Notice of Regular Annual Stockholders' Meeting

March 15, 1999 PSE CIRCULAR FOR BROKERS NO. 475-99 NOTICE OF REGULAR ANNUAL STOCKHOLDERS' MEETING NOTICE IS HEREBY GIVEN that the regular annual stockholders' meeting of CEBU HOLDINGS, INC . will be held at the Grand Ballroom, Cebu City Marriott Hotel, Cebu City, on FRIDAY, 30 APRIL 1999 at 9 : 00 a . m . with the following: AGENDA 1. Determination of Quorum 2. Approval of Minutes of Previous Meeting 3. Annual Report 4. New Business Ratification of all acts and resolutions Ratification of the Board of Directors, Executive Committee and Management for the period covering 1 January 1998 through 31 December 1998. 5. Election of Directors 6. Election of Auditors and fixing their remuneration 7. Consideration of such other business as may properly come before the meeting. 8. Adjournment Stockholders of record as of 15 March 1999 shall be the Stockholders entitled to vote at this meeting. For this purpose, the Stock and Transfer Books of the Corporation will be closed from 25 March to 30 April 1999 , inclusive. cdt If you would be unable to attend the meeting but would like to be represented thereat, you may accomplish the proxy form provided for the purpose and submit the same to the Office of the Corporate Secretary on or before 16 April 1999 at 3 : 00 P . M . You may use the enclosed reply envelope for this purpose. Validation of proxies shall be held on 23 April 1999 at 4 : 00 P . M . at the Office of the Corporate Secretary, 7F Cebu Holdings Center, Cebu Business Park, Cebu City. Makati City, 4 March 1999. FOR THE BOARD OF DIRECTORS (SGD.) RENATO O. MARZAN Corporate Secretary PROXY I/WE hereby name and appoint ________________, or in his/her absence, the Chairman of the Meeting, as my/our proxy at the annual stockholders' meeting of CEBU HOLDINGS, INC. to be held at the Grand Ballroom, Cebu City Marriott Hotel, Cebu City, on FRIDAY, 30 APRIL 1999 at 9:00 a.m. and at any postponement or adjournment thereof. ________________ ________________ Place Date WITNESSES _______________________ (Printed Name & Signature) ____________________ ____________________ No. of Shares Held: _______