PSE Circular for Brokers No. 303-98

March 6, 1998 PSE CIRCULAR FOR BROKERS NO. 303-98 SECRETARY'S CERTIFICATE The undersigned Elpidio M. Gamboa, Jr., Corporate Secretary of the PNOC Exploration Corporation, a corporation duly organized and existing under the laws of the Philippines, and with business address at Building I, PNPC Complex, Merritt Road, Fort Bonifacio, Taguig, Metro Manila, HEREBY CERTIFIES AND STATES THAT : 1. In a regular meeting held on January 20, 1998, the PNOC-EC Board of Directors passed and approved the following resolution: Resolution No . 4, S'98 RESOLVED, That the Management's action bidding for and acquiring as treasury shares in favor of PNOC-EC, the delinquent Class "B" shares of delinquent stockholders who have not paid the balance on their unpaid subscriptions, accrued interests, costs of advertisement and sale, as of December 19, 1997, in the total number of 24,880,000 Class "B" shares for a total amount of Seven Hundred Thirty Five Thousand Six Hundred Pesos and 25/100 (P735,600.25), pursuant to Section 68 of the Corporation Code, be, as it is hereby is, RATIFIED; RESOLVED FURTHER, That either Mr. Rufino B. Bomasang or Mr. Rafael E. del Pilar, President and Vice-President of PNOC-EC, respectively, be, as they are hereby authorized to take all appropriate steps, execute and sign all proper documents, certificates and papers, and to perform all acts necessary, appropriate and convenient to carry out the contents and purpose of this Resolution. 2. This Secretary's Certificate is hereby issued to attest to the approval and adoption of the foregoing resolution by the PNOC-EC Board of Directors. cdlex Done this 3rd day of March 1998 at Taguig, Metro Manila. (SGD.) ELPIDIO M. GAMBOA, JR. Corporate Secretary SUBSCRIBED AND SWORN To before me this 3rd day of March 1998 at Taguig, Metro Manila. Affiant exhibited to me his Community Tax Certificate No. CC1199707723079 issued at Antipolo, Rizal on February 10, 1998.