PSE Circular for Brokers No. 620-00

March 10, 2000 PSE CIRCULAR FOR BROKERS NO. 620-00 Securities & Exchange Commission Attention : Director Linda A . Daoang S.E.C. Building. EDSA Mandaluyong City Philippine Stock Exchange Attention : Compliance & Surveillance Dept . 4/F Tektite Tower, Ortigas Center Pasig City Gentlemen : In compliance with the disclosure rules of the Securities & Exchange Commission and the Philippine Stock Exchange, we are furnishing you herewith a copy of the Notice and Agenda of the Ayala Corporation Regular Annual Stockholders Meeting to be held on Friday 28 April 2000. Thank you. Very truly yours, (SGD.) RENATO O. MARZAN Managing Director & Assistant Corporate Secretary NOTICE OF REGULAR ANNUAL STOCKHOLDERS' MEETING NOTICE IS HEREBY GIVEN that the regular annual meeting of stockholders of AYALA CORPORATION will be held on Friday, 28 April 2000 at 9:00 a.m. at the Grand Ballroom. Hotel Intercontinental Manila, Ayala Center, Makati City, with the following A G E N D A 1. Proof of Notice and Determination of Quorum 2. Approval of Minutes of Previous Meeting 3. Annual Report 4. New Business 4.1 Ratification of the Resolutions adopted by the Board of Directors on 29 February 2000, approving the following: 4.1.1 Declaration of a 20% Stock Dividend: 4.1.2 Amendment of the stockholders resolution adopted on 23 April 1999 increasing the authorized capital stock, so that as amended the increase will be from P17 Billion to P26 Billion and thereby creating the following additional shares: 4.1.2.1 3 Billion Common Shares with a par value of P1.00/share, and 4.1.2.2 3 Billion Preferred AA shares with a par value P1.00/share. 4.1.3 Amendments to the Amended Articles of Incorporation to reflect changes in Article Seventh thereof. 4.2 Ratification of all other acts and resolutions of the Board of Directors and of the Executive Committee adopted during the preceding year. 5. Election of Directors 6. Election of Auditors and fixing of their remuneration 7. Consideration of such other business as may properly come before the meeting. 8. Adjournment Only stockholders of record at the close of business on 15 March 2000 are entitled to notice of and to vote at this meeting. As per By-Laws, the Stock and Transfer Books of the Corporation will be closed from 8-28 April 2000, inclusive. For your convenience in registering your attendance, please bring the enclosed Stockholders Identification Card and present the same at the registration desk at the entrance lobby of the Hotel InterContinental Grand Ballroom. If you could not be personally present at the meeting but you would like to be represented thereat, you may accomplish the enclosed proxy form and submit the same to the Office of the Corporate Secretary on or before 18 April 2000. You may use the enclosed reply envelope for this purpose. Validation of proxies shall be held on 19 April 2000 at 10:00 a.m. at the Office of the Corporate Secretary. Makati City, 9 March 2000 FOR THE BOARD OF DIRECTORS (SGD.) MERCEDITA S. NOLLEDO Senior Managing Director & Corporate Secretary