Notice of Regular Annual Stockholders' Meeting

March 15, 1999 PSE CIRCULAR FOR BROKERS NO. 472-99 NOTICE OF REGULAR ANNUAL STOCKHOLDERS' MEETING NOTICE IS HEREBY GIVEN that the regular annual meeting of stockholders of AYALA CORPORATION will be held on Friday, 23 April 1999 at 9:00-a.m. at the Grand Ballroom, Hotel Intercontinental Manila, Ayala Center, Makati City, with the following AGENDA 1. Determination of Quorum 2. Approval of Minutes of Previous Meeting 3. Annual Report 4. New Business 4.1 Ratification of the Board Resolutions adopted on 03 March 1999 approving the following: 4.1.1 Declaration of a 20% Stock Dividend; 4.1.2 Increase in Authorized Capital Stock from P17 Billion to P20 Billion to create 300 Million new Common X Shares with a par value of P1.00/share; 4.1.3 Reclassification of the existing and unissued 1 Billion Preferred C shares with a par value of P1.00/share into 100 Million Common X shares with a par value of P10.00/share; 4.1.4 Approval of no preemptive rights to the initial offering of Common X shares as well as in the conversion of existing common shares into Common X shares and other issuances pursuant to such conversion; and 4.1.5 Amendments to the Amended Articles of Incorporation to reflect changes in Article Seventh thereof. LLcd 4.2 Ratification of all other acts and resolutions of the Board of Directors and of the Executive Committee adopted during the preceding year. 5. Election of Directors 6. Election of Auditors and fixing of their remuneration 7. Consideration of such other business as may properly come before the meeting. 8. Adjournment Only stockholders of record at the close of business on 10 March are entitled to notice of, and to vote, at this meeting. For this purpose, the Stock and Transfer Books of the Corporation will be closed from 22 March 1999 to 23 April 1999, inclusive. Makati City, Metro Manila, 11 March 1999. FOR THE BOARD OF DIRECTORS (SGD.) MERCEDITA S. NOLLEDO Senior Managing Director & Corporate Secretary