PSE Circular for Brokers No. 873-99

April 26, 1999 PSE CIRCULAR FOR BROKERS NO. 873-99 April 23, 1999 Securities & Exchange Commission Director Linda A. Daoang Money Market Department S.E.C. Building, EDSA Mandaluyong City Philippine Stock Exchange Disclosure Department Listings and Disclosure Group 4/F PSE Center, Exchange Road Ortigas Center, Pasig City Gentlemen : Please be informed that at the Annual Stockholders meeting of Ayala Corporation held this morning, the stockholders approved the following matters, to wit: 1. The election of the following as members of the Board of Directors: Jaime Zobel de Ayala Ariston Estrada, Jr. Jaime Augusto Zobel de Ayala II Mitsukate Okano Fernando Zobel de Ayala Naoyuki Nobe Javier J. Nepomuceno 2. The declaration of a 20% stock dividend to all stockholders of record as of 14 May 1999 and payable on 23 June 1999 subject to the rules of the Securities & Exchange Commission (SEC) and the Philippine Stock Exchange (PSE). LexLib 3. The creation of new Common X shares by: 3.1 Increasing the authorized capital stock from P17 Billion to P20 Billion to create 300 Million new Common X Shares with a par value of P10.00/share; 3.2 Reclassifying the existing and unissued 1 Billion Preferred C shares with a par value of P1.00/share into 100 Million Common X shares with par value of P100.00/share. The timing, price and terms and conditions of the initial offering of Common X shares however will be subject to the determination of the Board of Directors. 4. The denial or non-applicability of the pre-emptive rights to the initial offering of Common X shares as well as in the conversion of existing common shares into Common X shares and other issuances pursuant to such conversion. However, the existing shareholders have been assured by Management of a priority allocation of Common X shares proportionate to their existing shareholdings in the event of an offering of Common X shares. 5. The amendments to the Amended Articles of Incorporation to reflect the foregoing increase in capita and changes in Article Seventh thereof. At the Organizational Meeting of the Board of Directors held thereafter, the following corporate officers were elected: Jaime Zobel de Ayala Chairman-Board & ExCom Jaime Augusto Zobel de Ayala II Vice Chairman-Board & ExCom & President Fernando Zobel de Ayala Co-Vice Chairman-Board, Alt. Member- Excom Naoyuki Nobe Director & Regular Member-ExCom Mitsutake Okano Director & Alt. Member-ExCom Ariston Estrada, Jr. Director (Adviser to the Chairman) Mercedita S. Nolledo Senior Managing Director & Corporate Secretary Manuel Q. Bengson Senior Managing Director & Treasurer Filemon T. Berba, Jr. Senior Managing Director Jose R. Facundo Senior Managing Director Francisco H. Licunan III Senior Managing Director Xavier P. Loinaz Senior Managing Director Gerardo C. Ablaza, Jr. Managing Director Antonio T. Aquino Managing Director Delfin I. Batacan, Jr. Managing Director-Consultant Oscar I. Contreras, Jr. Managing Director Charles H. Cosgrove Managing Director Rizalino Gerardo B. Favila, Jr. Managing Director Francisco I. Ferrer Managing Director Victoria P. Garchitorena Managing Director Herminia S. Jacinto Managing Director Alberto L. Jugo Managing Director Mark Anthony N. Javier Managing Director Antonio C. Laurel Managing Director Jose Teodoro K. Limcaoco Managing Director Rufino Luis T. Manotol Managing Director Renato O. Marzan Managing Director & Assistant Corporate Secretary Ramon F.R. Medina Managing Director Ramon A. Marisol Managing Director Renato R. Montemayor Managing Director Sheria P. Nuesa Managing Director Ramon G. Opulencia Managing Director The above information is being submitted in compliance with the disclosure requirements of the SEC and the PSE. cdlex Very truly yours, (SGD.) RENATO O. MARZAN Managing Director