Prudential Bank

September 1, 1999 PSE CIRCULAR FOR BROKERS NO. 2180-99 SUBJECT : Prudential Bank Prudential Bank ("PB") informed the Exchange, through SEC Form 11-C, that the following matters were taken up by the Board of Directors during its regular meeting held on August 18, 1999: 1. Due Diligence Audit of the bank The Board approved the Due Diligence Audit of the Bank conducted by Sycip Gorres Velayo & Co. (SGV), in connection with the plan merger of PB and Pilipinas Bank, resulting in the exchange rate of 1 PB share for every 228 Pilipinas Bank shares. 2. The Plan of Merger The Board approved the Plan of Merger between PB and Pilipinas Bank subject to approval by the shareholders of both banks and the Securities and Exchange Commission (SEC). 3. Amendment of certain provisions of the Amended By-Laws of the bank The Board approved the amendment of certain provisions of the Amended By-Laws of the bank, such that the following changes are reflected: a. Principal office of the corporation shall be in the City of Makati instead of Makati Rizal (Article l); b. Indication of date of the regular meeting of the Board of Directors (Article IV, Section 3); c. Revision of Directors' fees (Article IV, Section 8); d. Inclusion of additional executive positions and separation of the office of the Corporate Secretary from that of the Trust Officer (Article IV, Section 10; Article V, Section 1; Article IX, Section 1; Article XI, Section XI, Section 1, Article XIII and Article XV); and prcd e. That a portion of the profit sharing of the bank shall be for Senior Officers of the corporation without having to be members of the Management Committee (Article XVII). Copies of the Minutes of the Board of Directors Meeting held on August 18, 1999, the Due Diligence Audit conducted by SGV, the Articles of Merger and Plan of Merger between PB and Pilipinas Bank are available for reference at PSE Centre and PSE-Plaza Libraries. For your information. (SGD.) ATTY. RUBEN L. ALMADRO Office-in-Charge