Sime Darby Pilipinas, Inc.

October 20, 1998 PSE CIRCULAR FOR BROKERS NO. 2407-98 SUBJECT : Sime Darby Pilipinas, Inc . Attached is the copy of Sime Darby Pilipinas, Inc.'s ("SDP") letter-facsimile received by the Exchange on October 19, 1998 at 7:22 p.m. The original copy of the said letter was received by the Exchange on October 20, 1998 at 10:41 a.m. The Exchange has deferred action on the delisting of SDP shares pending approval of the Delisting Rules submitted to the Securities and Exchange Commission ("SEC"). LLpr For your information and guidance. (SGD.) JOSE LUIS U. YULO, JR. President & Chief Executive Officer October 19, 1998 Philippine Stock Exchange PSE Centre, Tektite Tower Exchange Road Pasig City Attention: Mr . Jose Luis Yulo President Mr . Joseph Roxas Chairman Listing Committee Mr . Reynold P . Ong Listing & Disclosure Group Gentlemen : Re : Sime Darby Pilipinas, Inc . ("SDPI") We are pleased to announced that as of the close of the tender offer to acquire existing shares of SDPI, a total of 7,638,335 shares were tendered, comprising about 19.56% of the total issued and outstanding capital stock of SDPI. All the shares tendered were today accepted for purchase by SD Far East (1991) Ltd. ("SDFEL"), with the purchase being executed, also today, through the facilities of the Philippine Stock Exchange ("PSE"). With the execution of the purchase transaction, SDFEL has increased its equity ownership in SDPI from 29,651,453 shares, equivalent to about 75.9%, to 37,289,788, equivalent to about 95.46% of the total issued and outstanding capital stock, leaving only about 4.54% being held by public shareholders. As SDFEL has expressed its intention to hold on to its investment in SDPI on a long-term basis, it is not expected, in the foreseeable future, that the public ownership will increase beyond its current level. Under this condition, SDPI is constrained to hereby serve notice that effective tomorrow, October 20, 1998, its shares will be delisted from the PSE. Within a reasonable time after settlement of the transaction executed today, or after October 30, 1998, SDPI will cease to continue the services of a transfer agent, and henceforth, all transactions on shares of SDPI should be coursed directly through its Corporate Secretary, Atty. Ronald E. Javier at Sime Darby Building, Ayala Avenue cor. Malugay St., Makati City. All SDPI shareholders who have not tendered shares currently held in uncertificated form under the account of PSE member-brokers or custodian bank participants of the Philippine Central Depositary Inc. ("PCD") are advised to have their shares uplifted from the PCD system, on or before the above date, in order to allow transactions thereon to be made in the books of SDPI through the office of its Corporate Secretary. aisadc All SDPI shareholders who remain as such after settlement of transaction today, will continue to be recognized as shareholders entitled to all shareholders' rights under the Corporation Code. Notwithstanding delisting, SDPI shares will continue to be registered under the Revised Securities Act. All SDPI shareholders who have tendered the shares purchased by SDFEL today, may claim their check payments starting 9:00 a.m. of Friday, October 23, 1998 from HongKong and Shanghai Banking Corporation ("the Paying Agent"), through its National Services Center, 4th Floor, 6780 Ayala Avenue, Makati City, Attention of any of the following: Mr. Lito Sales (tel. 755-5440); Ms. Trixie Santillan (tel. 755-5453); or Mr. Ben de la Rosa (tel. 755-5416). All check payments will remain available for pick-up from the Paying Agent for a period of 30 days from and after October 23, 1998, or up to November 23, 1998. All check payments which remain unclaimed after this date shall be sent, by registered mail, to the recorded address of the tendering shareholder at the latter's risk. We wish to thank you for the more than 32 years that SDPI shares were listed at the Manila and Makati Stock Exchanges, and thence, the PSE, and we look forward to the coming days when SDPI will continue to pursue its business activities as a private company. We remain committed to the development of business and industry in the Philippines, and expect to have many more years of continued business activity in this country. Very truly yours, SGD.) SEAN T. O'KELLY President