PSE Circular for Brokers No. 1081-98

May 19, 1998 PSE CIRCULAR FOR BROKERS NO. 1081-98 Disclosure Department Listings and Disclosure Group 4/F Philippine Stock Exchange Centre PSE Centre, Exchange Road Ortigas Center, Pasig City Attention: Mr . Reynold P . Ong, Vice-President Listing and Disclosure Group Gentlemen: At the Board of Directors Meeting of A Brown Company, Inc. held today, the Board of Directors unanimously approved to recommend to the stockholders the approval of the following amendments to its Amended Articles of Incorporation and to its Amended By-Laws, to wit: Amendment of the THIRD ARTICLE of the Amended Articles of Incorporation THIRD - That the place where the principal office of the corporation is to be established in Cainta, Rizal . Amendment of the Amended By-Laws by adding a new section to be known as Section 9, Article IV - Directors. " SECTION 9. Executive Committee There shall be an Executive Committee to be composed of five (5) members of the Board to be appointed by the Board . The Executive Committee shall have the power to act on such specific matters within the competence of the Board, as may be delegated to it by the Board, except with respect to : (1) the approval of any action for which shareholders approval is also required ; (2) the filling of vacancies in the Board ; (3) the amendment or repeal of By-Laws or the adoption of new By-Laws ; (4) the amendment or repeal of any resolution of the Board, which by its express terms is not so amendable or repealable ; and (5) a distribution of cash dividends to the shareholders . The Board shall appoint one of the members of the Executive Committee as its Chairman and the said committee shall act by majority vote of all its members . " Please be guided accordingly. Very truly yours, (SGD.) SIXTO S. SANDEJAS II Corporate Secretary