PSE Circular for Brokers No. 515-00

March 1, 2000 PSE CIRCULAR FOR BROKERS NO. 515-00 February 29, 2000 Securities & Exchange Commission Attn.: Director Linda A. Daoang Money Market Department S.E.C. Building, EDSA Mandaluyong City Philippine Stock Exchange Attn.: Disclosure Department Listing & Disclosure Group 4/F PSE Center, Exchange Road Ortigas Center, Pasig City Gentlemen : Please be advised that the Board of Directors of Ayala Corporation approved this morning the following: a. The declaration of a 20% stock dividend, the record date of which will be fixed by the Securities & Exchange Commission (SEC) in accordance with Sec. 5(d) of the SEC Amended Rules dated 12 April 1991 and the payment thereof will be effected fifteen (15) working days from receipt of the SEC Order fixing the said record date. The stock dividend will be issued from the proposed increase in authorized capital stock of the Corporation; b. In order to create additional common shares to cover the 20% stock dividend and new preferred shares for funding purposes, to amend the resolution adopted by the stockholders on 23 April 1999 approving the increase of the authorized capital stock of the Corporation from Seventeen Billion Pesos (P17,000,000,000.00) to Twenty Billion Pesos (P20,000,000,000.00), so that as amended, the increase in the authorized capital stock of the Corporation shall be from Seventeen Billion Pesos (P17,000,000,000.00) to Twenty Six Billion Pesos (P26,000,000,000.00). As amended, the increase will then consist of (i) Three Billion (3,000,000,000) additional Common Shares with the par value of One Peso (P1.00) or Three Billion Pesos (P3,000,000,000.00); (ii) Three Billion (3,000,000,000) new Preferred Shares with the par value of One Peso (P1.00) per share or Three Billion Pesos (P3,000,000,000.00), and (iii) the Three Hundred Million (300,000,000) Common X Shares with the par value of Ten Pesos (P10.00) per share or Three Billion Pesos (P3,000,000,000.00) which is in addition to the One Hundred Million (100,000,000) new Common X Shares that will be generated from the conversion of the existing and unissued One Billion (1,000,000,000) Preferred "C" shares, both of which have already been approved by stockholders last year. c. Amendment of Article Seventh of the Amended Articles of Incorporation to reflect the changes in the capital stock, and d. Registration and licensing of the amended increase in the authorized capital stock under the Revised Securities Act and the application for listing with the Philippine Stock Exchange of the 20% stock dividend representing the subscription and paid-up to the aforesaid increase in authorized capital stock. LexLib The above-mentioned proposals will be submitted for the ratification of the stockholders in the Corporation's annual stockholders' meeting on 28 April 2000. Stockholders of record as of 15 March 2000 shall be entitled to notice of and to vote at said meeting and the Stock and Transfer books of the Corporation will be closed from 07 April to 28 April 2000. The above information is being submitted in compliance with the rules of the SEC and the PSE. Very truly yours, (SGD.)RENATO O. MARZAN Managing Director & Assistant Corporate Secretary