PSE Circular for Brokers No. 450-98

March 24, 1998 PSE CIRCULAR FOR BROKERS NO. 450-98 NOTICE OF SPECIAL MEETING OF THE STOCKHOLDERS We are not asking for a proxy and you are requested not to send us a proxy NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Metro Pacific Corporation (the "Company") will be held at the Company's offices located at 42nd Floor, Rufino Pacific Tower. Ayala Avenue, Makati City on Wednesday, 8 April 1998 at 10:00 a.m. for the following purposes: 1. To consider and act upon the resolutions of the Board of Directors approving the increase in the Company's authorized capital from Pesos 10 billion to Pesos 30 billion, and the corresponding amendment to Article Seventh of the Company's Amended Articles of Incorporation; 2. To transact such other business as may properly come before the meeting and at any adjournment thereof. The Board of Directors has fixed 10 March 1998 as the record date for the determination of stockholders entitled to notice of and to vote at the special meeting. prcd By Order of the Board (SGD.) ANTONIO A. PICAZO Corporate Secretary Form 34-C METRO PACIFIC CORPORATION (Information Statement Pursuant to Section 34 (c) of the Revised Securities Act) 1. Check the appropriate box: ____ Preliminary Information Statement X Definitive Information Statement 2. Name of Registrant : Metro Pacific Corporation 3. Country of Incorporation : Philippines 4. SEC Identification : 135748 5. BIR Tax Identification Number : 470-000-130-700 6. Address of Principal Office : 41-42 Floors, Rufino Pacific Tower Ayala Avenue corner Herrera Street Makati City, Philippines Box 1957 Makati City Postal Code 1226 7. Registrant's Telephone No. including area code : (632)811-0338 8. Approximate date on which the Information Statement is first to be sent or given to security holders : 18 March 1998 9. Securities registered pursuant to Sections 4 and 8 of the RSA Titles of Class Number of Shares/ Amount of Debt Outstanding Common shares 4,555,119,666 *1 Long-term commercial papers P1,000,000,000 *2 Short-term commercial papers P1,365,500,000 *2 *1 Reported by the stock transfer agent as of 31 January 1998 *2 As of 31 January 1998 10. The Registrant's common shares are listed on the Philippine Stock Exchange. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Date, Time, Place and Purpose of Meeting A Special Meeting of the stockholders has been arranged for Wednesday, 8 April 1998 at 10:00 a.m. at the principal office of the Company, situated at the 41/F Rufino Pacific Tower, Ayala Avenue corner Herrera Street, Makati City. The purpose of the meeting is to consider and, if thought fit, pass resolutions approving the increase in the Company's authorized capital from Pesos 10 billion to Pesos 30 billion, and the corresponding amendment to Article Seventh of the Company's Amended Articles of Incorporation. LLpr Dissenter's Appraisal Right The matter to be acted upon is not one of the matters with respect to which a dissenting stockholder may exercise his appraisal right under Section 81 of the Corporation Code. Voting Securities and Principal Holders Thereof Since the matter to be acted upon in the special meeting of stockholders pertains to the increase in the authorized capital stock and corresponding amendment of the Amended Articles of incorporation, all outstanding shares of the Company, both common and preferred, shall be entitled to vote at said meeting, with each share entitled to vote at said meeting, with each share entitled to 1 vote. As of 31 January 1998, the outstanding shares of the Company are as follows: Class Number of Shares Outstanding Common Shares 4,555,119,666 Preferred Shares Series 1 12,500,000 Series 2 2,500,000 Total 4,570,119,666 Record Date Only stockholders of record as of 10 March 1998 shall be entitled to vote at the special meeting of stockholders schedules on 8 April 1998. Security Ownership of Certain Record and Beneficial Owners (as of 31 January 1998) Name and address of owner Amount and nature of ownership Percent of class Metro Pacific Holdings, Inc. 8/F Singapore Airlines Bldg. H. V. dela Costa, Salcedo Village, Makati City 2,276,699,141 (R) (Common Shares) 49.98% PCD Nominees Corporation 6/F Makati Stock Exchange 6767 Ayala Avenue, Makati City 1,105,470,942 (R) (Common Shares) 22.27% Metro Pacific Resources, Inc. 8/F Singapore Airlines Bldg. H. V. dela Costa, Salcedo Village Makati City 469,000,000 (R) (Common Shares) 10.30% 12,500,000 (R) (Preferred Shares- Series 2) 83.33% Urban Bank Trust Department 2,500,000 (R) (Preferred Shares- Series 2) 16.67% Security Ownership of Management (as of 31 January 1998) Name and address of owner Amount and nature of ownership Percent of class Manuel V. Pangilinan 38-B Pacific Plaza, Ayala Avenue, Makati City 14,479,313(R) 0.32% Ricardo S. Pascua 16 Solar Street Bel-Air Village III, Makati City 14,058,724(R) 0.31% Albert F. del Rosario 1873 Sagu Street, Dasmarinas Village, Makati City 13,384,971(R) 0.29% Edward S. Go 21 Lincoln Street Greenhills, San Juan, Metro Manila 532,001(R) 0.01% Enrique P. Esteban Gabriel III Building, San Miguel Avenue, Ortigas Center Pasig City 183,252 (R) * Napoleon L. Nazareno 124 Sampaguita Street Valle Verde II, Pasig City 133,001 (R) * Corazon R. Estrella Lot 11 Blk. 3, Easter Heights Subdivision, Valley Golf Road, Cainta, Rizal 2,789 (R) * Orlando R. Vea 21 Regidor Street Loyola Heights, Quezon City 1 (R) * Bienvenido F. Nebres Ateneo de Manila, Loyola Heights, Quezon City 1 (R) * Meliton V. Salazar 12 Major Dizon Avenue, Industrial Valley, Marikina City 1 (R) * Heinrich J. Merkt 1375 Palm Avenue, Dasmarinas Village, Makati City 1 (R) * Alfred A. Xerez-Burgos, Jr. 221 Mango Street corner Atis Street Ayala Alabang Village, Muntinlupa City 1 (R) * Christopher H. Young 7 Talisay Road, North Forbes Park, Makati City 1 (R) * * Percentage less than 0.0001% Title and Amount of Securities to be Authorized The Company will increase its authorized capital stock by Pesos 20 billion comprised of 20 billion common shares, each with a par value of Peso 1. The common shares to be thus authorized will have full voting rights, shall have no preemption right and shall be equal in all other respects to all other existing common shares of the Company. The issue price of the said common shares shall be fixed by the Board of Directors of the Company. Voting Procedures The vote of two-thirds of the outstanding capital stock of the Company is required for the purpose of approving the increase in authorized capital stock and corresponding amendment to the Amended Articles of incorporation. Unless required by law, or demanded by a stockholder present or represented by proxy at the meeting and entitled to vote thereat, the vote need not be by ballot. LLpr The Corporate Secretary will be responsible for counting votes based on shares owned by the stockholders, and the shares represented by the proxies, attending the meeting.