PSE Circular for Brokers No. 1125-99

May 19, 1999 PSE CIRCULAR FOR BROKERS NO. 1125-99 May 18, 1999 Philippine Stock Exchange, Inc . PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Ms . Grace De Guia Assistant Manager Ms . Janet J . Alcala Analyst Fax No . : 686-08-09 Gentlemen : This has reference to your 17 May 1999 request for additional information on the purchase of a 72% interest in Philippine Commercial International Bank (PCIB) by Equitable Banking Corporation (EBC), EBC Investments, Inc. (EBCII) on behalf of certain investors, Social Security System (SSS) and the Government Service Insurance System (GSIS). 1. Total number of shares held by EBC and EBCII with ratio/percentage to total issued capital stock of PCIB before and after the transaction: BUYERS No. of shares % ratio to PCIB Total Outstanding Before After EBC 7,411,876 0% 4.86% EBCII 50,627,959 0% 33.21% (on behalf of a certain group of investors) 2. Together, EBC and EBCII shall have 88.07% of the total issued capital stock of PCIB after the transaction. Consequently, whether singly or together, EBC and EBCII did not acquire controlling interest in PCIB, 3. We believe that the Tender-Offer-Rule provided under RSA Rule No. 33(a)1 does not apply to this transaction. None of the Buyers acquired controlling interest in PCIB. The purchase transactions with the buying parties, although embodied in one instrument, are separate and distinct from one another. The purchase will not result in any Buyer having controlling interest in PCIB. Not one of them will have possession of the power to direct or cause the direction of the management and policies of PCIB. Secondly, the rationale for the issuance of the SEC Tender Offer Rules, i.e., regulating the practice of back door listing does not apply to this transaction because the parties are either listed or by their nature are not qualified for listing (SSS and GSIS). LLcd We trust we have satisfactory complied with your requirements. Thank you. Very truly yours, (SGD.) ATTY. ELMER B. SERRANO Officer-in-charge Compliance Information office