PSE Circular for Brokers No. 316-99

February 22, 1999 PSE CIRCULAR FOR BROKERS NO. 316-99 TERMS OF SWIFT-RFM SHARES SWAP ANNOUNCED February 19, 1999 NEWS RELEASE RFM CORPORATION Food and beverage conglomerate RFM Corporation disclosed the terms of the Swift RFM shares swap based on the current valuation of RFM and SFI. All Swift stockholders as of February 26, 1999 are eligible to apply for the shares swap at a ratio of three (3) Swift shares to one (1) RFM share. Fractional shares arising from the exchange will be paid in cash at the rate of P2.00 per SFI share. LLphil RFM President and CEO Jose A Concepcion III said that "The share swap is meant to give Swift shareholders the chance to move into a more actively traded stock and more broadly diversified food company that RFM represents." Concepcion explains that "With the closing price of RFM today at P5.40, the implied price at the above swap ratio is at P1.80 per SFI share. This is still a 20% premium over SFI's closing price today of P1.50, which rallied by 67% on news of this swap." Also, the effective price of P1.80 per SFI share comes out better than the P1.3 per share book value of SFI today, for a 39% premium. cdlex Concepcion clarified that the exchange of shares is being offered to all Swift shareholders on a purely voluntary basis. Swift stocks will remain to be publicly listed in the stock exchange but will most likely be a very illiquid stock with low trading volumes. This share swap offer is being made also to refocus investors' attention to the more actively traded RFM stock (for a food and beverage play), and to Cosmos (for a pure beverage play). "We hope to encourage the current minority shareholders to take on the swap as RFM offers a broader portfolio in a more resilient food and beverage industry. The diversified revenue base of RFM should strengthen its bid to become a leading player in the industry", Concepcion said. "More exciting developments are bound to take place in other subsidiaries which should benefit the whole RFM group. Talks are ongoing for the entry of strategic partners in some of our subsidiaries. Selective expansion and M&A possibilities are expected in a number of businesses where we are in, especially in the fast-growing food service industry. Opportunities are also currently being studied for strategic alliance in related businesses.", Concepcion added. "In doing all these, RFM envisions to increase shareholders value and become an index stock by the year 2000, and emerge as the leading food and beverage company in the Philippines", Concepcion emphasized. cdll The offer period for the swap is from March 15, 1999 up to and until 5:00 pm of April 12, 1999.