PSE Circular for Brokers No. 1351-98

June 17, 1998 PSE CIRCULAR FOR BROKERS NO. 1351-98 DISCLOSURE DEPARTMENT LISTINGS AND DISCLOSURE GROUP 4/F Philippine Stock Exchange Center PSE Center, Exchange Road, Ortigas Center, Pasig City Gentlemen : The Board of Directors of Metropolitan Bank And Trust Company in its meeting held on June 17, 1998 approved the amendment of Article VII of the Articles of incorporation by inserting a new provision denying pre-emptive rights for the issuance of shares relating to equity linked debt or other securities offered and sold in the international capital market. The recommended provision to be inserted as the second paragraph of Article VII reads as follows: "Stockholders shall have pre-emptive rights to subscribe to all issues or dispositions of shares of any class, in proportion to their respective shareholdings, except that such pre-emptive rights shall not extend to the issuance of shares relating to equity linked debt or other securities offered and sold in the international capital market" The above amendment will be submitted to the stockholders for ratification and confirmation in the special stockholders meeting to be held on July 22, 1998. Very truly yours, (SGD.) ANTONIO V. VIRAY First Vice President Asst . Corporate Secretary