PSE Circular for Brokers No. 1711-98

July 24, 1998 PSE CIRCULAR FOR BROKERS NO. 1711-98 July 22, 1998 DISCLOSURE DEPARTMENT LISTINGS AND DISCLOSURE GROUP 4/F Philippine Stock Exchange Center PSE Center, Exchange Road Ortigas Center, Pasig City Gentlemen : The stockholders of Metropolitan Banks and Trust Company in its special meeting held on July 22, 1998 ratified and confirmed the following: (1) Declaration of the 20% stock dividend, the record date of which will be fixed by the President after compliance with the listing requirements of the Philippine Stock Exchange and the Securities and Exchange Commission. (2) 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. aisadc The 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." Very truly yours, (SGD.) ANTONIO V. VIRAY First Vice President Asst . Corporate Secretary