PSE Circular for Brokers No. 493-98

March 26, 1998 PSE CIRCULAR FOR BROKERS NO. 493-98 SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b) THEREUNDER 1. March 25, 1998 Date of Report (Date of earliest event reported) 2. SEC Identification Number 21134 3. BIR Tax Identification No. 000-234-398 4. VITARICH CORPORATION Exact name of registrant as specified in its charter 5. Bulacan Province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code: 7. Abangan Sur, McArthur Highway, Marilao, Bulacan 3019 Address of principal office Postal Code 8. 843-3033; 843-0237 to 47 Connecting all departments 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 Debt Outstanding Common Stock 409,969,764 including treasury shares of 14,694,100 11. Indicate the item numbers reported herein: ITEM # 9 Item 9. Other Events - Amendments to By-Laws of the Corporation Please be informed that the following resolutions were adopted and approved by the Board of Directors of the Corporation during the regular meeting of the Board of Directors held on 25 March 1998: llcd "RESOLVED, as it is hereby resolved, that Sections 1, 3, 5 and 6 of Article I, and Section 32 of Article VI of the By-Laws of the Corporation be amended, and for this purpose the By-Laws of the Corporation are amended to read as follows: ARTICLE I Meeting of Stockholders SECTION 1. The annual meeting of the stockholders shall be held at the principal office of the Corporation or at such other place in Metro Manila as may be designated by the Board of Directors on the last Friday of June of each year, unless such day shall be a legal holiday, in which event it shall be held on the next regular working day. (As amended on 25 March 1998). SECTION 3. Written notice of time and place of holding any annual meeting, or any special meeting, of the stockholders as well as of the time, date and place of the validation or proxies , shall be given either by posting the same enclosed in a postage pre-paid envelope, addressed to each stockholder of record entitled to vote at the address left by such stockholder with the Secretary of the Corporation, or at his last known post office address, or by delivering the same to him in person, at least fifteen (15) business days before the date set forth for such meeting. Every stockholder shall furnish the Secretary with the address at which notices of meeting and all other corporate notices may be served upon him by mail directed to him at his last known post office address. The notice of every special meeting shall state briefly the objects of the meeting, and no other business shall be transacted at such meeting except by consent of the majority in the interest of the stockholders of the Corporation entitled to vote, present or represented at such meeting. No notice of the meeting need be published in any newspaper. Failure to give or any defect or irregularity in giving the notice of the meeting shall not affect of invalidate the actions or proceeding at such meeting validly convened. The stockholders of the Corporation entitled to vote may, by unanimous consent in writing; waive notice of the time, place and purpose of any meeting of stockholders and any action taken at a meeting held pursuant to such waiver shall be valid and binding. (As amended on 25 March 1998.) LexLib SECTION 5. At every meeting of the stockholders of the Corporation, every stockholder entitled to vote shall be entitled to one vote for such share for stock standing in his name in the books of the Corporation, provided, however, that in the case of the election of directors, every stockbroker entitled to vote shall be entitled to cumulate his votes in accordance with the provisions of law in such case. Every stockholder entitled to vote at any meeting of the stockholder may so vote by proxy provided that the proxy shall have been appointed in writing by the stockholder himself or, by his duly authorized attorney. The instrument authorizing a proxy to act shall be filed with the Secretary of the Corporation not later than ten (10) days, and shall be validated not later than five (5) days, prior to the scheduled stockholders' meeting. Unless otherwise provided by law , at any meeting of stockholders the presence of the holders on record of a majority of the stock of the Corporation then issued and outstanding and entitled to vote, represented in person of by proxy, shall constitute a quorum for the transaction of business, and in the absence of a quorum, the stockholders attending or represented at the time and place at which such meeting shall have been called, or the officer entitled to preside over such meeting may adjourn such meeting. When a meeting of stockholders is adjourned to another time and place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business which might be transacted on the adjourned meeting may be taken up. (As amended on 25 March 1998.) SECTION 6. The Board of Directors may, prior to each annual meeting, appoint three (3) persons (who need not be stockholders) to validate the proxies referred to in the immediately preceding Section, and to act as inspectors of election at the meetings of the stockholders until their successors have properly been appointed and qualified. In the case an inspector shall refuse to serve of neglect to attend any meeting of the stockholders, or his office shall become vacant, the Board of Directors may appoint an inspector in his place. (As amended on 28 June 1995 and on 25 March 1998.) ARTICLE VI Shares and Their Transfer SECTION 32. There shall be kept by the Secretary of the Corporation a "STOCK AND TRANSFER BOOK" containing the name, alphabetically arranged, of the stockholders of the Corporation, showing their places of residence, the number of shares of stock held by them, respectively, and the time when they, respectively, become the owners thereof and the amount paid thereon, as well as all other entries required by law. Transfer of stock shall be made only on the transfer book of the Corporation by the holder in person or by duly authorized attorney on surrender of the certificates representing the stock to be transferred. Every power of attorney or authority to transfer stock shall be in writing duly executed and filed with the Corporation. The Board of Directors may appoint some suitable bank or trust company to facilitate transfers by stockholders and to keep the "Stock and Transfer Book" under such regulations as the Board of Directors may, from time to time, prescribe. The Board of Directors shall fix the amount of transfer fees payable for the transfer of certificates. The "Stock and Transfer Book" shall be kept open from 9:30 a.m. to 12:00 noon of each business day for the inspection of any stockholder of the Corporation. Said book shall be closed at least thirty (30) calendar days prior to and until each meeting of the stockholders, as may be determined by the Board of Directors, and during such period no stock may be transferred. (As amended on 28 June 1995 and on 25 March 1998." RESOLVED, FURTHER, that authority is hereby given to the Corporate Secretary to act on behalf of the Corporation to secure the necessary approval from the Securities and Exchange Commission to effect the above amendments of Sections 1, 3, 5 and 6 of Article I, and Section 32 of Article VI of the By-Laws of the Corporation." 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. VITARICH CORPORATION Registrant (SGD.) TADEO F. HILADO Corporate Secretary