Notice of Regular Annual Stockholders' Meeting

1998 PSE CIRCULAR FOR BROKERS NO. 651-98 19 March 1998. NOTICE OF REGULAR ANNUAL STOCKHOLDERS' MEETING NOTICE IS HEREBY GIVEN that the regular annual meeting of stockholders of AYALA CORPORATION will be held at the Grand Ballroom, Hotel Intercontinental Manila, on Friday, 17 April 1998 at 9:00 a.m. with the following cdlex AGENDA 1. Roll Call of stockholders 2. Reading and approval of Minutes of previous meeting 3. Annual Report of Officers 4. New Business 4.1 Ratification of all acts and resolutions of the Board of Directors and of the Executive Committee 4.2 Ratification of the Board Resolution adopted on 19 March 1998 approving the declaration of a 20% Stock Dividend 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 as of 18 March 1998 are entitled to notice of, and to vote at, this meeting. For this purpose, the Stock and Transfer Books of the Corporation will be closed from 19 March 1998 to 17 April 1998, 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. Registration shall start at 7:00 a.m. If you would be unable to attend the meeting but 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 2:00 p.m. of 07 April 1998. You may use the enclosed reply envelope for this purpose. Validation of proxies shall be held on 07 April 1998 at 3:00 p.m. at the Office of the Corporate Secretary. llcd FOR THE BOARD OF DIRECTORS (SGD.) MERCEDITA S. NOLLEDO Senior Managing Director & Corporate Secretary