PSE Circular for Brokers No. 2318-99

September 15, 1999 PSE CIRCULAR FOR BROKERS NO. 2318-99 PHILIPPINE STOCK EXCHANGE PSE Centre, Exchange Road Ortigas Center, Pasig City Attention: Ms . Maria Isabel T . Garcia Head, Listings Group Compliance Monitoring Sir/Ma'am: Please be advised that at its regular meeting held today, the Board of Directors, approved the following: Setting the annual meeting of stockholders on November 17, 1999; Setting September 30, 1999 as the record date for stockholders entitled to notice and vote at the annual stockholders' meeting; Recapitalization of the corporation and amending for this purpose Article Seventh of its Amended Articles of Incorporation as follows: decrease of the authorized Common Stock by reducing its par value from P10.00 to P1.00 per share; increase authorized capital stock from P1.2 billion to P5.0 billion by: prcd a) raising the authorized Common Stock from P200 million to P3.0 billion divided into 3.0 billion common shares with par value of P1.00 per share; and b) creating a new series of Preferred Stock to be designated as Series "B" amounting to P1.0 billion divided into 1.0 billion shares with par value of P1.00 per share with the following features: 3% dividend rate, cumulative, convertible to common shares on 1 to 1 basis at the option of the holder at anytime, preferred as to dividends and distribution of assets in case of liquidation, redeemable at the option of the issuer after five years at redemption price equal to principal plus premium equivalent to 10% per annum. split the existing 100 million Preferred Shares with par value of P10.00 each into 1.0 billion Preferred Shares with par value of P1.00 each and designate the existing Preferred Stock as Series "A". the Agenda of the annual stockholders' meeting which includes the above items, as well as the proposal to remove the 20% limit on the amount of new shares which the corporation may issue without going through a pre-emptive rights offering, and amending for this purpose Article Seventh of the Amended Articles of Incorporation. cdlex Very truly yours, (SGD.) ELMER D. NITURA First Vice President & Corporate Information Officer