PSE Circular for Brokers No. 446-00

February 23, 2000 PSE CIRCULAR FOR BROKERS NO. 446-00 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b)(3) THEREUNDER 1. February 16, 2000 Date of Report (Date of earliest event reported) 2. SEC Identification Number PW-2 3. BIR Tax Identification No. 419-000-193-216 4. A. SORIANO CORPORATION Exact name of registrant as specified in its charter 5. Makati City 6. (SEC Use Only) Province, country or other jurisdiction of Industry Classification Code: incorporation 7. 7th Floor, Pacific Star Building Makati Avenue, Makati City Address of principal office Postal Code 8. 819-0251 Registrant's telephone number, including area code 9. N.A. Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common 3,035,689,042 11. Indicate the item numbers reported herein: Item Other Events Item 9. Other Events The Board of Directors, in its meeting held on February 15, 2000, approved the following amendments to the Articles of Incorporation and By-Laws of the Registrant: ARTICLES OF INCORPORATION 1. Article VII The number of directors is reduced from eleven (11) to nine (9) 2. Article IX A second paragraph was added to read as follows: "Stockholders shall have no preemptive rights in shares of stock which are issued by the corporation: a) to satisfy the conversion rights of convertible promissory notes, bonds, or other securities which may be issued by the corporation with express right of conversion into shares of stock, or (b) to raise funds to redeem or pay such convertible promissry notes, bonds or other securities of the corporation." BY LAWS 1. Section 3, Article III, re Notice of Share-holders Meetings The notice requirement was changed to fifteen (15) business days prior to the date of any shareholders meeting, annual or special. The previous provision was 2 weeks prior to an ordinary stockholders meeting and at least five (5) days prior to a special stockholders meeting. 2. Section 9, Article III, re Directors Section 1, Article IV, re Directors The number of directors is reduced from eleven (11) to nine (9). 3. Section 4, Article III, re Quorum If there is no quorum, the meeting will be adjourned (instead of a new meeting being called) until the requisite number of shareholders shall be present. Notices will not be needed for the adjourned meeting. 4. Section 6, Article III re Special Committee of Inspectors Section 8, Article VI, re the Corporate Secretary Deleted the provision "a special committee of inspectors shall be appointed which shall have the power to pass on the validity of proxies" in the second sentence of the second paragraph of Section 6, Article III. The validation of proxies was added to the duties of the Corporation Secretary in Section 8, Article VI. 5. Section 1, Article VI, re Officers Section 3, Article VI, re Vice Chairman Section 6, Article VI, re Senior Vice Presidents Simplified Section 1, Article VI by providing for only one Vice-Chairman, one Executive Vice President and by simply referring to one or more Vice Presidents. Under Section 3, there will be only one (1) Vice Chairman; in Section 6, reference to Senior Vice Presidents was deleted. 6. Section 2, Article VI, re Chief Executive Officer Expanded Section 2(e) to provide that the Chairman shall attend and/or vote (in person or by proxy) at any meeting of shareholders of corporations in which A. Soriano Corporation may hold shares. 7. Article V, Executive Committee, Reduced the number of members of the Executive Committee from six (6) to five (5); specified that the appointed members may be officers or directors and not officers alone; the Secretary was given greater flexibility in the preparation and distribution of the minutes of meeting of the Committee by deleting the provision re providing directors copies of the minutes within five (5) days. 8. Article VIII, re Audit of Books A new section (section 5) was added to provide that "the fiscal year of the Corporation shall begin on the first day of January and shall end on the last day of December of each year." Section 3 was amended to read as follows: "A copy of the audited financial statements of the Corporation shall be deposited in the offices of the Corporation at least fifteen (15) business days prior to the date of the annual meeting of stockholders and shall be at the disposal of the shareholders for approval." SIGNATURES Pursuant to the requirements of the Revised Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. cdlex (SGD.) A. SORIANO CORPORATION Registrant (SGD.) REGINALDO L. HERNANDEZ Vice President and Assistant Corporate Secretary