PSE Circular for Brokers No. 631-99

March 30, 1999 PSE CIRCULAR FOR BROKERS NO. 631-99 March 29, 1999 Philippine Stock Exchange, Inc. Phil. Stock Exchange Centre Exchange Road, Ortigas Center, City of Pasig Attention: Ms . Grace B . De Guia Asst . Manager, Disclosure Department Gentlemen : RE : Articles on AsianBank-PBCom Merger Talks We refer to the above-captioned matter specifically the articles entitled "Asian Bank, PBCOM merger falters" appearing in the Philippine Daily Inquirer and "Metrobank subsidiary eyes merger with PBCOM" appearing in the Manila Standard today, March 29, 1999. We are denying the contents of said articles. Furthermore, PBCOM reiterates our full adherence and commitment to the terms of the Memorandum of Understanding with Asian Bank. PBCOM has always been and will continue to accurately disclose any material information with respect to the merger talks. Attached for your reference, is a copy of the press release on this matter. Please be advised accordingly. Very truly yours, (SGD.) HENRY Y. UY Acting President Joint Press Statement March 29, 1999 PBCom-AsianBank Merger Talks on Track The Philippine Bank of Communications and AsianBank Corporation today dispelled as untrue certain newspaper articles, which speculated that the merger discussions between the two banks are "faltering." In fact the two banks announced that they are about to complete the due diligence activities on both banks financial statements, the results of which will form the basis for the exchange of shares that will effect the merger of both banks. The two banks contracted the services of the accounting firm SGV & Co. to undertake the due diligence reviews. The completion of the due diligence reviews sets the stage for the two banks to negotiate on the relative valuation of their respective institutions Both banks expect the valuation discussions to be completed early in the second quarter, after which the two banks will have agreed on the swap ratio for the merger. At the same time, the two banks are currently discussing non-valuation related issued that will determine the business conduct and performance of the merged bank. aisadc AsianBank-and PBCom acknowledged that the speculations about the merger might have been fueled by the lack of a formal announcement so far on the completion of the merger agreement. But the two banks attributed this to the fact that a due diligence review is inherently time-consuming. Until the due diligence activities are completed the two banks cannot sit down and negotiate about values. It would have been premature, therefore, to announce any agreement in this regard. Nevertheless the two banks are optimistic that, with the imminent completion of the due diligence activities, they would be able to discuss and agree on the valuation-related issues. PBCom also denied that they were entertaining overtures from other interested parties and that they wanted to get out of the exclusivity agreement contained in the Memorandum of Understanding with AsianBank For its part AsianBank confirmed this, saying that PBCom never requested, nor even hinted, that it be released from the exclusivity agreement. cdlex Both banks expressed optimism that they will arrive at a timely resolution of all the merger-related issues to complete the merger before the end of the first semester. Both banks also affirmed their commitment to pursue the merger as a very critical strategic initiative for both institutions. AsianBank Chairman and CLO Ramon R. del Rosario, Jr. stated that "The very challenging economic environment, as reinforced by the Philippine economy's inability so far to recover quickly from the financial crisis, further strengthens our resolve to create a stronger and more dynamic financial institution." Henry Uy acting President of PBCOM, added, "The merger between AsianBank and PBCom not only responds to the desire of the government to encourage bigger banks but also reflects the business realities of the day. We need greater size of course coupled with excellent management, to compete more effectively in this marketplace."