PSE Circular for Brokers No. 2588-98

November 13, 1998 PSE CIRCULAR FOR BROKERS NO. 2588-98 12 November 1998 PHILIPPINE STOCK EXCHANGE, INC . Disclosure Department Listings and Disclosure Group 4/F Philippine Stock Exchange Center PSE Centre, Exchange Road Ortigas Center, Pasig City, Metro Manila Attention: Ms . Ma . Isabel T . Garcia SUBJECT : Resolutions Passed on November 12, 1998 Regular Board of Directors Meeting Gentlemen : In compliance with the Philippine Stock Exchange disclosure requirements, please find below texts of resolutions passed and adopted by the Board of Directors of AEV on its meeting held on November 12, 1998 which adjourned at 5:30 p.m.: 1.) Resolution authorizing the creation of an executive committee, its membership and scope of authority In consonance with AEV's Stockholders' Resolution No. 97-5, to wit: "Resolved, as it is hereby resolved, that the power and authority to amend or repeal the by-laws, or adopt new by-laws of the company be delegated to the Board of Directors pursuant to Article VII (Amendments) of the Corporation's By-laws.", the Board approved the amendment of Article III of the Corporation's By-Laws, authorizing the creation of an executive committee, its membership and scope of authority. The Board passed the following resolution: "Resolved, that the by-laws of the Corporation be amended to provide for the Executive Committee, its membership and scope of authorization, so that as amended, Article III shall read as follows: Article III "SECTION 8. Executive Committee . An executive committee shall be appointed by the Board of Directors from either the Directors and/or Officers. It shall consist of seven (7) members composed of at least 4 members of the board and 3 non-board members, to act on such matters within the competence of the Board of Directors except with respect to the following: a.) approval of any action for which shareholders' approval is also required; b.) the filling of vacancies in the Board of Directors; c.) the amendment or repeal of these By-laws or the adoption of new By-laws; d.) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not amendable or repealable. e.) a distribution of cash dividends to the stockholders." "Resolved further, that the Corporate Secretary and/or the Assistant Corporate Secretary, be authorized, as they are hereby authorized, to take undertake all the necessary measures to effect the immediate incorporation of the above amendment to the Corporation's By-Laws." 2. Resolutions authorizing the corporation to open an account with a Stock Brokerage Firm . "Resolved, as it is hereby resolved, that the opening of an account and the transaction of business by the Corporation with ATR Securities, Inc., be authorized, as it is hereby authorized; "Resolved Further, that any one (1) of the following officers of the Corporation: 1. Mr. Juan Antonio E. Bernad 2. Mr. Stephen G. Parades 3. Mr. Luis Miguel Aboitiz 4. Mr. Iaki S. Ugarte be authorized, as he is hereby authorized, to buy and sell shares of stock, and to sign for and on behalf of the Corporation, any and all contracts, forms, papers and other related documents pertinent thereto." Very truly yours, ABOITIZ EQUITY VENTURES, INC. By: (SGD.) SYLVA A. PADERANGA Asst . Corporate Secretary