PSE Circular for Brokers No. 686-98

April 15, 1998 PSE CIRCULAR FOR BROKERS NO. 686-98 April 14, 1998 Philippine Stock Exchange, Inc. PSE Center, Exchange Road Ortigas Center, Pasig City, MM Attention: Compliance & Surveillance Dept . Gentlemen : We wish to inform you that at the annual meeting of the Stockholders of the Bank of the Philippine Islands (BPI) on 14 April 1998, said Stockholders approved/ratified the following as recommended by the Board of Directors of BPI at its regular meeting held on March 18 and April 14, 1998: 1. To retire/delete Preferred "B" shares. These shares were issued pursuant to the merger between BPI and BPI Investment Corporation (formerly Ayala Investment and Development Corporation) on August 1, 1985 and are non-voting, non-participating, non-convertible and redeemable. These shares do not form part of the capital structure of BPI anymore. 2. Increase of the present Authorized Capital Stock of BPI (specifically the Common Stock) by P7 Billion or from the current level of P10,600,000,000.00 to P17,600,000,000.00; and LLpr 3. Declaration and issuance of 30% stock dividend on the issued and Outstanding Common ( Illegible portion in PSE8 file ) the Authorized Capital Stock of BPI, payable to Common Shares Stockholders of record fifteen (15) working days after the approval by the Securities and Exchange Commission of the increase of the Authorized Capital Stock, said stock dividend to be used to comply with the legal requirement that at least 25% of the increase in authorized capital stock shall be subscribed and fully paid. 4. Amendment of Article "SEVENTH"' of the amended Articles of Incorporation of BPI to effect and reflect the amendment called for in in sub-paragraph "1 to 2" above. Thank you. Very truly yours, (SGD.) CARLOS B. AQUINO VP & Corporate Secretary