Republic Cement Corporation

December 9, 1999 PSE CIRCULAR FOR BROKERS NO. 3149-99 SUBJECT : Republic Cement Corporation Attached is Republic Cement Corporation's ("RCM") disclosure regarding the integration of the company's operations and activities with Fortune Cement Corporation ("FCC"), Zeus Holdings, Inc. ("ZHI") and Iligan Cement Corporation. llcd Relative to the said integration, RCM requested the Exchange for a voluntary suspension of the trading of its shares for two (2) weeks to enable the Board of Directors to decide on the details of the proposed integration. In view thereof, the Exchange approved the company's request for voluntary suspension effective today, December 9, 1999. For your information. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings and Disclosure Group December 8, 1999 THE PHILIPPINE STOCK EXCHANGE Exchange Center Building Exchange Road, Ortigas Center Pasig City, Metro Manila Attention: Ms. Grace B. De Guia Assistant Manager Disclosure Department Gentlemen: Please be informed that in the special meeting of the Board of Directors of Republic Cement Corporation (the "Company") held today, the following measures were passed and approved: 1. The purchase by the Company of the cement distribution rights from Blue Circle Philippines, Inc. (previously acquired from Amon Trading Corporation and Jardine Davies, Inc.) cdlex 2. The recommendation to integrate the Company's operations and activities with the operations and activities of Fortune Cement Corporation and its subsidiary, Zeus Holdings, Inc. and its subsidiary and Iligan Cement Corporation in accordance with certain share swap ratios set out in Schedule 1 hereto attached, in order to achieve the objective of maximizing the value of the investments of the Company's shareholders through a listed corporation that is: llcd a) re-rated for a larger market share; b) with a larger assets, revenue base higher liquidity; prcd c) with a larger market capitalization; d) with improved operating efficiencies; and cdlex e) with an enhanced financial strength subject to the approval of the stockholders in a special meting to be called for the purpose at a later date. 3. The request to the Philippine Stock Exchange to allow the voluntary suspension of the trading of shares of the Company for two (2) weeks to enable the Board of Directors to decide on the details of the proposed integration. llcd 4. Acceptance of the resignation of Mr. Michael A Fitch as Director and the election of Mr. Peter J. Hoddinott to serve for the unexpired term of Mr. Michael A. Fitch. LexLib We trust that this report satisfies your disclosure requirement. Very truly yours, REPUBLIC CEMENT CORPORATION (SGD.) RENATO C. SUNICO Senior Vice President Finance Schedule 1 SHARE SWAP RATIOS The following relative share values are based on an independent valuation jointly commissioned by the Board of Directors of each company and prepared by ABN AMRO. Any offer to exchange shares into the integrated holding company will be based on the relative values set out below. LibLex The share swap ratios are: 1000 Republic Cement Corporation ordinary shares are equivalent to: cdll 1575 Fortune Cement Corporation ordinary shares, or 14411 Zeus Holdings Inc. ordinary shares, or cdll 206 Iligan Cement Corporation ordinary shares. llcd The above numbers are prepared assuming full conversion of outstanding convertible loan notes in the relevant companies, and approvals for increases in authorized/paid up capital, whenever applicable, are obtained as listed in the table below: Current Number of Paid Up Shares Used in Valuation Final Number of Paid Up Shares Republic Cement Corporation 1,667,111,198 1,667,111,198 Fortune Cement Corporation 1,730,976,000 2,943,837,867 Zeus Holdings Inc. 1,638,463,907 2,733,463,907 Iligan Cement Corporation 116,000,000 116,000,000 Notes: 1) The Fortune Cement Corporation's increase in number of paid up shares include the conversion of Convertible Loan Notes issued 1st July 1998 and 19th February 1999 for 346,195,200 ordinary shares and 866,666,667 ordinary shares, respectively. 2) The Zeus Holdings Inc.'s increase in number of paid up shares include the issuance of an additional 1,095,000,000 shares approved in the Zeus Holdings Inc.'s Board of Directors Meeting held on the 8th of December 1999.