PSE Circular for Brokers No. 2124-99

August 26, 1999 PSE CIRCULAR FOR BROKERS NO. 2124-99 August 25, 1999 Philippine Stock Exchange Exchange Road, Ortigas Center Pasig City Attention: Ms . Grace B . de Guia Assistant Manager, Disclosure Dept . Gentlemen : As previously disclosed to your office at the meeting held last 24 August 1999, the stockholders representing 2/3 of the outstanding capital stock of the Corporation approved the delegation of the power to amend the corporate By Laws to the Board of Directors. At the meeting of the Board of Directors held today, 25 August 1999, the directors by majority vote approved the following amendments to the corporate By Laws: 1. Article 1 Corporate Powers To reflect the increase in number of directors from seven (7) to nine (9) 2. Article 2 Election of Directors First paragraph to be designated as Section 1 To provide as Section 2 the procedure for nominations of directors to the Board 3. Article 4 Powers of Directors Replacement of this paragraph with the provision for filling up of vacancies in the Board based on the Corporation Code. Addition of the following express powers of the Board: "3. From time to time, to make and change rules and regulations not inconsistent with these by-laws for the management of the Corporation's business and affairs; 4. To purchase, receive, take or otherwise acquire in any lawful manner, for and in the name of the Corporation, any and all properties, rights, interest or privileges, including securities and bonds of other corporations, as the transaction of the business of the Corporation may reasonably or necessarily require, for such consideration and upon such terms and conditions as the Board of Directors may deem proper or convenient; 5. To invest the funds of the Corporation in another corporation or business or for any other purposes other than those for which the Corporation was organized, whenever in the judgment of the Board of Directors the interests of the Corporation would thereby be promoted, subject to such stockholders' approval as mas be required by law; 6. To guarantee, for and in behalf of the Corporation obligations of other corporations or entities in which it has lawful interest; 7. To establish pension, retirement, bonus, profit-sharing or other types of incentives or compensation plans for the employees, including officers and directors of the Corporation and to determine the persons to participate in any such plans and the amount of their respective participations; 8. To implement these by-laws and to act on any matter not covered by these by-laws, provided such matter does not require the approval or consent of the stockholders under any existing law, rules or regulations." 4. Article 6 Meeting of the Directors To limit in Section 1 the holding of the organizational meeting of the Board of Directors immediately after the annual shareholders' meeting. To add as Section 2 the provision for the regular meetings of the Board of Directors. Renumbering Sections 2, 3 and 4 as Sections 3, 4 and 5, respectively. Inclusion of a provision for the Conduct of Meetings of the Board to be designated as Section 6. 5. Insert as a new Article 8 provisions for the creation of an Executive Committee to consist of three (3) members who shall be directors of the Corporation. 6. Article 8 Officers Renumbering this Article as Article 9 Inclusion of Chairman of the Board and Treasurer as officers of the Corporation in addition to the President, Vice President and Secretary. To add a clause therein disqualifying the President from holding the positions of Secretary or Treasurer at the same time 7. Insert as Article 10 provisions detailing the duties of the Chairman, including his designation as Chief Executive Officer. 8. Article 9 President To be renumbered as Article 11 In Section 2, to reflect that the President shall be known as the Chief Operating Officer 9. Article 10 to 11, Vice President, Manager To be renumbered as Articles 12 to 13, respectively 10. Article 12 Secretary or Clerk To be renumbered as Article 14 Deleting the requirement that the Corporate Secretary should be an American citizen but instead, requiring the same to be a Filipino citizen 11. To provide in a new Article 15 provisions for the duties of the Treasurer 12. To provide in a new Article 16 provisions indemnifying the directors and officers of the Corporation for any costs, damages or expenses incurred in executing their duty 13. Article 13 Books and Papers To be renumbered as Article 17 14. Article 14 Stock And Certificate of Stock To be renumbered as Article 18 Amending the signatories to the certificates of stock to comply with the Corporation Code and allowing facsimile signatures Providing for the procedure recognizing joint shareholders, calls on unpaid subscription and liens upon the shares for debts of the shareholder 15. Article 15 Transfer of Stock To be renumbered as Article 19 To renumber paragraphs (a), (b) and (c) as Sections 1, 2 and 3 respectively In Section 2, as renumbered, to revise the procedure for replacement of lost certificates to comply with the provisions of the Corporation Code In Section 3, as renumbered, to provide for the setting of the record date for shareholders entitled to attend meetings and to dividends in such manner as to comply with the requirements of the SEC/PSE 16. Article 16 Unissued Stock To be renumbered as Article 20 17. Article 17 Meeting of Stockholders To be renumbered as Article 21 To renumber paragraphs (1) thru (8) as Sections 1 thru 8 In Section 1, as renumbered, to provide that the shareholders' meetings be held at the principal place of business of the Corporation In Section 4, as renumbered, to provide that notices of meetings of the shareholders be sent out at least fifteen (15) business days prior to the meeting to be consistent with the Proxy/Information Statement Rule of the SEC 18. Article 18 Voting To be renumbered as Article 22 To provide a deadline for submission of proxies 19. To insert as a new Article 23 a provision specifying the procedure for sending notices to the shareholders 20. Article 19 By Laws To be renumbered as Article 24 In accordance with the Corporation Code, to provide that the by laws shall be amended by the affirmative vote of shareholders representing at least a majority of the outstanding capital stock of the Corporation. 21. Article 20 Unpaid Claim on Shares To be renumbered as Article 25 22. Article 21 Seal To be renumbered as Article 26 To provide that the corporate seal shall bear the new corporate name "Tanduay Holdings, Inc." and the coat of arms of Tanduay. In view of the foregoing, the Corporation shall submit its Amended By Laws to the Securities and Exchange Commission for approval and will submit to your office the duly approved Amended By Laws. Should you wish further clarification on any matter contained herein please do not hesitate to let us know. Very truly yours, (SGD.) MA. CECILIA L. PESAYCO Corporate Secretary