PSE Circular for Brokers No. 2341-98

October 12, 1998 PSE CIRCULAR FOR BROKERS NO. 2341-98 October 9, 1998 NOTICE OF WAIVER OF CONDITION AND CLOSE OF TENDER OFFER FOR EXISTING SHARES OF SIME DARBY PILIPINAS, INC. SD FAR EAST (1991) LIMITED announces that it is waiving the Philippine Stock Exchange ("PSE") approval on the pending application of Sime Darby Pilipinas, Inc. ("SDPI") for voluntary delisting as a condition for the acceptance and will delist after the purchase of SDPI shares tendered during the tender offer period which commenced on September 28, 1998. Consequently, SD FAR EAST (1991) LIMITED will accept for purchase all SDPI shares validly tendered on or before the close of the tender offer period, and will execute the purchase transaction on October 19, 1998 even if the PSE approval is not obtained as of said date. All SDPI shareholders are advised that the tender offer for the purchase of SDPI shares will close at 5:00 p.m. on Friday, October 16, 1998. SDPI shareholders who are willing to sell their shares at the tender offer price of Peso 30.00 per share but have not yet tendered their shares may still do so by completing the tender offer form and submitting the same, together with all required attachments, to the Far East and Trust Company Trust Banking Group (the "Depositary"), 7th Floor, Far East Bank Center, Sen. Gil Puyat Ave. Makati City, on or before the close of the tender offer period. Tender offer forms and copies of the information memorandum circulated for the tender offer (the "Information Memorandum") are still available from the Depository at the above address. LibLex All other terms disclosed in the Information Memorandum remain the same, including the October 23, 1998 payment date of executed purchases for all tendered shares accepted for purchase. All queries may be directed to the Depositary at tel. no. 891-4742; 91-4752, or 891-4747 attention of Ms. Susan Bondoc or Ms. Anne Cruz. For and on behalf of SD FAR EAST (1991) LIMITED (SGD.) JOHN HICKMAN BELL Director