Guoco Holdings (Phils.) Inc.

February 15, 2000 PSE CIRCULAR FOR BROKERS NO. 364-00 SUBJECT : Guoco Holdings (Phils . ) Inc . Further to Circular No. 104-2000 dated January 18, 2000, Guoco Holdings (Phils.), Inc. ("GUO") furnished the Exchange a copy of its SEC Form 34-A (Definitive Proxy Statement) in connection with its Annual Stockholders' Meeting which will be held on March 3, 2000 , at 2:00 p.m., at the Penthouse, 21/F BA-Lepanto Building, 8747 Paseo de Roxas, Makati City. The agenda for the meeting will be as follows: 1. Call to Order 2. Proof of Due Notice of the Meeting and Determination of Quorum LibLex 3. Approval of Previous Minutes Special Stockholders' Meeting of 28 May 1999 4. Chairman's Report for Fiscal Year 1998-1999 5. Ratification of all Acts, Decisions and Proceedings of the Board of Directors and Management since the last Annual Meeting 6. Election of Directors 7. Consideration/Approval of Increase in the Corporation's Authorized Capital Stock from P2.4 Billion Common Shares to up to P7.5 Billion Common Shares and/or Preferred Shares, and Grant of Authority to the Board of Directors to Implement the Said Increase in Capital Stock 8. Consideration/Approval of Issuance of Warrants and Grant of Authority to the Board of Directors to Determine the Terms and Conditions of the Warrants LexLib 9. Other Matters 10. Adjournment As previously announced, stockholders of record as of January 31, 2000 are entitled to notice of, and to vote at, said meeting. Stockholders who cannot attend the meeting may submit a Proxy Instrument to the Office of the Corporate Secretary not later than February 24, 2000. A copy of GUO's Definitive Proxy Statement is available for reference at the PSE Centre and PSE-Plaza Libraries. For your information. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings and Disclosure Group