Philippine Stock Exchange, Inc.

February 12, 1998 PSE CIRCULAR FOR BROKERS NO. 124-98 February 11, 1998 PHILIPPINE STOCK EXCHANGE, INC. PSE Centre Exchange Road, Ortigas Center, Pasig City Attention: Ms . Maria Isabel T . Garcia Head, Listing Department Gentlemen : This will confirm the telephone advice made by our office to your Ms. Grace de Guia at 3:30 P.M. regarding the following resolutions passed by the Board of Directors of Seafront Resources Corporation ("Corporation") at the meeting held on 11 February 1998. LLphil I. Approval of Quasi-Reorganization "RESOLVED, as it is hereby, that the Corporation approves the 1997 Audited Financial Statements reflecting a deficit of P411,603,070 which resulted from the provision for probable losses recorded in 1997: a) for oil and gas assets because of the change in the business purpose of the Corporation; and b) decline in value of marketable equity shares and other investments; "RESOLVED, that the Corporation, subject to the approvals of the stockholders, PSE and SEC, approves the quasi-reorganization plan to eliminate the said deficit; "RESOLVED, that the approval of the quasi-reorganization plan includes the approval of the reduction or the decrease of the capital stocks of the Corporation by an amount equal to the deficit, the corresponding amendment of the Articles of Incorporation to reflect the decrease of the capital stock of the Corporation and the application of the reduction surplus against such deficit; "RESOLVED, FURTHER, that the decrease in the capital stock of the Corporation shall be effected by way of a decrease in the number of shares and correspondingly, the number of shares of the stockholders shall be decreased proportionately; "RESOLVED, FINALLY, that the following shall be authorized to sign, execute and deliver any and all documents to give effect to the foregoing resolutions: MANUEL D. RECTO President BENEDICTO L. TABIN Vice President/Treasurer FLORENTINO M. HERRERA III Corporate Secretary ARTURO B. MAULION AVP/Asst. Corp. Secretary II. Approval of the date and venue of the 1998 Annual Shareholders' Meeting and setting of record date for shareholders entitled to notice of, or to vote at the meeting . "RESOLVED, as it is hereby, that for the 1998 Annual Shareholders' meeting of the Corporation shall be held on Wednesday, 06 May 1998 at 2:00 PM at Manila Polo Club, Mckinley Road, Forbes Park, Makati City; "RESOLVED, FINALLY, that for the purpose of determining the stockholders entitled to notice of or to vote at the shareholders' meeting, the record date shall be set on Friday, 3 April 1998." Thank you. Very truly yours, (SGD.) ATTY. ARTURO B. MAULION AVP/Asst . Corporate Secretary