Securities & Exchange Commission

March 2, 1998 PSE CIRCULAR FOR BROKERS NO. 260-98 February 27, 1998 Securities & Exchange Commission Director Linda A. Daoang Money Market Department S.E.C. Building, EDSA Mandaluyong City Philippine Stock Exchange Compliance & Surveillance Dept. 4/F PSE Center, Exchange Road Ortigas Center, Pasig City Gentlemen : Please be informed that the Board of Directors of Ayala Land, Inc. ("Corporation"), in its meeting held today considered and approved the following: 1. Declaration of a cash dividend of P0.03 per share (corresponding to the 1998 first semester) to all stockholders or record as of 31 March 1998 and payable on 15 May 1998. 2. Declaration of a 20% stock dividend to all stockholders of record as of 07 May 1998 and payable on 19 June 1998. This will be submitted for the ratification of the stockholders in their annual meeting on 15 April 1998. For this purpose, we are seeking exemption from the SEC rule setting a 45-day period within which to submit a stock dividend declaration for the ratification of the stockholders. 3. Holding of the annual stockholders' meeting on 15 April 1998 at 9:00 a.m. and setting March 16, 1998 as the record date of stockholders entitled to vote thereat, and closing of the Stock and Transfer-Book of the Corporation from March 17, 1998 to April 15, 1998, inclusive. 4. Authority to issue of up to 700,000,000 shares of the Corporation with an aggregate par value of up to P700,000,000.00 in exchange for properties relative to the landbanking and development activities of the Corporation on the date(s) and subject to terms and conditions and at a price to be determined by the Board of Directors based on prevailing market conditions or on agreements negotiated or entered between the Corporation and the owners of the properties to be exchanged with the shares of the Corporation. 4.1 Issuance of such shares shall be excluded from the pre-emptive rights of the stockholders, subject to the compliance by the Corporation of the requirements of Section 39 of the Corporation Code, to wit, that such pre-emptive right shall not extend to shares to be issued with the approval of stockholders representing at least 2/3 of the outstanding capital stock in exchange for properties needed for corporate purposes; 4.2 For the purpose of complying with the requirements of Section 39 of the Corporation Code, the Board of Directors shall obtain the written assent of stockholders for the issuance of such shares and to exclude the same from the stockholders' pre-emptive rights, and that stockholders of record as of March 13, 1998 be entitled to vote and to submit such written assent at any time within a period ending March 31, 1998. This move is being undertaken to take advantage of opportunities being offered by the prevailing weak market. Such a move will allow the Corporation to have maximum flexibility in pursuing strategic acquisitions and joint ventures under terms and conditions beneficial to the Corporation and its stockholders. The above information is being submitted in compliance with the disclosure requirements of the SEC and the PSE. Very truly yours, (SGD.) MERCEDITA S. NOLLEDO Senior Vice President & Corporate Secretary