PSE Circular for Brokers No. 659-98

April 14, 1998 PSE CIRCULAR FOR BROKERS NO. 659-98 April 13, 1998 Philippine Stock Exchange Exchange Road, Ortigas Center Pasig City Gentlemen : Please be advised that the following matters were approved and/or ratified during the Board (Regular and Organization) and Stockholders meetings of A. Soriano Corporation held this morning: A. Regular Board Meeting 1. Ratification of advances/investments in a. Asiaview Realty & Dev. Corp. b. Vesper Industrial & Development Corp. c. Aloguinsan Mining & Industrial Corp. 2. Sale of 10% investment in AFC Fertilizer and Chemicals, Inc. and 30% share in NewCo, Inc. B. Stockholders Meeting 1. Annual Report for 1997 and Audited Financial Statements as of December 31, 1997, and ratification of all acts, contracts, investments, and resolutions of the Board of Directors and Management since the last Annual Meeting as set forth in the minutes book, annual report, the audited financial statements, or as disclosed in reports to the Securities and Exchange Commission and Philippine Stock Exchange. LLpr 2. Election of the following members of the Board of Directors: 1. Mr. Andres Soriano III 2. Mr. Eduardo J. Soriano 3. Mr. Jose C. Ibazeta 4. Mr. Brian G. Fredrick 5. Mr. John Gokongwei, Jr. 6. Mr. Enrique K. Razon, Jr. 7. Mr. Oscar J. Hidalgo 8. Mr. Raymundo G. Pe 9. Mr. Roberto Romulo 10. Mr. Delfin L. Lazaro 11. Mr. Jaime Blanco 3. Appointment of Sycip, Gorres, Velayo & Co. as External Auditors A. Organizational Meeting of the Board 1. Election of the following officers: Mr. Andres Soriano III Chairman of the Board and Chief Executive Officer Mr. Eduardo J. Soriano Vice Chairman-Treasurer Mr. Jose C. Ibazeta President & Chief Operating Officer Mr. Ernest K. Cuyegkeng Senior Vice President and Chief Financial Officer Mr. Reginaldo L. Hernandez Vice President and Asst. Corporate Secretary Mr. Adrian F. Villanueva Vice President Mr. Pablito M. Ong Senior Asst. Vice Pres. Ms. Narcisa M. Villaflor Senior Asst. Vice Pres. Mr. Benjamin V. Abela Corporate Secretary and Chief Legal and Tax Consultant 2. Designation of EXCOM Members Mr. Andres Soriano III Mr. Eduardo J. Soriano Mr. Jose C. Ibazeta Mr. Brian G. Fredrick Mr. Oscar J. Hidalgo Mr. Enrique K. Razon, Jr. Very truly yours, (SGD.) BENJAMIN V. ABELA Corporate Secretary LA TONDEA DISTILLERS, INC. Employee Stock Ownership Plan I. Objective: To further motivate LTDI employees toward greater productivity, loyalty and concern for LTDI's well-being. II. Basic Features Shares to be offered: Up to six million (6,000,000) shares from out of authorized but unissued Offering period: Up to a period of three (3) years Eligible employees: Regular; one (1) year permanent of LTDI and subsidiaries Number of shares per employee: To be determined by the Board of Directors Price: Fair Market Value with a discount of not more than ten percent (10%) Holding Period: Three (3) years Payment Period: Five (5) years Target Date of Implementation: June, 1998 Employee Stock Option Plan I. Objective: To further promote the interests of LTDI and its shareholders by enabling the company to attract, retain, motivate senior and key management officers, and to align the interests of such officers and the Company's shareholders. II. Basic Features Shares to be offered: Up to a maximum of 2.5% outstanding shares Eligible employees: Senior Executives as approved by Board Exercise price: Fair market value as determined by the Board of Directors Date of exercise: Holder may not exercise option within one year from Option Offer Date Option expiration: Options granted under the plan remain exercisable up to a maximum of 8 years.