PSE Circular for Brokers No. 534-98

March 30, 1998 PSE CIRCULAR FOR BROKERS NO. 534-98 SECURITIES AND EXCHANGE COMMISSION SEC FORM 34 C Information Statement Pursuant to Section 34 (c) of the Revised Securities Act 1. Type of Statement Information Statement 2. Name of Registrant as Philippine Savings Bank specified in its charter 3. Province, country or other Manila, Philippines jurisdiction or incorporation or organization 4. SEC Identification No. 15552 5. BIR Tax Identification No. 049-663-983 6. Address of principal office & PSBank Tower, Sen. Gil Puyat Postal Code Avenue cor. Tindalo St., Makati City 1200 7. Registrant's Telephone No. 843-20-38 including area code 8. Date, time, and place of April 21, 1998, 4:00PM, PSBank meeting of security holders Tower, Sen. Gil Puyat Avenue cor. Tindalo Street, Makati City 9. Approximate date on which the March 27, 1998 Information Statement is first to be sent or given to security holders 10. Securities registered pursuant Common Shares to Section 4 and 8 of RSA 163,183,200 outstanding (information on number of shares and amount is applicable only to corporate registrant) 11. Are any or all of registrant's Yes securities listed on the Philippine Stock Exchange I. Date, time and place of meeting April 21, 1998, 4:00PM, of security holders Penthouse, PSBank Tower, Sen. Gil Puyat Ave. cor. Tindalo St., Makati City II. Dissenters, Right of Appraisal Not applicable as the matters to be taken up in the annual stockholders meeting are not subject to right of appraisal in case of dissent by the stockholder WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY III. Voting Securities and Principal Holders Thereof: No. of common shares outstanding 163,183,200 and entitled to vote Owner of more than 10% of voting securities as of March 16, 1998 Metropolitan Bank and Trust Company Gil Puyat Ave, near cor. Makati Avenue, Makati City Shares Owned 89,399,186 % to Total Shares 54.785% Security Ownership of Management as of March 16, 1998 Officers and Directors as a group 17,526,770 shares % to total shares 11% Record date to determine stock- March 20, 1998 holders entitled to notice and to vote at the annual meeting IV. Directors and Executive Officers a) Directors Name/Age/Position Term Experience Other Directorship Listed Companies Relatives up to 4th civil degree Soledad L. Dolor/84/ Director/Chairman 1 year Banker None Mother of a Director Antonio S. Abacan/55/ Honorary Chairman 1 year Banker Metrobank Not applicable Jerry C. Angping/43/ Vice-Chairman 1 year Banker None Not applicable Arthur V. Ty/32/ Director 1 year Banker None Not applicable Danilo L. Dolor/59 Director 1 year Banker None Son of the Chairman Antonio T. Ong/52/ Director 1 year Banker None Not applicable Danito Y. Laogan/42 Director 1 year Banker None Not applicable George S. Lee/64 Director 1 year Banker None Not applicable Adelita A. Vergel de Dios/ 51/Director/President 1 year Banker None Not applicable Alfredo A. Barreto/56/ Director/EVP 1 year Banker None Not applicable All the abovementioned directors are all for re-election. b) Executive Officers Name Age Position Relatives up to the 4th civil degree Adelita A. Vergel de Dios 51 President Not applicable Alfredo A. Barretto 57 Executive VP Not applicable Ma. Concepcion Singson 49 Executive VP Not Applicable Ismael A. de Leon 48 Senior VP Not applicable Dionisio C. Hernandez 61 First VP Not applicable c) involvement in certain Legal Proceedings None of the Directors and Executive Officers are involved in legal proceedings specified on Part V, A(4) of RSA Rule 3-3 d) Executive Compensation: Annual Compensation Name and Principal Position Year Salary Other Annual Bonus Compensation Adelita A. Vergel do Dios 1997) Alfredo S. Barretto 1997) Ma. Concepcion Singson 1997) Ismael A. de Leon 1997) P6,610,978 * Dionisio C. Hernandez 1997) * Salaries, bonuses, and other allowances All Officers and Directors 1997) P7,665,096 1996 P5,745,000 P7,743,720 1998 P7,950,000 P9,200,000 V. Independent Public Accountants Sycip, Gorres, Velayo and Co. (SGV) is being recommended to be reappointed as the external auditors of the company for the year 1998. Representatives of SGV are expected to be present at the stockholders meeting and will have the opportunity to make a statement if they desire to do so and will be available to answer appropriate questions. VI. Action with Respect to Reports a. Approval of the Minutes of the Annual Meeting of the Stockholders held on April 14, 1997. b. Approval of the Annual Report and Audited Financial Statements for 1997. VII. Voting Procedures The votes required for approval or election Provided there is present, in person or by proxy, the owners of the majority of the outstanding capital stock, candidates for the positions of directors of the Bank receiving the eleven highest number of votes shall be declared elected. The method by which votes will be counted Each shareholder may vote in person or by proxy the number of shares of stock standing in his name on the books of the Corporation. Each share represents one vote. llcd No directors has informed the Bank of any intention to oppose the matters to be taken up in the annual meeting 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. PHILIPPINE SAVINGS BANK Registrant By: (SGD.) DIANA D. ENRIQUE Corporate Secretary