PSE Circular for Brokers No. 1173-98

May 27, 1998 PSE CIRCULAR FOR BROKERS NO. 1173-98 Philippine Stock Exchange, Inc. Phil. Stock Exchange Centre, Exchange Road Ortigas Center, Pasig City Attention: Ms . Ruben L . Almadro VP-Compliance & Surveillance Dept . Gentlemen : Ref: BenguetCorp L-11006 In compliance with the PSE's rules and regulations on disclosure, we hereby report the results of the annual stockholders meeting of Benguet Corporation held yesterday, May 26, 1998: (1) No elections of directors were held because the 1993 Supreme Court Temporary Restraining Order (TRO) enjoining the holding of elections of directors had not been lifted. Thus, the Company's present set of directors will remain in office on hold-over capacity until their successors shall have been duly elected and qualified. The composition of the Board of Directors is as follows: A. REPRESENTING THE CLASS A CONVERTIBLE PREFERRED AND COMMON CLASS A SHARES OF STOCK: NAME NATIONALITY RESIDENCE BENJAMIN PHILIP G. ROMUALDEZ FILIPINO #1 PALM AVE., FORBES PARK, MAKATI CITY, M.M FERDINAND MARTIN G. ROMUALDEZ FILIPINO #1 PALM AVE., FORBES PARK, MAKATI CITY,M.M. EMERITO M. SALVA FILIPINO 82-84 JOSE ABAD SANTOS ST., HEROES HILLS, QUEZON CITY, M.M. ANTONIO N. TANCHULING FILIPINO #1 COMFREY LANE, DREAMHOMES SUBD., PASIG CITY, M.M. LUIS JUAN I. VERATA FILIPINO #9 BALETE ST., FORBES PARK, MAKATI CITY,M.M. CARLOS J. VALDES FILIPINO #209 M. PATEROS ST., SAN JUAN, M.M. B. REPRESENTING THE COMMON CLASS B SHARES OF STOCK: NAME NATIONALITY RESIDENCE DENNIS R. BELMONTE FILIPINO #30 SWALLOW DRIVE, GREEN MEADOWS SUBD., QUEZON CITY JOSE ISIDRO N. CAMACHO FILIPINO 14 URDANETA AVENUE, URDANETA VILLAGE, MAKATI CITY ANDRES G. GATMAITAN FILIPINO #16 CECILVILLE, WHITE PLAINS, QUEZON CITY VACANT (vice Eduardo M. Sacris) If within ninety (90) days after yesterday's stockholders meeting, an order is issued lifting the TRO (enjoining election of BOD), an election may be held without need of new proxy solicitation. This is indicated in the Notice/Proxy Statement attached hereto for your ready reference. (2) The stockholders approved/ratified the extension period of the granting of' stock option under the Company's Stock Option Plan from its termination date on May 31, 1998 to May 31, 2003. (3) All other items in the Agenda of the Stockholders' Meeting (copy attached) were duly approved by the stockholders. We hope that this letter meets your disclosure requirements. Very truly yours, BENGUET CORPORATION By: (SGD.) SOLEDAD CAGAMPANG-DE CASTRO Corporate Secretary BENGUET CORPORATION 1998 ANNUAL MEETING OF STOCKHOLDERS 26 MAY 1998, 3:00 P.M. Club Filipino, Hall of Fame, Eisenhower cor. Mckinley Greenhills Subd., San Juan, Metro Manila AGENDA I. Proof of Notice of Meeting II. Determination of Quorum III. Approval of the Minutes of the Annual Stockholders' Meeting held on 27 May 1997 IV. President's Review of Operation Approval of President's Report and Annual Report for the year 1997 V. Ratification of all acts and resolutions of the Board of Directors and Corporate Officers for the term 1997-1998 VI. Nomination and election of ten (10) directors for the ensuing year - (subject to the lifting of the Temporary Restraining Order issued by the Supreme Court on or before adjournment of May 26, 1998 meeting) A. Four (4) directors to represent the Common Class "B" Stock B. Six (6) directors to represent the Common Class "A" and Convertible Preferred Class "A" Stock VII. Other Business A) Approval of the extension of termination date of granting stock options from May 31, 1998 to May 31, 2003 VIII. Adjournment