PSE Circular for Brokers No. 304-99

February 18, 1999 PSE CIRCULAR FOR BROKERS NO. 304-99 PHILIPPINE STOCK EXCHANGE Disclosure Department Listings and Disclosure Group Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City Fax No. 637-8811 Attention: Ms . Grace De Guia Compliance Supervisor SUBJECT : RFM Corporation Offer to Swap RFM Common for Swift Common Gentlemen : We are please to inform you that RFM Corporation will be offering to all Swift Common Stockholders of record as of February 26, 1999 to exchange their Swift Common Shares for RFM Common Shares starting March 15, 1999 up to and until 5:00 p.m. of April 12, 1999. The swap ratio has been set at one (1) RFM Common Share for every three (3) Swift Common Shares. Fractional Swift Common Shares shall be paid P2.00 per share. LLpr For your reference, we have attached the following forms/documents which the Company will be sending to all Swift Common Stockholders starting March 1, 1993: 1. Letter to Swift Common Shareholders on the Swap Offering; 2. Application to Swap; and 3. Terms of the Share Swap. Thank you very much. Very truly yours, (SGD.) ATTY. CRISTINA D. REYES Asst. Corporate Secretary March 1, 1999 Dear Swift Stockholder: We are pleased to inform you that RFM Corporation is offering all Swift Stockholders of record as of February 26, 1999 an opportunity to exchange their Swift Common Shares for RFM Common Shares on a purely voluntary basis. This is meant to give Stockholders the chance to move into a more actively traded stock and more breadly diversified Food Company that RFM represents. The swap ration is set at one RFM Common Share for every three (3) Swift Common Shares. Fractional shares arising from the exchange will be paid in cash at the rate of P2.00 per Swift Common Share. LexLib The offer period for the swap is from March 15, 1999 up to and until 5:00 p.m. of April 12, 1999. Should you desire to exchange your Swift Common Shares for RFM Common Shares, please accomplish the attached Application to Swap, and submit the same together with your Swift Common Stock Certificates, duly endorsed in blank, to Securities Transfer Services, Inc., 4th Floor, Benpres Bldg., Exchange Road cor. Meralco Ave., Pasig City. For inquiries about RFM and this offer, please call Mr. B.J. Sebastian or Mr. Ramon Lopez of RFM at Tel. 631-8101. For inquiries about the number of Swift Common Shares you may have, please call Mr. Eduardo Castro or Ms. Menchie Millares of Securities Transfer Services at Tel. 631-8024 up to 30. prLL Considering the benefits not only in the short term but also in the long term, I would like to encourage all Swift Common Stockholders to avail of this offer within the limited period available. Very truly yours, (SGD.) JOSE CONCEPCION III President & CEO, RFM Corporation President & CEO, Swift Foods, Inc TERMS OF THE SHARE SWAP The Company: RFM Corporation Subject Shares: Swift Common Shares. Receiving Agent: Securities Transfer Services, Inc. Offer to Swap: RFM Corporation is Offering one (1) RFM Common Share in exchange for three (3) Swift Common Shares. Fractional Swift Common Shares shall be paid P2.00 per share. The fractional shares shall be paid within thirty (30) trading days after the end of the Offer Period. Entitlement: Every Existing Swift Common Stockholder of record as of February 26, 1999 is entitled to subscribe to the Share Swap. Offer Period: March 15, 1999 to April 12, 1999. Application: Swift Common Stockholders who wish to exchange their Swift Common Shares for RFM Common Shares should accomplish the Application to Swap and submit the same together with the relevant Swift Common Stock Certificate(s), duly endorsed in blank and sample signature card to the Receiving Agent, Securities Transfer Services, Inc., 4th Floor, Benpres Building, Exchange Road cor. Meralco Avenue, Ortigas Center, Pasig City, Tel Nos. 631-8024 to 30, not later than 5:00 p.m. on the date of closing of the Offer. The Company, at its sole discretion, and without giving any reason thereof, shall have the right to reject or accept any Application to Swap. The Company has authorized the receiving agent to accept or reject, in whole or in part, any application in its behalf. Shareholder Rights: The RFM Common Shares being offered in exchange for Swift Common Shares have the same rights and privileges as any other outstanding RFM Common Share. Swap Expenses: The sales tax, stock broker's fees, VAT, PCD charges, documentary stamp tax, and stock certificate costs pertinent to the swap of Swift Common Shares for RFM Common Shares shall be for the account of the Company. Acceptance of Applications: Applications shall be deemed automatically accepted at the end to the Offer Period unless sooner withdrawn in writing. The notice of withdrawal, to be effective, must be received by the Receiving Agent before the end of the Offer Period. Issuance of Stock Certificates and Payments for Fractional shares: RMF Common Stock Certificates and payments for available within thirty (30) trading days after the end of the Offer Period for pick-up by the applicant at the office of RFM Corporation's Transfer Agent, Far East Bank and Trust Company, 9/F FEBTC Centre, Senator Gil J. Puyat Ave. Extension, Makati City. Tel Numbers. 891- 4752, 845-9484, 845-9477 & 845-9471. Stock certificates and payments that remain unclaimed after a period of thirty (30) days thereafter shall be sent by registered mail to the address stated in the application form at the risk of the applicants. APPLICATION TO SWAP This Application, together with the duly endorsed Swift Common Stock Certificates, must be received not later than April 12, 1999, 5:00 p.m. Applicants received thereunder or without the attachment specified below will be rejected. This application is deemed automatically accepted at the end of the offer period unless sooner withdrawn in writing. The notice of withdrawal, to be effective, must be received by the Receiving Agent before the end of the Offer Period. The undersigned registered stockholder (the "Applicant") of SWIFT FOODS, INC. ("Swift") hereby applies to exchange the number of Swift Common Shares indicated herein below for RFM Corporation ("RFM" or the "Company") Common Shares at a swap ratio of One (1) RFM Common Share for every Three (3) Swift Common Shares. Fractional Swift Common Shares shall be paid P2.00 per share. Payment for the fractional shares shall be made within thirty (30) trading days after the end of the Offer Period. LLphil The Applicant has enclosed the attached Swift Common Stock Certificate(s): Swift Stock Certificate No. No. of Swift Common Shares Total Swift Shares: Swap Ratio # Swift: 1 RFM *Equivalent RFM Common: * Note: Equivalent RFM Common = Total Swift shares /3 The Applicant in executing this Application, warrants that he has read and understood, and has relied solely upon the Terms of the Offer set forth in the attachment to this Application. The Applicant understands that no person has been authorized to give any information or to make any representation with respect to the shares subject hereof. Applicant's Full Name (Print) Applicant's Address Applicant's Signature Tel. No.(s). T.I.N. Nationality Requirements for Corporate Applicants : Notarized Secretary's Certificate setting forth the resolutions of the Applicant's Board of Directors or equivalent body authorizing swap of shares subject to this application, and designated signatures for the purpose. Acceptance : This application is hereby accepted subject to the terms and conditions set forth herein. Securities Transfer Services, Inc. Authorized Signature: Date: