Matters Discussed at the Special Meeting of the Board of Directors of Zipporah Realty Holdings, Inc.

May 22, 1998 PSE CIRCULAR FOR BROKERS NO. 1106-98 PHILIPPINE STOCK EXCHANGE, INC. Disclosure Department Listings and Disclosure Group 4/F Philippine Stock Exchange Center PSE Center, Exchange Road Ortigas Center, Pasig City Fax No.: 636-08-09 Attention: Mr . Reynold P . Ong Vice-President, Listings & Disclosure Group SUBJECT : Matters Discussed at the Special Meeting of the Board of Directors of Zipporah Realty Holdings, Inc. Gentlemen : In compliance with the reportorial requirements of the Philippine Stock Exchange, Inc., please be advised that at the Special Meeting of the Board of Directors of Zipporah Realty Holdings, Inc . (the "Corporation") held on 22 May 1998, at which meeting a quorum was present and acting throughout, the following matters were taken up and approved: 1. Resolution postponing the date of the Annual Stockholders' Meeting of the Corporation required for By-Laws to be held on the third Saturday of June at 3:00 p.m., or on 20 June 1998, to Saturday, 27 June 1998, at 11:00 a.m., at the Salcedo and Legaspi Rooms, Makati (Sports) Club, Inc., Alfaro Street, Salcedo Village, Makati City, Metro Manila; 2. Resolution setting the record date of 02 June 1998 for purposes of determining the list of stockholders of the Corporation who are entitled to notice of, and to vote at, the Annual Meeting for the year 1998; 3. Resolution authorizing the Stock Transfer Agent of the Corporation to close the Stock and Transfer Book of the Corporation on 02 June 1998; 4. Resolution setting the date of the submission of the List of Stockholders to the Securities and Exchange Commission ("SEC") not later than Friday, 12 June 1998; 5. Resolution authorizing the corporation to send written notices to the stockholders of record not later than Saturday, 13 June 1998; 6. Resolution setting the date of the submission of the List of Stockholders to the Philippine Stock Exchange ("PSE") not later than Tuesday, 15 June 1998; 7. Resolution setting the deadline fox submission by the stockholders of their proxies for the Annual Meeting to the Corporate Secretary on Tuesday, 16 June 1998 at the Principal Office of the Corporation; and 8. Resolution setting the date for validation of the proxies on Wednesday, 17 June 1998, at 10.00 a.m. at the Principal Office of the Corporation. We trust that you will find the foregoing in order. Very truly yours, ZIPPORAH REALTY HOLDINGS, INC. By: (SGD.) RAOUL R. ANGANGCO Corporate Secretary