Securities & Exchange Commission

February 24, 1998 PSE CIRCULAR FOR BROKERS NO. 201-98 February 23, 1998 Securities & Exchange Commission Attn. : Director Linda A. Daoang Money Market Department S.E.C. Building, EDSA Mandaluyong City Philippine Stock Exchange Attn. : Compliance & Surveillance Dept. 4/F PSE Center, Exchange Road Ortigas Center, Pasig City Gentlemen : In compliance with the disclosure rules of the Securities & Exchange Commission and the Philippine Stock Exchange, we would like to inform you that in the Meeting of the Board of Directors of GMCR, INC. held today, February 23, 1998 at 3:30 P.M., the Board approved the following: 1. Appointment of Bank of the Philippine Islands as Receiving Bank and Warrant Registrar in connection with the Corporation's P6.058B Stock Rights Offering with P4B detachable warrants; 2. Resolution recommending the amendment of the resolution of the Board of Directors adopted on 29 July 1997, and ratified by the Stockholders in a Special Meeting held on 18 September 1997, increasing the authorized capital stock from P750M to P3B, so that as amended, the increase will be from P750M to P5B, consisting of 3,000,000,000 Class "A" Common Shares and 2,000,000,000 Class "B" Common Shares, both of the par value of P1.00 each; and the Amendment of the first paragraph of Article VII of the Amended Articles of Incorporation to reflect the capital increase adverted to above. The amendment is necessary to cover the deficiency in the number of shares to be issued in the afore-mentioned P6.058B Stock Rights Offering with P4B detachable warrants, which was set at the Offer Price of P3.29 per share, resulting in the corresponding the number of Offer Shares and the number of underlying shares of the detachable warrants, to 3.69B shares. Please note that the amendment in the capital increase will not require additional equity call on the stockholders. This amendment will be submitted for ratification of the stockholders in the April 2, 1998 Annual Stockholders' Meeting. 3. Setting of March 9, 1998 as the record date of the Stockholders entitled to vote at the Annual Stockholders' meeting to be held at the Grand Ballroom of Mandarin Oriental Manila, Makati City on April 2, 1998. Thank you. Very truly yours, (SGD.) RENATO O. MARZAN Corporate Secretary