PSE Circular for Brokers No. 1047-99

May 12, 1999 PSE CIRCULAR FOR BROKERS NO. 1047-99 May 11, 1999 Philippine Stock Exchange, Inc. PSE Exchange Road Ortigas Center, Pasig City Fax no. 636-0809; 634-2051 Attention: Disclosure Department Gentlemen : Please be informed that in a Board Meeting of the Directors of the Company held today (8:30 am at the Company's Board Room) the following items were taken up. Debt-to-equity swap for certain payables to contractors and suppliers. This has been earlier disclosed in SEC Form 11-A. As part of the Company's Program to enhance financial position various offers to its creditors have been made for payment in form of shares of stocks (in lieu of cash) with a buy back guarantee or redemption price. Relative to above item, Article Seven of the Articles of Incorporation of the Company has been approved to be amended as follows: Cdphil "SEVENTH: That the authorized capital stock of the Corporation is Five Hundred Million Pesos (P500,000,000.00), Philippine Currency, and said capital stock is divided into Four Hundred Fifty Million (450,000,000) Common Shares with par value of One Peso (P1.00) each and Fifty Million (50,000,000) Redeemable Common Shares with par value of One Peso (P1.00) each. The Redeemable Common Shares shall have the same rights and privileges as the Common Shares, except as otherwise provided herein. However, holders of Common Shares shall have no preemptive right to subscribe to any issue or disposition or Redeemable Common Shares and holders of Redeemable Common Shares shall have no preemptive right to subscribe to any issue or disposition of Common Shares. The Redeemable Common Shares shall have the following features which shall be indicated in the stock certificates: 1. Redeemable Common Shares shall be issued to creditors of the Corporation in payment for indebtedness. The Redeemable Common Shares shall be issued at such price as the Board of Directors shall set and shall be subject to redemption by the Corporation under such terms and conditions as the Board of Directors shall approve for each issuance of the shares. 2. To the extent not set forth in this Article Seventh, the specific features, terms and restrictions of each Redeemable Common Share shall be specified in such relations as may be adopted by the Board of Directors (the "Enabling Resolutions"), prior to the issue of each such share. 3. Redeemable Common Shares shall be convertible into Common Shares at the option of the holders thereof, in such manner and within such period as may be fixed in the Enabling Resolutions for such shares. (As amended on June 15, 1999). No transfer of stock or interest which will reduce the ownership of Filipino citizens to less than the required percentage of the capital stock shall be allowed to be recorded in the books of the Corporation, and this restriction shall be indicated in all its stock certificates. The proposed amendment to Article Seventh of the Articles of Incorporation shall be presented to the stockholders of the Corporation during its Annual Meeting scheduled on June 15, 1999. Thank you. Very truly yours, PACIFIC CEMENT COMPANY, INC. (SGD.) GRETA T. DE RAMOS Treasurer and Corporate Information Officer