PSE Circular for Brokers No. 2943-99

November 18, 1999 PSE CIRCULAR FOR BROKERS NO. 2943-99 17 November 1999 PHILIPPINE STOCK EXCHANGE PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Ma . Maria Isabel T . Garcia Head Listings Group Compliance Monitoring Sir/Ma'am: Please be informed that at the Annual Meeting of the stockholders of the Bank held today, the stockholders approved the Resolutions contained in Annex "A" hereof, as well as the following: cdll a. Election of the following Directors for the ensuing year: 1. Ricardo S. Pascua 2. Vicente C. Tinsay, III llcd 3. Michael P. Goco 4. Napoleon L. Nazareno 5. Albert F. Del Rosario 6. Ian C. Wilson 7. Carlos C. Torres prcd 8. Nora O. Vinluan 9. Astrid Melody C. Lim cdlex 10. Carol N. Co 11. Kennedy B. Sarmiento b. Re-appointment of SGV & Company as external auditor for the ensuing year. Very truly yours, (SGD.) ELMER D. NITURA First Vice President & Corporate Information Officer STOCKHOLDERS' RESOLUTIONS TO IMPLEMENT THE RECAPITALIZATION PLAN OF PDCP BANK I. DECREASE OF AUTHORIZED CAPITAL STOCK "RESOLVED, That the authorized capital stock of the Corporation be, as it is hereby decreased; From : P3.0 Billion comprised of: (i) P2.0 Billion Common Stock divided into 200 million shares with par value of Ten Pesos (P10.00) per share, and (ii) P1.0 Billion Preferred Stock divided into 100 million shares with par value of P10.00 per share. To: P1.2 Billion comprised of: (i) P200 Million Common Stock divided into 200 million shares with par value of One Peso (P1.00) per share, and (ii) P1.0 Billion Preferred Stock divided into 100 million shares with par value of P10.00 per share." LibLex "RESOLVED FURTHER, That the Seventh Article of the Amended Articles of Incorporation of the Corporation be amended to reflect said decrease thru the reduction in par value of the shares comprising the Common Stock of the Corporation" cdll "RESOLVED, FINELY, That the paid-in surplus resulting from said reduction of the authorized capital stock be applied to wipe out the deficit of the Corporation in the manner provided in the recapitalization or quasi-reorganization plan that will be presented to the Bangko Sentral Ng Pilipinas and the Securities and Exchange Commission for their favorable endorsement and approval." prcd II. STOCK SPLIT OF THE PREFERRED SHARES FROM ONE TO TEN "RESOLVED, That the existing Preferred Stock of the Corporation divided into 100 Million shares with aggregate par value of P1.0 Billion at P10.00 per share be split into 1.0 Billion shares with par value of P1.00 per share without changing any of the other terms and features of the same preferred stock." LexLib III. INCREASE OF AUTHORIZED CAPITAL STOCK "RESOLVED, That the authorized capital stock of the Corporation be, as it is hereby increased: prcd From: P1.2 Billion comprised of: cdll (i) P200 Million Common Stock divided into 200 million common shares with par value of P1.00 per share; and LibLex (ii) P1.0 Billion Preferred Stock divided into 1.0 Billion shares with par value of P1.00 per share; To: P5.0 Billion comprised of: llcd (i) P3.0 Billion Common Stock divided into 3.0 Billion shares with par value of P1.00 per share; and (ii) P2.0 Billion Preferred Stock consisting of two series, namely: (a) Series "A" comprising the existing P1.0 Billion Preferred Stock divided into 1.0 Billion shares with par value of P1.00 per share, and; (b) Series "B" comprised of 1.0 Billion Preferred Shares with par value of P1.00 per share and with substantially the same terms and features as the Series "A" Preferred Shares except for the necessary differentiation arising from variance in the issue dates of the two series, as the Board of Directors shall determine; RESOLVED FURTHER, That the Board of Directors be, as it is hereby authorized to fix in accordance with the foregoing guidelines the features of the Preferred Shares to be embodied in resolution which shall be filed with and recorded in the Securities and Exchange Commission and the resolution so adopted shall thereupon be deemed an amendment and part of this Amended Articles of Incorporation." LibLex IV. SUBSCRIPTION OF MPC TO CAPITAL INCREASE "RESOLVED to ratify, as the stockholders of the Corporation hereby ratify Board Resolution No. 3987 99 approving the subscription of Metro Pacific Corporation to the P1.0 Billion Series "B" Preferred Stock Issue of the Corporation to enable the Corporation to meet the capital infusion requirement of Bangko Sentral Ng Pilipinas; "RESOLVED FURTHER to approve the re offering of said subscribed shares to all the stockholders as of the record date to be fixed by the Board of Directors of the Corporation, in proportion to their respective shareholdings in the Corporation. V. ISSUANCE OF SHARES TO NEW INVESTORS "RESOLVED, That the Board of Directors of the Corporation be, as it is hereby given full authority to approve the issuance or re-issuance of new shares of stock or treasury shares of the Corporation to any existing shareholder or outside investor willing to put in additional capital into the Corporation without going thru the pre-emptive rights offering process, provided, however, that the issuance or re-issuance of shares shall be subject to such terms and conditions as may be fixed by the Board of Directors of the Corporation;" cdlex "RESOLVED FURTHER, That for this purpose, Article Seventh of the Amended Articles of Incorporation be amended by removing the entire clause setting a twenty percent (20%) limit on the number of shares that the Board of Directors may approve for issuance or reissuance without going thru the pre-emptive rights offering process." prcd