PSE Circular for Brokers No. 1409-99

June 16, 1999 PSE CIRCULAR FOR BROKERS NO. 1409-99 June, 15, 1999 PHILIPPINE STOCK EXCHANGE Disclosure Department 4th Floor Tektite Tower Exchange Road, Ortigas Center Pasig City Attention: Ms . Grace De Guia Assistant Manager Gentlemen : As discussed, we would like to inform you that the following resolutions were approved in the annual stockholders' meeting held last 24 May 1999, and in the organizational meeting of the Board of Directors held on the same date: 1. Amendment to the Article of Incorporation: " RESOLVED , that the Bank's Articles of Incorporation is hereby amended to include the following as Article ELEVENTH thereof, thus: Unless otherwise determined by the Board of Directors, no holder of stock of the Bank shall be entitled as such, as a matter of right. to purchase or subscribe for any stock of any class which the Bank may issue or sell, whether or not exchangeable for any stock of the Bank of any class or classes and whether out of unissued shares authorized by the articles of incorporation of the Bank as originally filed or by any amendment thereof or out of shares of stock of the Bank acquired by it after the issue thereof and whether issued for cash, labor done, personal property, or real property, or leases thereof. Nor, unless otherwise determined by the Board of Directors, shall any holder of any shares of the capital stock of the Bank be entitled as such, as a matter of right, to purchase or subscribe for any obligation which the Bank may issue or sell that shall be convertible into or exchangeable for any shares of stock of the Bank of any class or classes, or to which shall be attached or appurtenant any warrant or warrants or any other instrument or instruments that shall confer upon the holder or holders of such obligation the right to subscribe for or purchase from the Bank any shares of its capital stock of any class or classes. 2. Amendment to the By-Laws: " RESOLVED , that Article III Section 10 Bonus of the Bank's By-Laws is hereby amended to state that the basis for the annual bonus of the directors, management, officers and employees of the Bank shall be based an the net income of the Bank before tax." cdlex The amendments shall have to be approved by the Bangko Sentral Ng Pilipinas and thereafter by the Securities and Exchange Commission. We shall inform you once we obtain the proper approvals. Thank you and best regards. Very truly yours, (SGD.) ATTY. MARITESS PARILLA-ELBINIAS Assistant Corporate Secretary