PSE Circular for Brokers No. 2687-98

December 1, 1998 PSE CIRCULAR FOR BROKERS NO. 2687-98 Listings and Disclosure Group Philippine Stock Exchange 4/F PSE Center, Exchange Road Ortigas, Pasig City Attention: Disclosure Department Gentlemen : We wish to advise the Philippine Stock Exchange that the Board of Directors of the Philippine National Bank in a special meeting held today, December 1, 1998, approved the holding of a Special Stockholders' Meeting to be held on December 22, 1998. The Agenda for the meeting is as follows: 1. Call to Order 2. Secretary's Proof of Notice and Quorum 3. Approval of the following proposed amendments to the PNB Amended Articles of Incorporation: (a) Increase of the authorized capital stock of the Bank from TWENTY FIVE BILLION PESOS (P25,000,000,000.00) to THIRTY FIVE BILLION PESOS (P35,000,000,000.00) to be divided into Two Hundred Fifty Million (250,000,000) common shares and One Hundred Million (100,000,000) preferred shares with a par value of P100.00 per share. (b) Incorporation of an additional provision to the effect that there shall be no preemptive right for all classes of shares issued out of the unissued portion of the Bank's authorized capital stock or shares to be issued out of any increase in the Bank's authorized capital stock and/or reissuance of treasury shares. 4. Approval of the proposed amendment to Section 3.1 of the PNB By-Laws to the effect that the authorized capital stock of the Bank shall consist of common shares and preferred shares. 5. Adjournment For this purpose, only stockholders of record as of December 9, 1998 will be entitled to vote at this meeting. (SGD.) REMEDIOS MONTECASTRO-LIM Corporate Secretary