PSE Circular for Brokers No. 081-00

January 13, 2000 PSE CIRCULAR FOR BROKERS NO. 081-00 January 12, 2000 DISCLOSURE DEPARTMENT Listings and Disclosure Group Philippine Stock Exchange, Inc. 4/F Philippine Stock Exchange Centre Exchange Road, Ortigas Center Pasig City, Metro Manila Gentlemen : Please be advised that in its meeting held this afternoon, the Board of Directors of the Company approved the capital restructuring of the Company and for this purpose, passed the following resolutions: 1. Restructuring and Recapitalization: "RESOLVED, AS IT HEREBY RESOLVED, that the Corporation be authorized to restructure and recapitalize which will involve: (1) the decrease in the authorized capital stock of the Corporation from Three Billion Pesos (P3,000,000,000) to Seven Hundred Fifty Million Pesos (P750,000,000) to create a reduction surplus to eliminate the accumulated deficit of the Corporation, and (2) the increase in capital stock from Seven Hundred Fifty Million Pesos (P750,000,000) to Two Billion Three Hundred Fifty Million Pesos (P2,350,000,000) to generate new shares and raise fresh capital from new investors; Decrease in Capital Stock: "RESOLVED, FURTHER, that to create a reduction surplus to eliminate the accumulated deficit of the Corporation, the capital stock of the Corporation be decreased from Three Billion Pesos (P3,000,000,000) divided into Three Billion (3,000,000,000) shares with a par value of One Peso (P1.00) per share to Seven Hundred Fifty Million Pesos (P750,000,000) divided into Seven Hundred Fifty Million (750,000,000) shares with a par value of One Peso (P1.00) per share; "RESOLVED, FURTHER, that Article Seventh of the Articles of Incorporation of the Corporation be amended to read as follows: "SEVENTH. That the authorized capital stock of the corporation is Seven Hundred Fifty Million (P750,000,000) Philippine Currency, and said capital stock is divided into Seven Hundred Fifty Million shares (750,000,000) with a par value of One Peso (P1.00) Philippine Currency, per share." Increase in Capital Stock: "RESOLVED, FURTHER, that to generate new shares and raise fresh capital from new investors, the capital stock of the Corporation be increased from Seven Hundred Fifty Million Pesos (P750,000,000,000) divided into Seven Hundred Fifty Million (750,000,000) shares with a par value of One Peso (P1.00) per share to Two Billion Three Hundred Fifty Million Pesos (P2,350,000,000) divided into Two Billion Three Hundred Fifty Million (2,350,000,000) shares with a par value of One Peso (P1.00) per share; "RESOLVED FURTHER, that Article Seventh of the Articles of Incorporation of the Corporation be amended to read as follows: "SEVENTH. That the authorized capital stock of the corporation is Two Billion Three Hundred Fifty Million Pesos (P2,350,000,000), Philippine Currency, and said capital stock is divided into Two Billion Three Hundred Fifty Million (2,350,000,000) shares with a par value of One Peso (P1.00), Philippine Currency, per share; "RESOLVED, FURTHER, that the President and Corporate Secretary be authorized to perform such acts and execute such documents and papers necessary to effect the decrease and increase in capital stock and the corresponding Amendments of the Articles of Incorporation; "RESOLVED, FINALLY, that the foregoing resolutions be submitted for approval and ratification by the stockholders in a meeting to be held on 27 March 2000." In line with the approved capital restructuring, the Board likewise resolved to make a call on all unpaid subscriptions to the Corporation's capital stock, and fixed the deadline for the payment thereof on 13 March 2000. Delinquent stock, if any, shall thereafter be sold at public auction in accordance with the provisions of the Corporation Code. Very truly yours, (SGD.) MA. LOUISA M. GONZALES Assistant Corporate Secretary