Sime Darby Pilipinas, Inc.

September 1, 1998 PSE CIRCULAR FOR BROKERS NO. 2017-98 SUBJECT : Sime Darby Pilipinas, Inc. Sime Darby Pilipinas, Inc. ("SDP") furnished the Exchange the attached unsigned fax message, dated 27 August 1998 addressed to Mr. Ricardo J. Romulo and Mr. Sean T. O'Kelly, Chairman and President of SDP, respectively, from Mark Mobius of Templeton Asset Management Ltd. in objection to the proposed delisting of SDP shares. SDP also discloses that, apart from the proceedings described in the Litigation section of the Information Memorandum covering SD Far East (1991) Limited's tender offer, Leonardo B. Alejandrino has instituted the following criminal complaints against certain officers and directors of the company: prcd Criminal complaint for violation of Article 171 (4) of the Revised Penal Code for Falsification of Documents (I.S. No. 98-N-35966, City Prosecutor, Makati City). On 20 August 1998, a criminal complaint for violation of Article 171 (4) of the Revised Penal Code for Falsification of Documents was filed by Leonardo B. Alejandrino against the other directors and certain officers of the company and Jeanna Junsay-Cruz, president of Intersphere Builders and Developers Group, Inc. (collectively, the "Respondents"). The complaint is based on the approval and execution by the members of the Board of Directors of Great East Prime Ventures, Inc. of a Deed of Absolute Sale for a parcel of land owned by Intersphere Builders and Developers Group, Inc., located in Taytay, Rizal for a stated price of P54,513,200.00. The complaint alleges that, because the price stated in the notarized Deed of Absolute Sale is less than the consideration stated in a previously executed Contract to Sell between the parties of P98,020.00, the Respondents are liable for making false statements of fact in the Deed of Absolute Sale. The case is currently pending with the City Prosecutor of Makati City. Hearings on the case are not expected until after 3 and 10 September 1998 when the Respondents are expected to file their counter-affidavits. For your information. (SGD.) REYNOLD. P ONG Vice-President, Listings and Disclosure Group TO : Chairman Sime Darby Far East Ltd YBhg Tan Sri Dato' Seri Ahmad Sarji bin Abdul Humid Chairman Sime Darby Berhad Fax: 603-298-7398 Mr Ricardo J. Romulo Chairman Sime Darby Pilipinas Inc. Mr Sean O'Kelly President Sime Darby Pilipinas Inc. Fax: (632) 817-9868 cc : Mr Reynold P. Ong Vice-President, Listing & Disclosure Department Stock Exchange of Philippines Fax: 632 634 2051 Mr Perfecto Yasay Chairman Securities & Exchange Commission Fax: 632 721 2939 FROM : Mark Mobius DATE : 27 August 1998 SUBJECT : Proposed tender order for shares in Sime Darby Pilipinas Inc. No of pages : 2 (including this cover page) Dear Sirs, We refer to the recent notification to the Stock Exchange of Philippines in relation to the Petition for Voluntary Delisting of the common shares in Sime Darby Pilipinas Inc. ("SDP") and a proposal by Sime Darby Far East (1991) Limited ("SDFE") to tender for shares in SDP. We are objecting to the proposed delisting of the SDP shares as it is being undertaken to hide the effects of the LEC transaction on the market price. LLpr Notwithstanding our objection, we will participate in the tender provided the valuation of the shares and the terms of the tender offer are fair and appropriate. SDFE had proposed to conduct a tender offer for SDP shares at a price of 30 pesos per share. Currently, SDFE owns about 76% of the shares in SDP. The book value of the SDP shares as at 30 June 1998 is 47 pesos per share. Thus, we feel that a fair value of shares in SDP should be between 50 pesos and 75 pesos per share. In coming to this valuation, we are conscious of the fact that SDP acquired LEC Refrigeration Plc at a premium of approximately 180% to the prejudice and damage of the minority shareholders. As investment advisors to our clients, we have to ensure that our clients' interests are adequately protected and not prejudiced again. We trust that you will consider our proposal seriously. We look forward to hearing from you soon. Yours faithfully, (SGD.) J. Mark Mobius Managing Director Templetion Asset Management Ltd