Special Stockholders Meeting — February 15, 1999

January 8, 1999 PSE CIRCULAR FOR BROKERS NO. 040-99 NOTICE OF SPECIAL STOCKHOLDERS MEETING TO : All the Shareholders of METROPOLITAN INSURANCE COMPANY FROM : The Corporate Secretary SUBJECT : Special Stockholders Meeting February 15, 1999 Please be informed that there will be a Special Stockholders Meeting of Metropolitan Insurance Company on, Monday, February 15, 1999 at 2:00 p . m . at the Metropolitan Insurance Company Conference Room, 3rd Floor Athenaeum Building, 160 Alfaro Street, Salcedo Village, Makati City to consider the following: a. Change of Name of the Company to MIC Holdings Corporation b. Change of Primary Purpose from Insurance to Holdings Subject to governmental approvals, the Company is proposing to transform itself from an entity engaged in the insurance business to that of a holding company. c. Addition of Secondary Purposes 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 e. Sale of insurance business and assets 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 P70,000,000. Under the resolution of the Board of Directors of January 7, 1999 only shareholders as of January 22, 1999 shall be entitled to vote at the said meeting with the ex-date to be set in accordance with the rules of the Philippine Stock Exchange Inc. LibLex Very truly yours, (SGD.) ROBERTO L. ABAD Corporate Secretary