PSE Circular for Brokers No. 3146-99

December 9, 1999 PSE CIRCULAR FOR BROKERS NO. 3146-99 The PNB Board of Directors in its meeting today received confirmation that certain private shareholders led by Mr. Lucio Tan have acquired either directly or by proxy approximately 35% of the total outstanding capital stock of PNB. LexLib In view hereof, six PNB directors voluntarily tendered their resignations in sequence to enable the new owners to elect their nominees to the Board. The six directors who opted to resign are the following: Mr. Santiago S. Cua, Jr., Mr. Valentin S. Daez, Mr. Edward M. Matti, Atty. Alfonso R Reyno, Jr., Atty. Domingo A. Santiago Jr., all representing the private government sector and Atty. Miguel L. Romero, representing the private sector shareholders. The majority of the Board then unanimously elected in sequence in place of the resigned directors the following stockholders: representing the Tan group are Mr. Lucio Tan himself, Mr. Macario Te, Mr. Feliciano Miranda, and Mr. Eric Filamor. The new government representative is former DOLE Secretary, Atty. Nieves Confesor, and representing the private sector is Mr. Washington Sycip. llcd Mr. Santiago Cua remains as the Senior Executive Vice-President and concurrently Chief Operating Officer/Chief Lending Officer of the Bank. LibLex Finally, upon the request of the newly elected Directors led by Mr. Lucio Tan, with the concurrence of the Philippine Government, and so as to provide continuity in direction and policies of PNB, the Board unanimously approved the appointments as Special Advisers to the Board the following: Santiago S. Cua, Jr., Valentin S. Daez, Edward M. Matti, Alfonso R. Reyno Jr., Miguel L. Romero, and Domingo A. Santiago. prcd