PSE Circular for Brokers No. 519-98

March 27, 1998 PSE CIRCULAR FOR BROKERS NO. 519-98 PACIFICA, INC. 24/F OMM-CITRA Building San Miguel Avenue, Ortigas Center Pasig City, Metro Manila NOTICE OF THE ANNUAL STOCKHOLDERS' MEETING Please be informed that the annual stockholder meeting of Pacifica, Inc. will be held on Wednesday, April 29, 1998 at 10:00 o'clock in the morning at the Boracay II Room, EDSA Plaza Hotel, City of Mandaluyong, Philippines, for the purpose of: (1) electing the members of the Board of Directors; (2) approving the annual report and financial statements of the Company; (3) amending the Articles of Incorporation and By-Laws; and (4) transacting such other business as may properly come up before the meeting. cdlex The stock and transfer book of the Company will be closed at the end of business hours at 5:00 o'clock P.M. on March 20, 1998 and will be reopened after the annual stockholders' meeting. Only stockholders of record in the books of the Corporation as of March 20, 1998 are entitled to notice and to vote at said meeting. Stockholders who cannot attend the meeting in person are requested to sign and deliver/mail the accompanying proxy from on time to reach the office of the Corporate Secretary at the above-indicated address, for inspection, recording and validation not later than 5:00 o'clock PM. on April 14, 1998. (SGD.) VICENTE R. ACSAY Corporate Secretary REGULAR ANNUAL STOCKHOLDERS' MEETING DATE : April 29, 1998 (Wednesday) TIME : 10:00 o'clock A.M. PLACE : Boracay II Room EDSA Plaza Hotel City of Mandaluyong AGENDA 1. Secretary's Proof of Notice of Meeting 2. Quorum 3. Approval of the Minutes of the Regular Annual Stockholders' Meeting held on June 30, 1997 4. Annual Report as at September 30, 1997 a. President's Report b. Financial Statements 5. Approval by the stockholders of the Annual Report and the Financial Statements of the Corporation LibLex 6. Nomination and election of nine (9) directors 7. Proposed amendments to the Articles of Incorporation: (a) Conversion of the primary purpose from a Mining Company to a Holding Corporation (b) Changing the name of the Corporation as approved by the Board of Directors 8. Proposed amendment to the By-Laws of the Corporation by changing the fiscal year to calendar year 9. Other Matters 10. Adjournment PROXY The undersigned, a stockholder of PACIFICA, INC., a duly organized domestic corporation, do hereby nominate, constitute and appoint Mr./Ms. ________________________________ as my proxy for me, and in my name, place and stead, to vote any and all shares of stock standing in my name, or which may hereafter stand in my name in the books of the corporation, at the 1997 general annual meeting or at any meeting (annual, general or special) of the stockholders or at any adjournments thereof, as fully as I would be entitled to vote the same if personally present, upon all matters which may come before any such meeting and specifically to elect directors for the ensuing year; to approve the annual report and financial statement of the Company; and to vote on the other items of the agenda. In the absence of my proxy above-named this authority is hereby conferred upon the Chairman at any such meeting, provided that this proxy shall be suspended in all cases where I may be personally present at any such meeting, but shall be effective and fully in force after the adjournments of said meeting. cdll _________________________________ ___________________________ (Date) (Usual Signature) _________________________________ ___________________________ (Witness) (Print Name Here) (Affix P5.00 Documentary Stamp) _________________________________ (When signing other than as a stockholder, please give your complete title) ( For Individual Stockholder ) PROXY __________________________________________ a stockbroker/dealer, and holder of security of Pacifica, Inc., carried for the account of customers, hereby nominate, constitute and appoint ______________________ as proxy for it and in its name, place and stead, to vote any and all shares of stock standing in its name, or which may hereafter stand in its name in the books of the corporation, at the 1997 general annual meeting of the stockholders or at any meeting thereafter, (annual, general or special) of the stockholders or any adjournment thereof, upon all matters which may come before any such meeting and specifically to elect the directors for the ensuing year; to approve the annual report and financial statements of the Company and to vote on all other items of the agenda of the meeting. In the absence of the proxy above-named, this authority is hereby conferred upon the Chairman at any such meeting. It is hereby certified under oath that before the execution and granting of this proxy in favor of ______________________________________, the written consent of the persons for whose account the shares are held have been obtained. LibLex IN WITNESS WHEREOF, I have hereunto affixed my signature this _________ day of _____________ 1998. ___________________________ Stockbroker/Dealer SUBSCRIBED AND SWORN to before me this ___________ day of ________, 1998; Affiant exhibited to me his/her Community Tax Certificate No. ______________ issued on ___________ at ______________________________. Notary Public Doc. No. ______; Page No. ______; Book No. _____; Series of 1997. ( For Stockbroker/Dealer ) REPUBLIC OF THE PHILIPPINES ) CITY OF MANILA ) S.S. SECRETARY'S CERTIFICATE I, ______________________________, Filipino, of legal age, with business address at ___________________________________________, under oath depose and say that: I am the Corporate Secretary of ___________________________________, (the Corporation) a corporation duly organized and existing under the laws of the Philippines, with principal office and place of business at ________________________, and hereby certifies that: a. The corporation is a stockholder of Pacifica, Inc. b. That by virtue of the board resolution duly approved, the ____________, Mr./Ms. ________________________ is named, constituted and appointed as proxy of said corporation to vote any and all shares of stock standing in the name of the corporation at the 1997 annual meeting of Pacifica, Inc. or any adjournment thereof upon all matters which may come before any such meeting and specifically to elect directors for the ensuing year; to approve the annual report and financial statements of the Company and to vote on the other items of the agenda. IN WITNESS WHEREOF, I have hereunto affixed my signature this ____ day of ___________, 1998. ___________________________ Corporate Secretary SUBSCRIBED AND SWORN to before me this ______ day of _________, 1998; Affiant exhibited to me his/her Community Tax Certificate No. ____________ issued on __________ at _______________________________________. Notary Public Doc. No. ______; Page No. ______; Book No. ______; Series of 1998.