PSE Circular for Brokers No. 2606-98

November 17, 1998 PSE CIRCULAR FOR BROKERS NO. 2606-98 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b)(3) THEREUNDER 1. November 12, 1998 Date of Report (Date of earliest event Reported) 2. SEC Identification Number CE-02536 3. BIR TIN 003-828-269-V 4. ABOITIZ EQUITY VENTURES, INC. Exact name of registrant as specified in its charter 5. Cebu City, Philippines Province, country or other jurisdiction of incorporation 6. Industry Classification Code 7. Archbishop Reyes Ave., Banilad, Cebu City 6000 Address of principal office Postal Code 8. (032) 2310-705 Registrant's telephone number, including area code 9. N.A. Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Stock, P1.00 par value 5,384,095,574 Amount of Debt Outstanding P2,769,623,000.00 11. Indicate the item numbers reported herein: 9(b) Item 9(b) OTHER EVENTS In compliance with the disclosure requirements of both SEC and PSE, please find below texts of resolutions passed and adopted by the Board of Directors of AEV at its regular meeting held on November 12, 1998: 1. Resolution authorizing the creation of an executive committee, its membership and scope of authority. cdt 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 resolutions: "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 form either the Directors and/or Officers. It shall consist of seven (7) members composed of at least 4 members of the board and 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 filing 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; and cdll e.) a distribution of cash dividends to the stockholders". "Resolved further, that the Corporate Secretary and/or the Assistant Corporate Secretary, be authorized, to 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 E. Bernad 2. Mr. Stephen G. Pradies 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, paper and other related documents pertinent thereto. LexLib SIGNATURES Pursuant to the requirements of the Revised Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Aboitiz Equity Ventures By: (SGD.) SYLVA A. PADERANGA Asst . Corporate Secretary