PSE Circular for Brokers No. 200-00

January 28, 2000 PSE CIRCULAR FOR BROKERS NO. 200-00 To : Ms. Luisa Buenaventura Company : Philippine Stock Exchange Phone : 636-0122 Fax : 636-0809 From : Atty. Rodolfo G. Corvite, Jr. Company : Asian Terminals, Inc. Phone : 527-8051 to 60 Fax : 527-9963 ; 527-2467 Pages : Two (2) including this one Date : January 27, 2000 Subject : As Stated Please be advised that during its meeting held this morning and which adjourned at 12:50 p.m. today, and pursuant to the delegated authority to amend the By-laws given by the stockholders, the Company's Board of Directors has approved the following: 1. Amendment of Article III Section (8)(c) for the purpose of prescribing the high vote requirement of shareholders when the transaction involves alienation of all or substantially all of the assets of the corporation. The amended section will now read as follows: "The following matters shall require an affirmative vote of two-thirds (2/3) of the outstanding capital stock of the Corporation: (c) the sale, lease, assignment, transfer or disposal of all or substantially all of the assets and property of the Corporation; " 2. Amendment of Article III Section (8)(i) for the purpose of dispensing with the high vote requirement of shareholders when the formation of any entity of or for the Corporation and the investment of corporate funds in another corporation or business is done in pursuance of the primary purpose of the Corporation as stated in its Articles of Incorporation. The amended section will now read as follows: "The following matters shall require an affirmative vote of two-thirds (2/3) of the outstanding capital stock of the Corporation: (i) the formation of any subsidiary, joint venture, partnership or other association of or for the Corporation, as well as the investment of corporate funds in another corporation or business except when the same is done in pursuance of the primary purpose of the Corporation as stated in the Articles of Incorporation: " 3. Introduction of Article IV Section 5 of the By-laws of the Corporation for the purpose of fixing the date of regular board meetings. The new section will read as follows: "Section 5. Regular Meetings. The regular meeting of the Board of Directors for purpose of transacting business shall be held once every quarter of each year ." 4. Amendment of Article IV Section (8)(n) by deleting the requirement for the approval of two thirds (2/3) of the members of the Board of Directors in case of sale, lease, assignment, transfer or disposal of all or substantially all of the assets and property of the Corporation as provided under the Aforementioned section. llcd Thank you. (SGD.) ATTY. RODOLFO G. CORVITE, JR.