Fortune Cement Corporation

December 17, 1999 PSE CIRCULAR FOR BROKERS NO. 3232-99 SUBJECT : Fortune Cement Corporation Fortune Cement Corporation ("FCC") informed the Exchange that in the special meeting of its Board of Directors held on December 16, 1999, the following measures were passed and approved: LexLib I. RESOLVED, That the Board of Directors of Fortune Cement Corporation (the "Corporation"), further to the resolution approved during the special meeting of the Board of Directors on December 8, 1999, hereby favorably recommends to the Corporation's stockholders the exchange of their shares in the Corporation for new fully paid up shares or convertible loan notes to be issued by Republic Cement Corporation in accordance with the swap ratios established by the independent valuation made by ABN-AMRO Asia Corporate Finance Ltd. (attached as Schedule 1); RESOLVED FURTHER, That, in order to carry out the recommendation to integrate the Corporation's operations and activities with the operations and activities of Republic Cement Corporation, Zeus Holdings, Inc. and Iligan Cement Corporation (the "Integration"), the Board of Directors of the Corporation authorize, as it hereby authorizes, the following acts, subject to the approval of the Corporation's stockholders, whenever required; a. the assignment of the Corporation's lands, Mineral Production Sharing Agreement ("MPSA"), including all mineral titles and applications, to a land holding and mining corporation to be established in joint venture with other companies to be integrated with the Corporation ("Landco"); b. the execution of a shareholders' agreement with the shareholders in Landco at such appropriate time as may be necessary and the execution of long-term mineral supply agreement, long-term lease agreement, deed of assignment, technical services agreement and all such other agreements with Landco as may be necessary in order to effectuate and bring into completion the objective of the Integration; and c. the amendment of the Corporation's Articles of Incorporation in order to change the Corporation's Primary Purpose, as set forth in the Second Article of the Articles of Incorporation, by removing therefrom all references to ownership of lands, except outside of the Philippines, and engaging in mineral exploration, extraction and quarrying pursuant to an MPSA or such other mining permit or application in the Philippines, as may be necessary in order to effectuate and bring into completion the objective of the Integration subject to the approval of the creditors. cdll II. RESOLVED, That the Board of Directors of Fortune Cement Corporation (the "Corporation") sets, as it hereby does, (i) the Corporation's special stockholders' meeting on February 14, 2000 at such time and place as may be approved by the Board, and (ii) the record date for determining the stockholders entitled to notice and vote during the said meeting on January 15, 2000. LexLib xxx xxx xxx For your information. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings and Disclosure Group 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 share into the integrated holding company will be based on the relative values set out below. The share swap ratios are: 1000 Republic Cement Corporation ordinary shares are equivalent to: 1575 Fortune Cement Corporation ordinary shares, or LibLex 14411 Zeus Holdings Inc. ordinary shares, or 206 Iligan Cement Corporation ordinary shares. 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 Final Number o f Paid Up o f Paid Up Shares Shares Used in Valuation 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.