Bank of the Philippine Islands

March 31, 1998 PSE CIRCULAR FOR BROKERS NO. 538-98 SUBJECT : Bank of the Philippine Islands Further to Circular No. 333-98 dated March 10, 1998, Bank of the Philippine Islands ("BPI") furnished the Exchange on March 27, 1998 a copy of SEC Form 34-C (Definitive Information Statement) in connection with its Annual Stockholders' Meeting which will be held at the 20th Floor, BPI Building, Ayala Avenue corner Paseo de Roxas, Makati City, on Tuesday, April 14, 1998 , at 4:00 p.m. for the transaction of the following business: LLjur 1. Calling of Meeting to order. 2. Certification of Notice. 3. Roll call of Stockholders. 4. Determination and declaration of quorum. 5. Reading and approval of the minutes of the Annual Meeting of Stockholders on 11 March 1997. 6. Reading of Annual Report and approval of the Bank's Statement of Condition as of 31 December 1997 incorporated in the Annual Report. 7. Approval and confirmation of all acts during the past year of the Board of Directors, Executive Committee, Audit Committee, Trust Committee, Pension Committee, all other Board and Management Committees, and Officers of BPI. LLpr 8. Election of 15 Members of the Board of Directors. 9. Election of External Auditors and fixing their remuneration. 10. Directors' Bonus. 11. Declaration of Stock Dividend. 12. Amendment of the Article Seventh of the Amended Articles of Incorporation to retire/delete Preferred "B" shares (former AIDC shares which are no longer outstanding). 13. Other matters. 14. Adjournment. A copy of BPI's SEC Form 34-C is available for reference at the PSE Library and PSE-Plaza Administration Office. LexLib For your information. (SGD.) MA. ISABEL T. GARCIA Head, Listing and Disclosures Group