PSE Circular for Brokers No. 269-00

February 7, 2000 PSE CIRCULAR FOR BROKERS NO. 269-00 February 1, 2000 Ms . Grace B . De Guia Assistant Manager Disclosure Department Philippine Stock Exchange PSE Centre, Exchange Road Ortigas Center, Pasig City Dear Ms. De Guia: Attached is a copy of the notarized Secretary's Certificate regarding the declaration by the Board of Directors of cash dividend (CD 17) at the rate of P 1.25 per common share in favor of stockholders of record as of 15 February 2000 payable on 31 March 2000. Below is a table of the applicable withholding tax rates on cash dividend received in year 2000 and thereafter based on BIR Ruling No. 134-99 dated 25 August 1999 which we furnished you earlier. Rate TAXPAYER 10% Individual citizen and individual resident alien. 20% Non-resident alien individual engaged in trade or business in the Philippines. 25% Non-resident alien individual not engaged in trade or business in the Philippines. 32% Non-resident foreign corporation not engaged in trade or business in the Philippines 15% Non-resident foreign corporation not engaged in trade or business in the Philippines, if the country in which the non-resident foreign corporation is domiciled shall allow a credit against the tax due from the non-resident foreign corporation taxes deemed to have been paid in the Philippines equivalent to 17% for the year 2000 and thereafter. Please be guided accordingly. cdll Very truly yours, (SGD.) HECTOR Z. MORENO, JR. Sr. Manager & Head, Stockholder Relations SECRETARY'S CERTIFICATE I, ROLANDO R. ARBUES, a duly elected, qualified and incumbent Assistant Corporate Secretary of the Manila Electric Company (MERALCO), a corporation duly organized and existing under and by virtue of the laws of the Philippines, do hereby certify that: At the regular meeting of the Board of Directors of the Company duly convened and held on January 24, 2000, at which meeting a quorum was present, acted throughout and voted, the following resolutions were approved and that said resolutions are in full force and effect on the date hereof: "RESOLVED, that cash dividend at the rate of P1.25 per common share be, as the same hereby is, declared in favor of stockholders of record as of February 15, 2000, payable on March 31, 2000; "RESOLVED, FURTHER, that the total amount of said cash dividend be applied against the earnings of fiscal year ending December 31, 1999." WITNESS THE SIGNATURE of the undersigned as such officer of the Company and its corporate seal hereunto affixed on this 28th day of January 2000. (SGD.) ROLANDO R. ARBUES Assistant Corporate Secretary SUBSCRIBED AND SWORN to before me this 28th day of January 2000, affiant exhibited to me his Community Tax Certificate No. 04291355, issued at Antipolo City, on March 1, 1999. Doc. No. 348 Page No. 71 Book No. III Series of 2000