PSE Circular for Brokers No. 2059-98

September 4, 1998 PSE CIRCULAR FOR BROKERS NO. 2059-98 September 3, 1998 PHILIPPINE STOCK EXCHANGE PSE Centre, Exchange Road Ortigas Avenue, Pasig City, M.M. Attention: Disclosure Department, PSE Compliance Department, PSE Gentlemen : Please be informed that at the Special Board of Directors Meeting of Manila Broadcasting Company (MBC) held at the principal office on 3 September 1998 at 11:00 a.m. the following were APPROVED with the requisite quorum present, to wit: LLphil 1. Increase in the authorized stock capital of MBC from P1Billion to P2Billion and amendment to Article 7 of the Articles of Incorporation accordingly. 2. The private placement of a portion of the shares covered by the increase in MBC's capital stock (the "Shares") to Cebu Broadcasting Company. Philippine Broadcasting Company and Pacific Broadcasting Systems, Inc. through a subscription in consideration for assets to be received by MBC (the "Private Placement"); 3. The appraisal report of Cuervo Appraisers, Inc. valuing the assets subject of the asset for stock swap at P703,602,152.00; 4. The issuance of the Shares covered by the Private Placement at the par value of P1.00 per share; and 5. The call of a Special Stockholders' Meeting to be held on 14 September 1998 at the principal office of MBC at 10:00 a.m. Very truly yours, (SGD.) ATTY. RUDOLPH E. JULARBAL Corporate Secretary September 3, 1998 Re: Notice of MBC Special Stockholders' Meeting and Agenda Mr./Mrs./Ms.______________, Please be advised that there will be a special stockholders meeting on Monday, 14 September 1998 at 10:00 a.m. at the FJE Boardroom, 6th Floor, FJE Building, 105 Esteban St. Legaspi Village, Makati City, Metro Manila, to discuss and approve the resolutions approved by the Board of Directors in its Special Meeting held on 3 September 1998, to wit: 1. Increase in the authorized stock capital of MBC from P1Billion to P2Billion and amendment to Article 7 of the Articles of Incorporation accordingly, 2. The private placement of a portion of the shares covered by the increase in MBC's capital stock (the "Shares") to Cebu Broadcasting Company, Philippine Broadcasting Company and Pacific Broadcasting Systems, Inc. through a subscription in consideration for assets to be received by MBC (the "Private Placement"). 3. The appraisal report of Cuervo Appraisers, Inc. valuing the assets subject of the asset for stock swap at P703,662,152.00 and 4. The issuance of the Shares covered by the Private Placement at the par value of P1.00 per share. 5. Other Matters. Your attendance shall be appreciated. Very truly yours, (SGD.) ATTY. RUDOLPH E. JULARBAL Corporate Secretary