A Brown Company, Inc.

December 8, 1999 PSE CIRCULAR FOR BROKERS NO. 3130-99 SUBJECT : A Brown Company, Inc . A Brown Company, Inc. ("BRN") furnished the Exchange a copy of its Amended SEC Form 11-A for the fiscal year ended December 31, 1998 with additional information on the following items: Item 1. Business ". . . A Brown Company is a publicly listed corporation with major interest in the manufacture and/or distribution of a wide array of chemical formulations and consumer products, property development, agribusiness and investments in listed companies. It is committed to the responsible and creative utilization and management of resources for the development of products, services and properties that contribute to the common good. On 11 May 1999 during the Special Stockholders' Meeting of A Brown Company, Inc. ("ABCI") wherein a quorum was present and voting, 2/3 of the stockholders approved, confirmed and ratified the Plan of Merger of ABCI and five of its wholly-owned subsidiaries, namely: A Brown chemical Corporation, Geoex Farms, Inc., East Pacific Investors Corporation, Terra Asia Pacific Development Manager, Inc. and Victorsons Trans Cargo Systems, Inc. and the amendment of the Third Article of the Amended Articles of Incorporation of ABCI changing the principal office from Cainta to Tanay Rizal. Application for such was already filed with the SEC. . . ." Item 9. Directors and Executive Officers of the Registrant b) The Board of Directors were retained as in 1997 except for the following changes: LibLex 1. Atty. Sixto S. Sandejas II because of his untimely death on March 1999. Atty. Olivia P. Pedere is designated as the Corporate Secretary of A Brown Company, Inc. Atty. Pedere, 34 years of age, is presently the Associate Lawyer of Pastelero Law Office. 2. In lieu of Atty. Sandejas likewise a director, Mr. Guido A. Delgado was voted into the Board. Mr. Delgado had been a consultant of A Brown Company, Inc. Cagayan De Oro Operation (since 1990) and formerly the President & CEO of National Power Corporation (1994-1998). Mr. Delgado, 41 years of age, is presently the President & CEO of G.A.A. Delgado, Inc. (proprietor) and Program director of SZAED (Special Zone for Peace and Dev. Accelerated Enterprise Dev.) c) Family Relationships Dr. Walter W. Brown, the Chairman of the Board of Directors, is married to Annabelle Pizarro Brown. Their daughter, Patricia Anne Brown Juat and her husband Victor P. Juat are both directors of the corporation. Mr. Robertino E. Pizarro, the Executive Vice President of the corporation, is the brother of Annabelle P. Brown while director Josefina Anita B. King is the sister of Dr. Walfer K Brown. LexLib d) Involvement in Certain Legal Proceedings Please refer to 34-C Definitive Annual Stockholders' Meeting filed last June 7, 1999. llcd Directors hold office for one (1) year until their successors shall have been elected and qualified. There is no person who is not an executive officer but is expected by the company to make a significant contribution to the business. Item 10. Executive Compensation c) ". . . There are no other material term or other arrangements, other than the above to which any director officer named above was compensated." Item 11. Security Ownership of Certain Beneficial Owner b) ". . . As Phil. Realty is a separate & distinct corporate entity from A Brown Company, Inc., we do not have access to its corporate structure and/or the respective shareholdings of its stockholders. This matter could be addressed by the officers and/or directors of Phil. Realty. llcd c) Changes on control There had been no change of control in the company that had occurred since the beginning of the last fiscal year. Furthermore, management is not aware of any arrangement which may result in a change in control of the company. cdll d) Voting Trust holder No person holds 10% or more of the common stock of the company under a voting trust or similar agreement. A copy of BRN's Amended SEC Form 11-A for the fiscal year ended December 31, 1998 is available for reference at the PSE Centre and PSF-Plaza Libraries. For your information. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings and Disclosure Group