PSE Circular for Brokers No. 962-98

May 7, 1998 PSE CIRCULAR FOR BROKERS NO. 962-98 May 6, 1998 PHILIPPINE STOCK EXCHANGE, INC. Philippine Stock Exchange Centre Exchange Road, Ortigas Center Pasig City Attention: Mr . Reynold P . Ong Vice President, Listings and Disclosure Group Gentlemen : In our Annual Shareholders' Meeting held on 6 May 1998 at Manila Polo Club, the following resolutions were passed and approved by the shareholders: Approval of Quasi-Reorganization Plan/Amendment of Article VII of the Articles of Incorporation "RESOLVED, AS IT HEREBY RESOLVED, that the Corporation undertake a quasi-reorganization to eliminate the deficit of the Corporation in the amount of P411,603,070 as at December 31, 1997. "RESOLVED, that the approval of the quasi-reorganization shall involve the decrease in the capital stock of the Corporation to create a reduction surplus which will be used to eliminate the deficit of the Corporation and the corresponding amendment of the Articles of Incorporation. "RESOLVED, FURTHER, That the Corporation be authorized to (a) decrease its authorized capital stock from P800,000,000 to P388,000,000 (b) decrease its subscribed and paid-up capital from P575,000,000 to P163,000,000 and (c) to effect a proportionate decrease in the number of shares held by the stockholders of record. "RESOLVED, FURTHER, That Article Seventh of the Articles of Incorporation be amended to read as follows: SEVENTH: That the authorized capital stock of said corporation is THREE HUNDRED EIGHTY EIGHT MILLION PESOS (P388,000,000.00) Philippine Currency divided into THREE HUNDRED EIGHTY EIGHT MILLION (388,000,000) SHARES with the par value of ONE PESO (P1.00) per share.' "RESOLVED, FURTHER, That the Stockholders surrender their stock certificates for cancellation and the issuance by the Corporation of new certificate/s to reflect the decreased stockholdings. "RESOLVED, FURTHER, That the Corporation be authorized to apply the resulting reduction surplus in the amount of P412,000,000 against the accumulated deficit of the Corporation as of December 31, 1997. cdt "RESOLVED, FINALLY, That the President, MANUEL D. RECTO and/or the Vice President/Treasurer BENEDICTO L. TABIN, be authorized to execute, sign, and deliver all documents, and in general, do any and all acts necessary to effect the quasi-reorganization of the Corporation and to secure the approval of the Securities and Exchange Commission and the Philippine Stock Exchange." In the same meeting the following nominees were elected members of the Board of Directors for the year 1998-1999: LEONARDO B. ALEJANDRINO MANUEL D. RECTO RIZALINO S. NAVARRO ALFONSO S. YUCHENGCO III ALBERT S. YUCHENGCO SUSANNE Y. SANTOS FLORENTINO E. SANTOS, JR. NICASIO I. ALCANTARA FERNANDO S. BUSUEGO In the same vein, Sycip, Gorres, Velayo and Company was reappointed as external auditors for the year ending December 31, 1998. cdlex Right after the Annual Shareholders' Meeting, the Organizational Meeting of the new Board of Directors was convened and the following persons were elected/appointed to the positions opposite their names: LEONARDO B. ALEJANDRINO Chairman of the Board MANUEL D. RECTO President BENEDICTO L. TABIN Vice President/Treasurer FLORENTINO E. SANTOS, JR. Asst. Treasurer FLORENTINO M. HERRERA III Asst. Corp. Secretary ARTURO B. MAULION Asst. Corporate Secretary/Asst. Vice President NEOLY J. JANEO Chief Accountant/Asst. Vice President Thank you. Very truly yours, (SGD.) ATTY. ARTURO B. MAULION Asst . Vice President Asst . Corp . Secretary