Annual Stockholders' Meeting

April 21, 1998 PSE CIRCULAR FOR BROKERS NO. 743-98 April 21, 1998 PHILIPPINE STOCK EXCHANGE, INC. Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City, Metro Manila Telefacsimile No.: 636-0809 Attention: Mr . Reynold T . Ong Listing and Disclosure RE : Annual Stockholders' Meeting Gentlemen : At the Annual Meeting of Stockholders of Negros Navigation Co., Inc. (the "Corporation") held today, 21 April 1998, at 9:00 a.m. at the Mandarin Oriental Hotel, in Makati City, Metro Manila, at which a quorum was present or represented and acting throughout, the following matters were approved and adopted by at least sixty-seven percent (67%) of the stockholders' of the Corporations: 1) the amendment of Article Second of the Article of Incorporation of the Corporation, as follows: PRIMARY PURPOSE To own, maintain, service and operate vessels, to engage exclusively in domestic shipping operation to lease charter and charter out any such vessels . SECONDARY PURPOSE (a) to provide complete marine services, as principal or agent, to shipowner, ship operators and managers and to any person, association firm or corporation engaged exclusively in domestic shipping operations and maritime business, such as, but not limited to, full and partial crewing of ocean-going vessels, acting as managers of ships or their crew, acting as ship chandler, shipbroker, and trading in marine supplies and equipment . (b) To buy, lease, rent, construct or in any other manner acquire vessels of steam, of motor or other boats or vessels, together with its equipment and furnishings, and to use them in the transfer and carrying goods of any kind and passengers in the coastwise or overseas transportation ; * (d) To sell, lease, rent or in any other manner to dispose of the said vessels or other properties of the corporation ; cdlex (e) To engage in the business of carrier by land and sea thus carrying the shipping business in all its branches ; (f) To buy or take a lease of land, wharf, harbors, warehouses, lighters, barges and other things which the company considered necessary or convenient to buy or lease for the purposes of the corporation and from time to time to sell and dispose of them . (g) To organize any corporation or corporations with the object of acquiring all or whatever properties or liabilities of this corporation, or both, or for any other purpose which has a direct or indirect benefit to the corporation ; (h) To invest or make use of the money of the corporation which is not immediately required in such a way that from time to time will be determined ; (i) To incur loans or raise funds or guarantee the payment of money in a form that the corporation thinks necessary ; (j) In connection with the primary purpose to engage in travel and tour business by offering complete services to individuals and groups both for domestic and international travel and tours ; LLpr (k) Ship reservations, guided sightseeing tours, and any and all services and facilities incidental thereto, including the operation and maintenance of automobiles, buses and other luxury vehicles ; (l) In connection with the principal purpose, to engage into crewing/manning for foreign going vessels ; in the hiring and placement of seamen to include signing of contract and other such acts incidental to hiring, placement and employment expected of the principal ; to secure a license from the National Seamen Board for operation of such activity ; (m) In general to do all the things and to carry the business which are directly or indirectly incidental or which will attain the purposes above mentioned or of any of them respectively . 2) the increase in the authorized capital stock of the Corporation from One Billion One Hundred Million (1,100,000,000) common shares to Four Billion (4,000,000,000) common shares with a par value of One Peso (P1.00) per share, and the amendment of Article Seventh of the Articles of Incorporation, as follows: LLjur SEVENTH That the capital stock of said corporation is Four Billion (4,000,000,000) common shares with a par value of One Peso (P1.00) each. The stockholders shall not enjoy the pre-emptive right to subscribed to any and all issues or disposition of shares of the Corporation. 3. the amendments to be made to Article II, Section 3, 5, 7 and 8 of the By-Laws of the Corporation, as follows: a) Article II, Section 3 3. Notice of regular and special meeting of stockholders shall be sent to all stockholders at least fifteen (15) business days before the holding of the same. All proceedings had and any business transactions at any meeting of the stockholders, if within the powers or authority of the Corporation, shall be valid even if the meeting be improperly held or called, provided all the stockholders are present or duly represented by proxy at the meeting. b) Article II, Section 5 5. Stockholders may vote in person or by proxy in all meetings of stockholders. Proxies shall be in writing, signed by the stockholder and filed before the scheduled meeting with the corporate secretary at least ten (10) days before said meeting . The proxy shall be valid only for the meeting for which it is intended and any adjournment thereof . The corporate secretary shall complete the verification of validity of the proxies at least five (5) days prior to the said meeting . c) Article II, Section 7 7. At any meeting of the stockholders, the order of business shall be determined by the Board of Directors . d) Article II, Section 8 8. Fixing of Record Date The Board of Directors may, by resolution direct that in cases of meetings of stockholders, the record date for the determination of the stockholders entitled to notice of, and to vote at any such meeting shall be, at least, twenty (20) days prior to the date of any such meeting and, in cases of declaration of dividends, or allotment of rights or exercise of rights in respect of any change, conversion or exchange of the capital stock, the record date shall be, at least thirty (30) days from the date of such declaration of dividends or allotment of rights or exercise of rights in respect of any change, conversion or exchange of the capital stock . 4. the members of the Board of Directors for the year 1998-1999 shall be the following: a) Daniel L. Lacson, Jr. b) Manuel V. Pangilinan c) Napoleon L. Nazareno d) Albert S. del Rosario e) Edward S. Go f) Meliton V. Salazar g) Christopher H. Young h) Ian C. Wilson i) Manuel L. Garcia j) Julio A. Ledesma IV k) Eduardo C. Lim l) Ramon L. Mapa m) Amparo L. Gustilo, and ___________ 5) the appointment of the external auditor of the Corporation shall be left to the decision of the Board of Directors at their next scheduled regular meeting. aisadc We are making this report in compliance with the Continuing Listing Requirements of the Philippine Stock Exchange Should you have any questions on any of the foregoing, please do not hesitate to contact us. Very truly yours, NEGROS NAVIGATION CO., INC. By: (SGD.) MANUEL L. GARCIA President * Copied verbatim from document obtained directly from Philippine Stock Exchange .