PSE Circular for Brokers No. 2779-99

October 28, 1999 PSE CIRCULAR FOR BROKERS NO. 2779-99 October 28, 1999 PHILIPPINE STOCK EXCHANGE, INC . Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City, Metro Manila Attention: Ms . Grace de Guia Listing and Disclosure Gentlemen: We disclose that at the annual meeting of stockholders of Negros Navigation Co., Inc. ( the "Corporation") at 9:00 am. on 28 October 1999, at which stockholders holding at least 2/3 of the outstanding capital stock of the Corporation were present and acting throughout, the following matters were unanimously approved and adopted: 1. The creation of Two Billion (P2,000,000,000) preferred shares with a par value of One Peso (P1) per share through the conversion of Two Billion (2,000,000,000) existing unissued common shares in the authorized capital stock of the Corporation and the amendment of Article Seventh of the Articles of Incorporation. 2. The authorized capital stock of the Corporation shall be increased from Four Billion Pesos (P4,000,000,000) to Six Billion Pesos (P6,000,000,000) divided into Four Billion (4,000,000,000) common shares and Two Billion (2,000,000,000) preferred shares and the amendment of Article Seventh of the Articles of Incorporation. 3. The following articles of the amended Articles of Incorporation of the Corporation shall be amended as follows: a. Article Third the principal place of business shall be in Metro Manila; and b. Article Seventh to increase the authorized capital stock and to create preferred shares. 4. The following sections of the By-Laws of the Corporation shall be amended: a. Article I, Sections 1, 2, and 6 - on stockholding; b. Article II, Sections 1, 2, 3, 4, 6, 9, and 10 - on stockholding; c. Article III, Sections 1, 2, 4, 5, 7, 8 and 10 - on the board of directors; d. Article IV, Sections 1,2, 3, 4, 5, 7, 8, 9, 10, 11, &12 on the board of directors; e. Article V, Section 3 - on dividends and finance; f. Article VII, Section 1 - on amendments; and g. the inclusion of Article VIII. 5. The election of the following persons as members of the Board of Directors for the ensuing term: a. Robin M. Arrowsmith b. Albert F. del Rosario c. Manuel M. Garcia d. Francis G. Gaston e. Edward S. Go f. Corazon P. Guidote g. Amparo L. Gustilo h. Daniel L. Lacson, Jr. i. Julio A. Ledesma IV j. Eduardo C. Lim k. Napoleon L. Nazareno l. Meliton V. Salazar 6. The appointment of Joaquin Cunanan & Co. as external auditor for fiscal year 1999. We are making this disclosure is compliance with the Continuing Listing Requirements of the Philippine Stock Exchange. Best regards. NEGROS NAVIGATION CO., INC. By: (SGD.) ROBIN M. ARROWSMITH Corporate Information Officer