Forthcoming Merger of Bacnotan Cement Corporation, Davao Union Cement Corporation and Hi Cement Corporation

February 8, 2000 PSE CIRCULAR FOR BROKERS NO. 291-00 SUBJECT : Forthcoming Merger of Bacnotan Cement Corporation, Davao Union Cement Corporation and Hi Cement Corporation The legal counsel for Bacnotan Cement Corporation (BCC), Davao Union Cement Corporation (DUCC) and Hi Cement Corporation (HCC) informed the Exchange that they are expecting the SEC approval of the Merger of BCC, DUCC and HCC within this week. In connection with the forthcoming merger, HCC shall be the surviving corporation after the merger is effected. The procedure for trading BCC and DUCC shares after issuance by the Securities and Exchange Commission (SEC) of the Certificate of Approval of Merger is as follows: 1. The trading of BCC, DUCC and HCC shares will be suspended upon the receipt by the Exchange of the SEC Certificate of Approval of Merger. Trading will be suspended until the Board of Governors has approved the application of HCC to list additional shares to cover the merger, and the submission by HCC of the post-approval requirements. Upon compliance by HCC with the Exchange's requirements, BCC and DUCC shares listed in the Exchange will be consequently delisted. Simultaneously, new HCC shares to be swapped for BCC and DUCC shares shall be listed. 2. HCC will honor BCC and DUCC stock certificates as evidence of ownership of HCC shares. The number of shares indicated in each BCC stock certificate will be multiplied by 3.815 in translating BCC shares to equivalent HCC shares. The number of shares indicated in each DUCC stock certificate will be multiplied by 0.571 in translating DUCC shares to equivalent HCC shares. 3. For purposes of trading in the Exchange, holders of BCC and DUCC stock certificates have the following options: LibLex a. To hold and trade for thirty (30) calendar days immediately following the listing of additional HCC shares their BCC and DUCC shares as HCC shares using the abovementioned ratios; b. To surrender within the same thirty (30) calendar day period their BCC or DUCC stock certificates for replacement with HCC stock certificates reflecting the actual number of HCC shares to which BCC or DUCC shareholder is entitled to. All holders of BCC or DUCC shares may surrender their BCC of DUCC stock certificates to the stock transfer agent of HCC, Stock Transfer Service, Inc. with address at the Ground Floor, AsianBank Center, 328 Senator Gil J. Puyat Avenue, Makati City; and After the lapse of the said thirty (30) calendar day period, BCC and DUCC certificates shall no longer be honored for the purpose of trading in the Exchange. However, BCC and DUCC shareholders shall still have the right to have their BCC and DUCC stock certificates replaced with HCC stock certificates upon presentation to the stock transfer agent of HCC. For your information and guidance. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings and Disclosure Group