PSE Circular for Brokers No. 2950-99

November 18, 1999 PSE CIRCULAR FOR BROKERS NO. 2950-99 17 November 1999 Disclosure Department Listings & Disclosure Group 4/F Philippine Stock Exchange, Inc. PSE Center, Exchange Road Ortigas Center, Pasig City, M.M. Attention: Ms . Ma . Isabel T . Garcia Listings and Disclosure Group Gentlemen: This is to advise you that the Board of Directors of the Bank of the Philippine Islands (BPI) at its meeting this afternoon approved the Plan of Merger for (1) the merger of Far East Bank and Trust Company (FEBTC) with and into BPI, with BPI as the surviving entity and (2) the merger of Ayala Insurance Holdings Corporation (AIHC) with and into BPI, with BPI as the surviving entity. LibLex The BPI-FEBTC merger will be implemented through a stock swap whereby BPI shall issue one (1) BPI share of Common Stock from the authorized and unissued capital stock of BPI for every 0.6992 FEBTC share of stock. The BPI-AIHC merger will be implemented through a stock swap whereby BPI shall issue 2.45 BPI shares of Common Stock from the authorized and unissued capital stock of BPI for every one (1) AIHC share of stock. prcd In the same meeting, the BPI Board also approved to give the minority shareholders of the Component Insurance Corporations of AIHC (Ayala Life Assurance, Inc. [ALAI] and FGU Insurance Corporation [FGU]) the option to swap their ALAI/FGU shares at the ratio of one (1) BPI share for every 19.6 ALAI shares and one (1) BPI share for every 2.2 FGU shares. cdll In this connection, a Special Meeting of the Stockholders of BPI will be held at the Grand Ballroom, Hotel Inter Continental, Makati City, Metro Manila on Thursday, 20 January 2000, at 9:00 o'clock in the morning, for the purpose of approving the above-mentioned Mergers between (1) BPI-FEBTC and (2) BPI-AIHC, and the transaction of such business as may properly come before the said meeting; and that pursuant to Article XIII of the Amended By-Laws of BPI, the Stock and Transfer Book will be closed from 21 December 1999 to 20 January 2000. Only stockholders of record as of end of business hours on 20 December 1999 will be entitled to notice and to vote at said meeting. Thank you. Very truly yours, (SGD.) CARLOS B. AQUINO VP & Corporate Secretary