PSE Circular for Brokers No. 439-00

February 22, 2000 PSE CIRCULAR FOR BROKERS NO. 439-00 February 22, 2000 Philippine Stock Exchange PSE Center, Exchange Road Ortigas Center Pasig City, Metro Manila Attention : Ms . Grace De Guia Listing and Disclosure Gentlemen : At the special meeting of the stockholders of the Philippine Banking Corporation ("Philbank") at 9:00 a.m. today, 22 February 2000, at which a quorum was present and acting throughout, with at least two-thirds (2/3) of the stockholders present or represented, the following matters were approved and adopted: 1. Appointment of Sycip Gorres Velayo and Co. as external auditors for the ensuing year. 2. Approval of the amendment of the First, Second, Fourth and Seventh Articles of the Articles of Incorporation of Philbank. 3. Approval of the amendments to Articles I, II, III (Sections 1, 2 and 6), IV (Sections 1, 3 and 5), V (Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11), and VIII (Sections 2, 3 and 4) of the By-laws of Philbank. Moreover, the Board approved the inclusion of Article VII on indemnification of directors and officers in the By-laws. 4. Approval of the increase in authorized capital stock from P3.5 Billion to P10 Billion and the amendment of Article Seventh of the Articles of Incorporation of this purpose. 5. Approval of the Plan of Merger between Philbank and Global Business Bank, as amended to reflect the advance audit report of Sycip Gorres Velayo and Co. ("SGV") on Philbank as of 31 December 1999. We are making this disclosure in compliance with the Continuing Listing Requirements of the Philippine Stock Exchange. prcd Very truly yours, The Philippine Banking Corporation By: (SGD.) RENATO J. FERNANDEZ Corporate Information Officer