Prudential Bank

October 22, 1999 PSE CIRCULAR FOR BROKERS NO. 2712-99 SUBJECT : Prudential Bank Further to Circular for Brokers no. 2574-99 relative to the results of its Annual Stockholders' Meeting held on- October 8, 1999, Prudential Bank ("PB") furnished the Exchange its SEC Form 11-C with the following additional matters taken up by the stockholders of PB: LibLex 1. Approval of the Plan of Merger between PB and Pilipinas Bank. Details of the terms and conditions set forth in the said Plan is attached hereto as Annex "A"; 2. Election of the Board of Directors. The incumbent Board of Directors of PB were re-elected for the corporate year 1999-2000: Jose L. Santos A. Benedicto L. Santos Federico L. Santos Roman L. Santos Francisco C. Delgado Virginia S. Syjuco Sonia G. Santos Hisao Sakashita Renato L. Santos Mario S. Santos Augusto S. de Jesus 3. Appointment of External Auditor. Guzman, Bocaling & Co. was reappointed as PB's External Auditor for the corporate year 1999-2000. For your information. (SGD.) MA. ISABEL T. GARCIA OIC, Listings & Disclosure Group RESOLUTION OF THE STOCKHOLDERS OF PRUDENTIAL BANK APPROVING THE MERGER OF PRUDENTIAL BANK AND PILIPINAS BANK OCTOBER 8, 1999 RESOLVED, that following the approval by the Board of Directors of the merger by Prudential Bank with Pilipinas Bank, in accordance with Resolution No. 63-00-99 dated August 18, 1999, the stockholders of Prudential Bank approve, as they formally approve the merger between Prudential Bank and Pilipinas Bank, upon terms and subject to the conditions set forth in the Plan of Merger: "PLAN OF MERGER ARTICLE I CONCEPT SECTION 1. Upon the issuance by the Securities and Exchange Commission ("SEC") of the Certificate of Filing of Articles of Merger ("Certificate of Merger")for the Merger of Pilipinas with and into Prudential (the "Merger"): 1.1. Prudential and Pilipinas shall become a single corporation, with Prudential as the surviving corporation. Pilipinas shall cease to exist and its legal personality shall be terminated; 1.2. Prudential shall continue to possess all its rights, privileges, immunities and powers, and shall continue to be subject to all its duties and liabilities, as those existing immediately prior to the Merger; 1.3. All the rights, privileges, immunities, franchises and powers of Pilipinas shall be deemed transferred to and possessed by Prudential, in addition to those originally belonging to Prudential; 1.4. All the properties of Pilipinas, real or personal, tangible or intangible and all receivables due on whatever account, including subscriptions to shares and choses, in action, and all and every other interest of, belonging to, or due to Pilipinas shall deemed transferred to Prudential without need of any further act or deed; 1.5. All liabilities and obligations of Pilipinas shall be transferred to and become the liabilities and obligations of Prudential in the same manner as if Prudential has itself incurred such liabilities or obligations; no rights and interests of creditors of Pilipinas or liens upon the property of Pilipinas shall be prejudiced by the Merger; 1 6. All shareholders of Pilipinas shall become shareholders of Prudential pursuant to a procedure in which all outstanding Pilipinas shares shall be deemed surrendered and cancelled in exchange for the shares of Prudential from its authorized and unissued common shares of stock at the exchange ratio of one (1) common share of Prudential with a par value of P100.00 each for every two hundred twenty-eight (228) shares of Pilipinas, with a par value of P1.00 each; ARTICLE II PROCEDURE SECTION 1. This Plan of Merger shall be approved by the respective Board of Directors and shareholders of Prudential and Pilipinas in accordance with law and the respective by-laws of Prudential and Pilipinas; Provided, that the shareholders of Prudential and Pilipinas hereby authorize their respective Board of Directors by majority vote to amend, modify or supplement this Plan of Merger if necessary; Provided, that such amendment, modification or supplement shall not substantially change the terms of the Merger. SECTION 2. Upon approval of this Plan of Merger by the required votes of shareholders of Prudential and Pilipinas in the special shareholders meetings called for the purpose, the Articles of Merger shall be executed by Prudential and Pilipinas, to be signed by their respective Presidents and certified by their respective Corporate Secretaries, setting forth this Plan of Merger, the number of shares outstanding of Prudential and Pilipinas, and the number of shares voting for and against this Plan of Merger, respectively. SECTION 3. Upon the issuance by the SEC of the Certificate of Merger, the events provided in Article I, Section 1 of this Plan of Merger shall become ipso facto effective. SECTION 4. Within thirty days from the issuance of the Certificate of Merger by the SEC, the Corporate Secretary of Prudential shall notify the shareholders of Pilipinas that they may claim their Prudential common shares certificates upon surrender of their Pilipinas shares certificates duly endorsed for cancellation; Provided, that documentary stamps taxes shall be for the account of Prudential. SECTION 5. Prudential shall take such steps or measures as it may deem necessary or advisable to substitute itself in all suits and proceedings where Pilipinas is a party and to substitute its name for Pilipinas in all titles, documents, deeds, contracts and papers where Pilipinas appears as a party. ARTICLE III SPECIAL PROVISION SECTION 1. If the Bangko Sentral ng Pilipinas (BSP) or the SEC shall not, for any reason, approve the Articles of Merger, or nature of the Merger, there shall be no right on the part of Prudential or Pilipinas or their respective directors, officers or shareholders to claim damages against the other by reason of the disapproval of the Articles of Merger." RESOLVED FURTHER, That the President, JOSE L. SANTOS, be authorized to sign, execute and deliver in behalf of the Bank the Articles of Merger with Pilipinas Bank and that the Vice President and Corporate Secretary, OCTAVIO D. FULE, be authorized to certify the said Articles of Merger in behalf of said Bank prior to its submission to the Bangko Sentral ng Pilipinas and the Securities and Exchange Commission for their respective approvals.