PSE Circular for Brokers No. 2611-98

November 19, 1998 PSE CIRCULAR FOR BROKERS NO. 2611-98 November 18, 1998 Philippine Stock Exchange, Inc. Phil. Stock Exchange Centre Exchange Road, Pasig FAX No. 634-2051/634-5113 Attention: Mr . Reynold P . Ong Vice President, Listing & Disclosure Group Gentlemen : Please be informed that in the annual shareholders meeting of Davao Union Cement Corporation held in the late afternoon of November 17, 1998, the following were approved: (1) The increase in authorized common capital stock of the corporation from P2.0 billion to P6.0 billion consisting of 4.0 billion common shares at the par value of P1.00 per share, with a rights offering of common shares amounting to P2.250 billion from the increase in the authorized common stock to be made to shareholders under terms and conditions as may be determined by Management to be in the best interests of the corporation; (2) The amendment of Article Eighth of the Amended Articles of Incorporation to reflect the aforesaid increase; LexLib (3) The issuance, on a pre-emptive basis to all shareholders of record, convertible debt instruments in the aggregate amount of approximately P750 million, under such terms and conditions as Management may deem to be in the best interests of the corporation; (4) The election of the following directors of the corporation: Ramon V. del Rosario Oscar J. Hilado Magdaleno B. Albarracin, Jr. Noel D. Vasquez, SJ Gabino A. Mendoza Miguel A. Magsaysay Ramon R. del Rosario, Jr. Shigeru Matamaru Peter Assam Birger Riisager Victor J. del Rosario Jose L. Cuisia, Jr. Jorge J.L. de Leon Roberto M. Lavina Octavio V. Espiritu (5) The appointment of SGV and Co. as the auditors of the corporation; and, cdt (6) The renewal of the Management Contract with Philippine Investment-Management Consultants (PHINMA), Inc. for a period of five years from the start of the current fiscal year. Very truly yours, (SGD.) JUAN J. DIAZ Corporate Secretary