PSE Circular for Brokers No. 490-98

March 26, 1998 PSE CIRCULAR FOR BROKERS NO. 490-98 March 24, 1998 PHILIPPINE STOCK EXCHANGE Exchange Road, Ortigas Pasig City Attention : Ms . Ma Isabel T . Garcia Head, Compliance and Surveillance Dept . Gentlemen : Please be informed that FAR EAST BANK AND TRUST COMPANY (the "Bank"), held its Annual Stockholders' Meeting last March 23, 1998 at 3:00 p.m. at the Mandarin Oriental Manila Hotel in Makati Avenue, Makati City. During the said meeting, the stockholders approved the following amendments in the Articles of Incorporation and Code of By-Laws of the Bank. (1) Amendment of Article VII of the Bank's Articles of Incorporation to delete the provision on the "Non Voting Common Stock" in the Bank's authorized capital stock so that it will now be clear that the Bank's entire authorized capital stock will consist only of voting common stock. At present Article VII provides for 2 classes of common shares, i.e, 835,600,000 Voting Common Stock and 12,900,000 Non Voting Common Stock. The amendment will make Article VII consistent with the provision of Section 6 of the Corporation Code and the opinion of the Securities and Exchange Commission dated April 17, 1996 that only preferred or redeemable shares, not common shares, can be deprived of voting rights and that holders of common shares shall enjoy equal rights and voting power. (2) Amendment of Sec . 5 . 02 of the Bank's Code of By-Laws regarding the date of the annual stockholders' meeting from the 4th Monday of March of each year to the 4th Monday of April of each year to be held in Metro Manila. The amendment will give Management sufficient time to prepare and finalize the Annual Report which, under the SEC Disclosure Rules, shall be sent to SEC and the stockholders at least 15 business days prior to the meeting date. Considering that such Annual Report includes not only the Bank's Financial Statement but other Operational and Financial Information, such as Management's Discussion and Analysis or Plan of Operation for the incoming year, more time is required not only by the Bank's Management but by the External Auditor as well to gather and analyze the information necessary to make an accurate and complete presentation. The preparation, lay-outing and printing of the Annual Report likewise require considerable time. LLjur (3) Amendment of Sec . 3 . 02 of the Bank's Code of By-Laws to increase the number of days when the Bank's Stock and Transfer Books shall be closed (i.e, to fix record date) from fifteen (15) and seven (7) calendar days before the annual and special stockholders' meeting, respectively, to twenty-five (25) business days before the meeting. The amendment is intended to enable the Bank to comply with the requirement that the SEC-prescribed documents be sent to the stockholders at least 15 business days prior to the date of the meeting. The amendment should give the Bank's Stock Transfer Agent ample time to determine the stockholders entitled to the required documents. Under the procedures for processing corporate actions set by the Philippine Central Depository Inc., the list of ultimate beneficial owners and their addresses will be received by the Stock Transfer Agent within seven (7) business days from record date. (4) Amendment of Sec . 5 . 04 of the Bank's Code of By-Laws so that written notices of regular or special stockholders' meetings shall be mailed to each stockholder not less than fifteen (15) business days prior to the date of the meeting instead of twelve (12) calendar days. This is to make our By-Laws consistent with the 15-business day prior notice requirement of the Disclosure Rules of SEC. (5) Amendment of Sec . 5 . 06 of the Bank's Code of By-Laws so that proxies will be submitted to the Bank's Corporate Secretary at least six (6) calendar days before the stockholders' meeting instead of five (5) calendar days. This should allow stockholders to present their proxies and the Office of the Corporate Secretary to receive such proxies before the date set for validation of proxies which, under Circular No. 5 of the SEC, shall be scheduled no less than five (5) days prior to the annual stockholders' meeting. May we also advise you that the Bank's Senior Executive Vice President and Chief Operating Officer, Mr. Mariano M. Cacho, Jr. will be retiring from the Bank effective March 31, 1998, and effective April 1, 1998, Mr. Vicente L. Panlilio, as Senior Executive Vice President will assume the position of Chief Operating Officer. dctai We trust that you find the foregoing in order. Very truly yours,