PSE Circular for Brokers No. 2821-99

November 5, 1999 PSE CIRCULAR FOR BROKERS NO. 2821-99 November 3, 1999 Philippine Stock Exchange, Inc . 4th Floor PSE Center Exchange Road, Ortigas Center Pasig City ATTENTION: Ms . Grace de Guia Asst . Manager Disclosure Department Gentlemen: In the regular Board of Directors meeting held on 03 November 1999, the following resolutions were approved and adopted, upon motion duly made and seconded: 1. Readoption of the reduction in authorized capital stock of Petrofields Corporation "RESOLVED, as it is hereby, that the members of Board of Directors, subject to the stockholders' readoption, hereby readopt / reconfirm the reduction in authorized capital of Petrofields Corporation from P800 million to P100 million RESOLVED, FURTHER, that the P800 million classified into One Hundred Million Pesos (P100,000,000.00) worth of Common stock, divided into Sixty Million (60,000,000) common "A" shares and Forty Million (40,000,000) common "B" shares, and Seven Hundred Million Pesos (P700,000,000.00) worth of preferred shares consisting of Seven Hundred Million (700,000,000) redeemable preferred shares, both with par value of One Peso (P1.00) per share be reduced to One Hundred Million Pesos (P100,000,000.00) classified into Sixty Million Pesos (P60,000,000.00) worth of Class "A" common stock divided into Sixty Million (60,000,000) shares with par value of One Peso (P1.00) per share and Forty Million Pesos (P40,000,000.00) worth of class "B" common stock divided into Forty Million (40,000,000) shares with par value of One Peso (P1.00) per share; RESOLVED, that the reconfirmation of the reduction in authorized capital stock is in accordance with the undertaking submitted to the Securities and Exchange Commission; RESOLVED, FINALLY, that Management be authorized to initiate and implement such measures and procedures as may be necessary to give effect to the foregoing resolutions." 2. Increase in Authorized Capital Stock "RESOLVED, that the authorized capital stock of the Corporation be, as it is hereby, increased from One Hundred Million Pesos (P100,000,000.00) to Two Billion Pesos (P2,000,000,000.00) divided into Two Billion (2,000,000,000) shares with a par value of One Peso (P1.00) per share, classified into One Billion Two Hundred Million Pesos (P1,200,000,000.00) worth of Class "A" Common stock divided into One Billion Two Hundred Million (1,200,000,000) shares with par value of One Peso (P1.00) per share, and Eight Hundred Million Pesos (P800,000,000.00) worth of Class "B" Common stock divided into Eight Hundred Million (800,000,000) shares with par value of One Peso (P1.00) per share: RESOLVED, that the deposit for future subscription in the amount of Five Hundred Million Pesos (P500,000,000.00) be utilized to subscribe to and fully pay for at least twenty five percent (25%) of the total increase of One Billion Nine Hundred Million Pesos (P1,900,000,000.00) in accordance with the provisions of the Corporation Code and existing rules and regulations of the Securities and Exchange Commission; RESOLVED, FURTHER, that the increase in capital is subject to the approvals of both the Corporation's stockholders and the Securities and Exchange Commission; RESOLVED, FINALLY, that Management be, as it is hereby, authorized to initiate and implement such measures and procedures as may be necessary to give effect to the foregoing resolutions." 3. Change of-name of Petrofields Corporation "RESOLVED, as it is hereby, that Petrofields Corporation ("Corporation") hereby change its name to reflect its new business undertaking as provided for in its Amended Articles of Incorporation; RESOLVED, that the change of name is subject to the approvals of both the Corporation's stockholders and the Securities and Exchange Commission; RESOLVED, FINALLY, that Management is authorized to sign and deliver any and all documents to give effect to the foregoing resolutions." LexLib 4. Special Stockholders' Meeting "RESOLVED, that a Special Stockholders' Meeting be convened on 14 December 1999 at Fairways Dining Room, Manila Golf Club, to discuss and approve various matters approved by the Board of Directors in a meeting held on 03 November 1999; RESOLVED, that stockholders of record as of 17 November 1999 be entitled to receive notice and to vote during the Special Stockholders' Meeting; RESOLVED, FINALLY authorized to initiate procedures as may be resolutions that Management be as it is hereby, and implement such measures and necessary to give effect to the foregoing We hope that the above disclosures meet the requirement of your respective office. Thank you. Very truly yours, (SGD.) MILAGROS V. REYES President