Marsman and Company Inc. ("MCI") property for shares swap

February 18, 1998 PSE CIRCULAR FOR BROKERS NO. 157-98 February 17, 1998 Philippine Stock Exchange Philippine Stock Exchange Center Exchange Road, Ortigas Center City of Pasig Attention : Ms . Ma . Isabel T . Garcia Listing Group Compliance and Monitoring Department RE : Marsman and Company Inc . ("MCI") property for shares swap Gentlemen : We submit this report in compliance with the provisions of the Revised Securities Act ("RSA"). Reference is our letter of December 8, 1997, a copy of which we enclose herewith. On February 10, 1998, SEC Acting Director Linda A. Daoang issued MMOD Resolution No. 04, Series of 1998 approving the exemption of the issuance of 896,769,000 common shares out of the authorized and unissued capital stock of MCI from registration requirements of the RSA. Further to said Resolution, MCI reexecuted a Property for Share Swap Agreement ("Agreement") on February 11, 1998. Under said Agreement, MCI will acquire ownership of parcels of land with total area of 109,711 square meters, with an aggregate value of 3,587,076.00 in exchange for 896,769,000 of its common shares. Said shares will be issued to Mercator Securities Corporation and Zuellig Pharma Corporation in exchange for their above-mentioned parcels of land. Very truly yours, (SGD.) AVELINO M. SEBASTIAN December 8, 1997 Philippine Stock Exchange Philippine Stock Exchange Center Exchange Road, Ortigas Center City of Pasig Attention : Ms. Ma. Isabel T. Garcia Listing Group Compliance and Monitoring Department Gentlemen : Re : MARSMAN & COMPANY, INC. In compliance with the provisions of the Revised Securities Act please take note that in a special meeting of the stockholders of the Corporation the Corporate Business Plan to acquire seven parcels of land measuring 109,711 square meters valued at PESOS 3,587,076,000 in exchange for 896,769,000 class A and B shares of the corporation was approved. Very truly yours, (SGD.) AVELINO M. SEBASTIAN Corporate Secretary