Prudential Bank

February 1, 2000 PSE CIRCULAR FOR BROKERS NO. 233-00 SUBJECT : Prudential Bank Prudential Bank ("PB") informed the Exchange that the Monetary Board, in its Resolution dated January 24, 2000, approved the Articles of Merger of PB and Pilipinas Bank, subject to the following conditions: cdll 1. The merger shall take effect within three (3) months from date of receipt of the Bangko Sentral ng Pilipinas (BSP) Certificate relative to the Articles of Merger; 2. The equity holdings and foreign-owned voting rights of any individual, related group, or corporation in PB after the merger shall not exceed the limitations imposed under Sections 12-A, 12-B and 12-D, of R.A. No. 337, as amended, and as further amended by Section 2 of R.A. No. 7721, insofar as these are not inconsistent with the applicable provisions; 3. PB shall correct within one hundred eighty (180) days from merger date any deficiency/non-compliance with banking laws, rules and regulations, such as the single borrower's loan limit, ceilings on loans to directors, officers, stockholders and related interests and ceilings on equity investments which may arise from the merger, except those allowed under Circular No. 172 dated August 31, 1998, as amended; 4. The amount of appraisal increment reserve eligible to form part of the combined capital accounts of the surviving institution shall be subject to BSP approval; 5. PB shall comply with the BSP rules and documentary requirements on merger; and 6. PB shall announce the merger in a newspaper of general circulation and the same shall be posted conspicuously in the bank's premises. For your information. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings and Disclosure Group