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

February 9, 2000 PSE CIRCULAR FOR BROKERS NO. 314-00 SUBJECT : Merger of Bacnotan Cement Corporation, Davao Union Cement Corporation and Hi Cement Corporation Hi Cement Corporation ("HCC") informed the Exchange that the Securities and Exchange Commission (SEC) approved on February 8, 2000 the following matters: cdlex 1. The merger of Bacnotan Cement Corporation and Davao Union Cement Corporation into Hi Cement Corporation, the surviving corporation; 2. The change in the corporate name of the surviving corporation from Hi Cement Corporation to Union Cement Corporation; 3. The increase of the authorized capital stock of Union Cement Corporation from P4,270,000,000 to P10,000,000,000, the increase consisting of 5,730,000,000 common shares with the par value of P1.00 per share; 4. The change of accounting period of Union Cement Corporation from fiscal to calendar year; and 5. The change of date of the annual meeting of shareholders of Union Cement Corporation from the third Thursday of October to the third Tuesday of April. In connection with the merger, the procedure for trading BCC and DUC shares is as follows: cdlex 1. The trading of BCC, DUC and HCC shares will-be suspended today, February 10, 2000 , 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 DUC shares listed in the Exchange will be consequently delisted. Simultaneously, new HCC shares to be swapped for BCC and DUC shares shall be listed. 2. HCC will honor BCC and DUC 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 DUC stock certificate will be multiplied by 0.571 in translating DUC shares to equivalent HCC shares. llcd 3. For purposes of trading in the Exchange, holders of BCC and DUC stock certificates have the following options: a. To hold and trade for thirty (30) calendar days immediately following the listing of additional HCC shares their BCC and DUC shares as HCC shares using the abovementioned ratios; b. To surrender within the same thirty (30) calendar day period their BCC or DUC stock certificates for replacement with HCC stock certificates reflecting the actual number of HCC shares to which BCC or DUC shareholder is entitled to. All holders of BCC or DUC shares may surrender their BCC or DUC 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 cdll After the lapse of the said thirty (30) calendar day period, BCC and DUC certificates shall no longer be honored for the purpose of trading in the Exchange. However, BCC and DUC shareholders shall still have the right to have their BCC and DUC stock certificates replaced with HCC stock certificates upon presentation to the stock transfer agent of HCC. Furthermore, the change in the corporate name of Hi Cement Corporation to Union Cement Corporation will be reflected in the Exchange's computer system (electronic board and ticker) on Friday, February 11, 2000 . Pending further advice from the company, the stock trading symbol of Union Cement Corporation will be reflected in the Exchange's computer system on listing date of the merger shares. For your information and guidance. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings & Disclosure Group