30 April 2003 requesting opinion on whether the Election Committee of Club Filipino can still honor proxies (voting proxies with 5-year validity previously issued by members) in the forthcoming Club Filipino Annual General Membership Meeting on 26 July 2003. These voting proxies with 5-year validity, which are outstanding and subsisting, according to you, fall short of the requirements for new proxy form under the Securities Regulation Code (SRC). The SRC provides that "Proxies must be issued and proxy solicitation must be made in accordance with the rules and regulations to be issued by the Commission." 1 The SRC Implementing Rules and Regulations, which took effect on January 2001, enumerates in detail the contents of the proxy form. Thus, proxy forms issued not in compliance with the requirements of SEC Form 20, for all intents and purposes, shall not be considered valid. It must also be emphasized that the contents of the proxy form is mandated not only under SRC SEC Form 20, but also under the old Revised Securities Act (repealed), specifically RSA Rule 34(d)-1 up to (d)-6 of its implementing rules and regulations. In your case, assuming those issued proxy forms fall short of the requirements of the SRC Rule on proxies, the same should not be honored by the Election Committee. cIHDaE Very truly yours, (SGD.) VERNETTE U. PACO General Counsel Footnotes 1. Section 20. Proxy Solicitations.-20.1 (SRC).