PSE Circular for Brokers No. 701-98

April 17, 1998 PSE CIRCULAR FOR BROKERS NO. 701-98 April 16, 1998 PHILIPPINE STOCK EXCHANGE, INC. 4/F Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City, Metro Manila Attention: Mr . Reynold P . Ong Head, Listing & Disclosure Group Gentlemen : In connection with our earlier disclosure on the holding of a special stockholders' meeting on April 14, 1998, 3:00 P.M., please be informed that said meeting was convened on the same scheduled date and hour. Unfortunately, the meeting was immediately adjourned in view of the absence of quorum. A few minutes before the meeting was called to order, PNCC was served with a Temporary Restraining Order (TRO) issued by the SEC enjoining and/or restraining all government shareholders (PNB, DBP, Land Bank GSIS, NDC, and APT) from voting their shares or exercising any stockholders' right arising therefrom. cdlex The TRO was filed or applied for on behalf of stockholder Rodolfo Cuenca. The same TRO also enjoined and/or restrained PNCC from allowing or recognizing the voting rights of the government shareholders as well as the exercise of any stockholder's right in connection therewith. The TRO however did not restrain PNCC from proceeding with the stockholders' meeting. Knowing in advance the futility of participating in the special stockholders' meeting caused by the issuance of the TRO, the government shareholders comprising 77% of the outstanding capital stock, failed to register for said meeting. It must be pointed out that out of the 66.66% or 2/3 majority required for the determination of a quorum and for the approval/ratification of the matters to be voted upon, only 3.2% of the outstanding capital stock registered or were represented during the meeting. LLjur In the meantime, PNCC cannot as yet determine a new date for the stockholders' meeting pending the outcome of the injunction case filed by Rodolfo Cuenca with the SEC. Thank you for your usual support and kind attention. Very truly yours, (SGD.) HERMAN R. CIMAFRANCA Corporate Secretary February 26, 1998 PHILIPPINE STOCK EXCHANGE, INC. 4/F Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City, Metro Manila Attention: Ms . Isabel T . Garcia Head, Listing & Disclosure Group Gentlemen : Please be informed that during the February 24, 1998 Regular Board Meeting of the PNCC Board, the following resolution was adopted RESOLUTION NO . BD-020-1998 "RESOLVED, That the Board hereby approves and confirms the March 13, 1998 record date for the determination of stockholders entitle to notice and to vote in connection with the special stockholders' meeting to be held on April 14, 1998." A similar notice has been sent to our stock transfer agent, Professional Stock Transfer, Inc., for its guidance and appropriate action. It is well to recall that our office had earlier, informed the Philippine Stock Exchange of the calling of a special stockholders' meeting to be held on April 14, 1998. Thank you for your usual support and kind attention. Very truly yours, (SGD.) HERMAN R. CIMAFRANCA Corporate Secretary SEC CASE NO. 05-96-5357 RODOLFO M. CUENCA, Plaintiff, versus, PHILIPPINE NATIONAL CONSTRUCTION CORP., ET AL., Defendants, TO : ATTY. HERMAN R. CIMAFRANCA PNCC Corporate Secretary PNCC Complex EDSA corner Reliance Street, Mandaluyong City Gentlemen : ( Illegible portion in PSE1 file ) a copy of the ORDER of the Hearing Officer in the above entitled case dated April 13, 1998. Please acknowledge receipt hereof. City of Mandaluyong April 13, 1998 (SGD.) NATIVIDAD P. GUERRERO Acting Chief Docket and Process Division Securities Investigation and Clearing Department SEC CASE NO. 05-96-5357 RODOLFO M. CUENCA, Plaintiff, versus, PHILIPPINE NATIONAL CONSTRUCTION CORP., ET AL., Defendants, During the summary hearing of this case on the application for the issuance of a Temporary Restraining Order on April 7, 1998, counsels for the contending parties appeared and argued their case. Afterwhich the same was submitted for resolution. After serious deliberation and evaluation of the oral arguments and allegations of both parties in their respective pleadings, this Hearing Officer resolves to issue the aforesaid Temporary, Restraining Order in order not to render nugatory any order, resolution or decision that the Commission may promulgate relative to the above captioned case. Wherefore, the Temporary Restraining Order is hereby issued effective for twenty (20) days from issuance hereof, restraining and/or enjoining (1) defendants APT, PNB, DBP, NDC, Philguarantee, LBP, and GSIS, and all persons acting for or under them or in their behalf, from voting their shares of stock in PNCC issued or subscribed to in or after 1983 or exercising any rights arising therefrom, and (2) defendant PNCC (and all persons acting for or under it or in its behalf) from allowing or recognizing the voting or other exercise of stockholders rights by defendants APT, PNB, DBP, NDC, Philguarantee, LBP and GSIS with respect to any shares of stock issued or subscribed to in or after 1983. cdt In the meantime, the hearing on petitioners' application for the issuance of a writ of preliminary injunction is hereby set on April 28, 1998 at 3 : 00 in the afternoon at the 5th Floor, SEC Building, EDSA, Greenhills, Mandaluyong City. SO ORDERED. City of Mandaluyong, Philippines. April 13, 1998. (SGD.) ROSALINA TIVIDAD-TESORIO Hearing Officer