PSE Circular for Brokers No. 686-99

April 7, 1999 PSE CIRCULAR FOR BROKERS NO. 686-99 April 6, 1999 Disclosure Department Listings and Disclosure Group Philippine Stock Exchange 4F PSE Centre, Exchange Road Ortigas Center, Pasig City Attention: Mr . Reynold P . Ong Vice-President, Listings & Disclosure Group Gentlemen : Please be advised at the special stockholders' meeting of Air Philippines International Corporation (APIC) held on April 6, 1999, the stockholders approved and ratified the proposal earlier approved by the Board of Directors of the Corporation to acquire a 25% interest in Air Philippines Corporation (APC) consisting of: (a) up to 25% of the equity of APC equivalent to 2,000,000 shares of the common stock of APC with a par value of P100.00 per share, or a total par value of P200,000,000.00, and (b) up to 25% of stockholder advances due from APC in the amount of P343,750,000.00 and in consideration of said acquisition, the Corporation will transfer certain portfolio of the Corporation and issue to the transferors/assignors a total of 175,821,416 shares of the Corporation's common stock with a par value of One Peso (P1.00) per share to be taken from the Corporation's authorized but unissued shares of common stock. LLpr Yours very truly, AIR PHILIPPINES INTERNATIONAL CORPORATION By: (SGD.) PETER S. SALUD President