PSE Circular for Brokers No. 612-99

March 26, 1999 PSE CIRCULAR FOR BROKERS NO. 612-99 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO ALL COMMON STOCKHOLDERS : Please be informed that the Annual Meeting of Stockholders of METROPOLITAN BANK AND TRUST COMPANY will be held on Wednesday, April 21, 1999 at 4:00 P.M. at the Auditorium, 2nd Floor, Metrobank Plaza, Sen. Gil Puyat Avenue, Makati City. The agenda will include the following: 1. Approval of the Minutes of the Special Meeting of Stockholders held on July 22, 1998; 2. Annual Report to the Stockholders; 3. Ratification of Corporate Acts; 4. Election of Directors; 5. Ratification of 10% stock dividend; 6. Other Matters; and 7. Adjournment. For purposes of the meeting, only stockholders of record as of March 11, 1999 are entitled to vote in the said meeting. prLL Should you be unable to attend the meeting in person, you may appoint a proxy by executing the form below. MANAGEMENT IS NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND MANAGEMENT A PROXY. For validation, however, please return your duly accomplished proxy forms to the Office of the Corporate Secretary at 3rd Floor, Remittance Center Building, Metrobank Plaza, Sen. Gil J. Puyat Avenue, Makati City. (SGD.) ELVIRA ONG CHAN Senior Executive Vice President Corporate Secretary PROXY KNOW ALL MEN BY THESE PRESENTS: THAT I, the undersigned common stockholder of METROPOLITAN BANK AND TRUST COMPANY, hereby appoint _____________________________ as my proxy to represent me at the Annual Meeting of the Stockholders to be held on April 21, 1999, to participate in the deliberations thereof, and to vote in my behalf all the shares standing in my name for election of directors, ratification of the 10% stock dividend and/or transactions of any business which may properly come before said meeting or any adjournment thereof. IN WITNESS WHEREOF, I have signed this proxy this ___________________ at ________________________. ________________________ Signature of Stockholder ________________________ Printed Name