PSE Circular for Brokers No. 030-99

January 8, 1999 PSE CIRCULAR FOR BROKERS NO. 030-99 January 7, 1999 Listing Department Listings and Disclosure Group Philippine Stock Exchange Inc. 4th Floor PSE Center, Exchange Road Ortigas Centre, Pasig City Fax: 636-0809 Attention: Ms . Eileen M . Lacorte Gentlemen : We would like to request for the voluntary suspension of trading of shares through the Philippine Stock Exchange, Inc. ("PSE") of Metropolitan Insurance Company ("Company") effective immediately. The Board of Directors of the Company in a meeting held this afternoon, approved certain changes in the Amended Articles of Incorporation, namely: a. Change of Name of the Company to MIC Holdings Corporation; b. Change of Primary Purpose from Insurance to Holdings; c. Addition of Secondary Purposes; and d. Removal of Pre-Emptive Rights In addition, the Board of Directors of the Company also approved the sale of the Company's insurance business and assets. LLjur All the above matters are to be submitted for approval of the stockholders on February 15, 1999. In order to prevent any speculation on the Company's shares, the said voluntary suspension of trading through the PSE is being sought. The Company will ask for a lifting of the said voluntary suspension as soon as the necessary corporate and governmental approvals for the above matters have been obtained. Very truly yours, (SGD.) ROBERTO L. ABAD Corporate Secretary January 7, 1999 Disclosure Department Listings and Disclosure Group Philippine Stock Exchange, Inc. 4th Floor PSE Center, Exchange Road Ortigas Centre, Pasig City Fax: 636-0809 Attention: Ms. Eileen M. Lacorte Gentlemen : Pursuant to the disclosure requirements of the Philippine Stock Exchange, Inc., please be informed that the following matters were approved at a Board of Directors meeting held this afternoon: 1. Calling of a Special Stockholders Meeting on February 15, 1999 with January 22, 1999 as the record date for stockholders who shall be entitled to notice of and to vote at the said meeting; and 2. Amendments to the Amended Articles of Incorporation, to be submitted to the stockholders for approval as follows: a. Change of Name of the Company to MIC Holdings Corporation; b. Change of Primary Purpose from Insurance to Holdings c. Addition of Secondary Purpose By reason of the change in the primary purpose, the existing secondary purposes will be changed from insurance to the following: "1. To purchase, acquire, own, lease, sell and convey real and personal properties as may be necessary or incidental to the conduct of the corporate business; and to manage and take over all or part of the business of any person, corporation or partnership; carrying on any business which the Corporation is authorized to engage in, or possess property suitable for the purposes of the Corporation, and to pay for the same in cash, shares of its capital stock, debentures and other evidences of indebtedness, or other securities, as may be deemed expedient and to the extent allowed by law; 2. To purchase and hold in any manner any shares of stock, bonds, debentures, notes, securities, evidences of indebtedness of any corporation, to the extent allowed by law; 3. To borrow or raise the necessary funds to meet the financial requirements of its business by the issuance of bonds, promissory notes and other evidences of indebtedness, and to secure the re-payment thereof by mortgage, pledge or constitution of any lien upon the properties of the Corporation, or to issue pursuant to law shares of its capital stock or debentures in payment for properties acquired by the Corporation or for money borrowed in the prosecution of its lawful business; 4. To invest and deal with the money and properties of the Corporation in such manner as may from time to time be considered wise or expedient for the advancement of its interests and to sell, dispose of or transfer the business, properties and goodwill of the Corporation or any part thereof for such consideration and under such terms as it shall see fit to accept; 5. To acquire or obtain from any governmental authority, national, provincial, municipal or otherwise, or any corporation, company or partnership or person, such charter, contract, franchise, privilege, exemption or license as may be conducive to any of the purposes of the Corporation; 6. To establish and operate one or more branch offices or agencies and to carry on any or all of its operations and business without any restriction as to place; and 7. To conduct and transact any and all lawful business, and to do or cause to be done any one or more of the acts and things herein set forth as the purposes of the Corporation, within or without the Philippines, and to do everything necessary, desirable or incidental to the accomplishment of the purposes or the exercise of the powers herein enumerated or granted to a juridical person for the protection or benefit of the Corporation." All the purposes of the Company in the Amended Articles of Incorporation will be deleted. d. Removal of Pre-Emptive Rights 3. Sale of insurance business and assets In line with the change in purpose, the Company is proposing to sell its insurance In line with the change in purpose, the Company is proposing to sell its insurance business and assets at a price of not less than P 70,000,000. 4. The voluntary suspension of trading of the Company's securities with the Philippine Stock Exchange, Inc. effective January 8, 1999 until the above contemplated corporate actions have been fully completed and the necessary corporate and governmental approvals have been obtained. Very truly yours, (SGD.) ROBERTO L. ABAD Corporate Secretary