PDCP Development Bank, Inc.

October 28, 1999 PSE CIRCULAR FOR BROKERS NO. 2775-99 SUBJECT : PDCP Development Bank, Inc . Further to Circular for Brokers No. 2318-99 dated September 16, 1999, PDCP Development Bank, Inc. ("PDCP") furnished the Exchange a Copy of its SEC Form 34-A (Definitive Proxy Statement), including its December 31, 1998 Financial Statements, in connection with its Annual Stockholders' Meeting which will be held on November 17, 1999 , at 10:00 a.m., at the PDCP Bank Building 8737 Paseo de Roxas, Makati City. The agenda of the meeting shall be as follows: 1. Approval of the Minutes of the Annual Meeting of Stockholders held on 18 November 1998. 2. Approval of the Annual Report of the President and the Audited Financial Statements as of 31 December 1998. 3. Approval and ratification of all acts of the Board of Directors and Executive Committee. 4. Approval of the Recapitalization Plan and amending for this purpose Article Seventh of the Articles of Incorporation, as follows: a) Reduce the authorized common capital stock from Php2,000,000,000 to Php200,000,000; b) Increase in authorized capital stock from Php1.2 Billion to Php5.0 Billion by: raising the authorized Common Stock from Php200.0 Million to Php3.0 Billion divided into 3.0 billion common shares with par value of Php1.00 per share; and creating a new series of Preferred Stock to be designated as Series "B" amounting to Php1.0 Billion divided into 1.0 billion shares with par value of Php1.00 per share with features identical to the features of the existing Preferred Stock (Series "A") of the Company; c) Set the par value of all shares (both preferred and common) at Php1.00 per share. 5. Removal of the 20 % limit on the amount of new shares which the corporation may issue without going through a pre-emptive rights offering, and amending for this purpose, Article Seventh of the Amended Articles of Incorporation. 6. Election of Directors. 7. Appointment of external auditor. 8. Other matters that may properly come before the meeting. 9. Adjournment. As previously announced, stockholders of record as of September 30, 1999 are entitled to notice of, and to vote at, said meeting. When proxies are properly dated, executed and returned on or before November 5, 1999, the shares they represent will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted FOR the election of the nominees for directorship whose names appear in the proxy form and FOR the approval of all matters, the approval of which is sought in the meeting. A stockholder giving a proxy has the power to revoke it at any time prior to its exercise by voting in person at the Annual Meeting or by giving a later dated proxy provided it is received by the office of the Corporate Secretary not later than November 11, 1999. A copy of PDCP's Definitive Proxy Statement, including its 1998 Financial Statements, is available for reference at the PSE Centre and PSE-Ayala Libraries. For your information. (SGD.) MARIA ISABEL T. GARCIA OIC, Listing and Disclosure Group