PSE Circular for Brokers No. 1137-98

May 26, 1998 PSE CIRCULAR FOR BROKERS NO. 1137-98 SECURITIES & EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (PSA) AND RSA RULE 11(a)-a(b)(3) THEREUNDER 1. Date of Report May 25, 1998 2. SEC Identification Number PW-475 3. BIR TIN No.: 049-000-168-980V 4. Name of Registrant SIME DARBY PILIPINAS, INC. 5. Incorporated under Philippine law; domicile & principal office: Makati City, MM 6. Industry Classification Code 7. Address of Principal Office Sime Darby Building, Ayala Avenue & Malugay St., Makati City, Metro Manila 8. Telephone No. 844-94-21; area code: 1255 9. Securities registered pursuant to Sections 4 & 8 of the RSA: Authorized capital stock 50,000,000 shares; par P10.00/share Common shares outstanding 39,062,500 shares; par P10.00/share 10. Report on Item 4 Resignations and Election of Directors The Corporate Secretary received letters of resignation from the following members of the Board of Directors: 1. Tunku Tan Sri Dato' Seri Ahmad Bin Tunku Yahaya, effective upon acceptance of the Board on May 25, 1998; 2. En, Abdul Shukor Nagor, effective May 21, 1998; and from 3. Dato' Mohamed Haji Said, effective May 21, 1998. The following were nominated and elected directors of the Registrant in the Board of Directors duly held on May 25, 1998. They will serve the unexpired terms of the foregoing directors whose resignations were accepted by the Board, and until their successors will have been duly elected and qualified: 1. Martin Smith Berry, 2. Raul Zosimo B. Panlasigun, and 3. Joaquin S. Infante, Jr. 11. Report on Item 9 Other Events; cash dividends; investment in equity of a foreign manufacturing corporation; cash dividends a. Declaration of Cash Dividends The Board approved a regular cash dividend of twenty centavos (PHP0.20) per share relating to the second and third quarters of FY 1997-98 to be paid on July 5, 1998 to all stockholders of record as of June 5, 1998. b. Investment in Equity The Board approved the purchase of shares of stocks of Lec Refrigeration Plc of Shripney Road, Bognor Regis, West Sussex, England, representing 51.38% interest in the said corporation's equity; at a total purchase price of Eighteen Million Great Britain Pounds (GBP 18,000,000). The said purchase of shares of stock will be financed by internal funds of the Registrant. Lec Refrigeration is a major participant in Great Britain's refrigeration industry and holds the second largest market share. This becomes one of the major investments of the Registrant since the SEC approved its amended articles of incorporation with the primary purpose of a holding company on February 27, 1996. b. n Declaration of Cash Dividends The Board approved a regular cash dividend of twenty centavos (PHP0.20) per share relating to the second and third quarters of FY 1997-98 to be paid on July 5, 1998 to all stockholders of record as of June 5, 1998. Pursuant to the requirements of the Revised Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SIME DARBY PILIPINAS, INC. By: (SGD.) ATTY. RONALD E. JAVIER Vice-President, Corporate & Legal Affairs n Copied verbatim from document obtained directly from Philippine Stock Exchange