Metro Alliance Holdings and Equities Corporation Procedure for Replacement of Old Stock Certificates

December 28, 1999 PSE CIRCULAR FOR BROKERS NO. 3305-99 SUBJECT : Metro Alliance Holdings and Equities Corporation Procedure For Replacement of Old Stock Certificates Further to Circular No. 3270-99, dated December 22, 1999, in connection with the reduction in the number of listed shares of METRO ALLIANCE HOLDINGS AND EQUITIES CORPORATION , attached is the procedure for replacement of old stock certificates to new stock certificates. For your information and guidance. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings and Disclosure Group NOTICE TO THE STOCKHOLDERS OF METRO ALLIANCE HOLDINGS & EQUITIES CORPORATION This notice relates to the fifty percent (50%) reverse stock split (the "Reverse Stock Split") which forms part of the re-organization plan approved by the shareholders of Metro Alliance Holdings & Equities Corporation ("Metro Alliance") at the Annual Stockholders Meeting held on 6 April 1999. LexLib In connection therewith, please be notified that the Securities and Exchange Commission on 11 October 1999 approved the application of Metro Alliance for a fifty percent (50%) reduction of its paid-in capital by way of the Reverse Stock Split. On 8 December 1999, the Board of Governors of the Philippine Stock Exchange likewise approved the application of Metro Alliance for a fifty percent (50%) reduction of the number of its shares listed with the Exchange. At a special meeting held on 17 December 1999, the Board of Directors of Metro Alliance set the effective date of the Reverse Stock Split on 3 January 2000. At the same special meeting, the Board of Directors also approved, for a limited period of time, the continued trading of the Metro Alliance shares using the old share certificates but counted on the basis of the reduced number of shares. Accordingly, the shareholders of Metro Alliance are hereby notified that: 1. Until 17 February 2000, the shareholders may continue to trade the shares of Metro Alliance using the old share certificates. However, the number of shares traded shall be computed on the basis of the reduced number of shares, following the Reverse Stock Split. The shares reduced following the Reverse Stock Split shall include shares traded on the Philippine Stock Exchange beginning 24 December 1999 which are required to be settled on 3 January 2000 onwards. cdll 2. While the old share certificates will continue to be honored until 17 February 2000, the shareholders are requested to proceed to the Stock Transfer Agent of Metro Alliance, Far East Bank & Trust Company Trust Banking Group 9/F Far East Bank Center Sen. Gil Puyat Avenue, Makati City Telephone No. 891-4752 to surrender their old share certificates for cancellation and for the issuance of the new share certificates that will indicate the reduced number of shares following the Reverse Stock Split. New share certificates are expected to be ready for distribution by the end of January 2000. LexLib 3. On 18 February 2000, the old share certificates of Metro Alliance shall no longer be honored for trading purposes and all trades shall use the new share certificates. The Stock Transfer Agent has been instructed to consider all old share certificates as automatically cancelled as of 18 February 2000, whether or not the shareholder concerned has surrendered the same. Nevertheless, shareholders may still proceed to the Stock Transfer Agent on or after 18 February 2000 to surrender the cancelled certificates and to claim the replacements thereof. For this purpose, the Stock Transfer Agent has been authorized to continue to accept the cancelled certificates, to issue the replacement thereof to the relevant shareholders upon surrender of the cancelled certificates, and to safekeep all unclaimed new certificates until further instructions from the Board of Directors. LexLib For your information. cdll (SGD.) AVELINO M. SEBASTIAN, JR. Corporate Secretary