Notice of Stockholders' Meeting

March 16, 1998 PSE CIRCULAR FOR BROKERS NO. 377-98 NOTICE OF STOCKHOLDERS' MEETING Dear Stockholder: NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of FAR EAST BANK AND TRUST COMPANY for the year 1998 will be held on Monday, 23 March 1998 at 3 : 00 p . m . at the Ballroom, Mandarin Oriental Manila Hotel, Makati Avenue, Makati City, to consider and approve the matters set forth in the following Agenda: 1. Call to Order 2. Secretary's Proof of Due Notice of Meeting 3. Declaration of Quorum 4. Approval of the Minutes of the Previous Stockholders' Meeting 5. Annual Report 6. Ratification of all acts of the Board of Directors, Executive Committee and Officers during the year 1997 7. Amendment of Article VII of the Articles of Incorporation to delete the provision on the "Non-Voting Common Stock" in the Bank's authorized capital stock as common stock with full voting powers. LLphil 8. Amendment of Sec. 3.02 of the Code of By-Laws to increase the number of days when the Stock and Transfer Books shall be closed before the Annual Stockholders' Meeting from fifteen (15) calendar days to twenty-five (25) business days and from seven (7) calendar days to twenty-five (25) business days for Special Stockholders' Meeting in compliance with the Rules of the Securities and Exchange Commission. 9. Amendment of Sec. 5.02 of the Code of By-Laws to change the date of the annual meeting of the stockholders from the 4th Monday of March to the 4th Monday of April of each year at 3:00 in the afternoon. 10. Amendment of Sec. 5.04 of the Code of By-Laws such that written notice of regular or special meetings of the stockholders shall be mailed to each stockholder not less than fifteen (15) business days prior to the date set for the annual and special meetings in compliance with the Rules of the Securities and Exchange Commission. 11. Amendment of Sec. 5.06 of the Code of By-Laws such that proxies duly given in writing shall be presented to the Secretary for inspection and record at least six (6) calendar days before the meeting, in consideration of Circular No. 5 of the Securities and Exchange Commission which provides that the validation of proxies shall be held no less than five (5) days prior to the annual stockholders' meeting 12. Election of Directors 13. Declaration of Election of Directors 14. Appointment of Auditor for the year 1998 15. Unfinished Business 16. Other Matters 17. Adjournment We are not asking you for a proxy. However, should you be unable to attend this annual meeting in person, we, attach hereto a proxy form you may send. Kindly return the same duly executed to the Office of the Corporate Secretary on 17 March 1998 or preferably at an earlier date. For this purpose, enclosed is a self-addressed stamped envelope. Pursuant to Section 5.06, Article V of the Code of By-Laws, no proxy bearing a signature which is not legally acknowledged shall be recognized at any meeting, unless such signature is known and recognized by the Secretary of the Meeting. Further, revocation of proxies shall be in writing and written notice of such revocation shall be given to the Bank. In the event that you are unable to fill up the attached proxy form, we shall validly assume that authority is thereby given to the Corporate Secretary to consider the latest proxy filed with her office before 31 October 1996 as your proxy and shall be voted by your proxy in all matters contained in the Agenda. The validation of proxies, should you or your counsel wish to attend, will be conducted by a special committee created for the purpose on 18 March 1998 at 2.30 p.m. at the Office of the Corporate Secretary. Very truly yours, (SGD.) ANGELITA L. ORTEGA-CORTEZ Corporate Secretary