Republic Cement Corporation

December 17, 1999 PSE CIRCULAR FOR BROKERS NO. 3233-99 SUBJECT : Republic Cement Corporation Republic Cement Corporation ("RCM") informed the Exchange that in another Special Meeting of its Board of Directors held on December 16, 1999, the Board authorized the following: 1. The exchange of the majority interests and the minority equity interest in Fortune Cement Corporation, Zeus Holdings, Inc. and Iligan Cement Corporation for fully paid up new shares, or convertible loan notes, in the Corporation in accordance with the swap ratios established by the independent valuation made by ABN AMRO Asia-Corporate Finance Limited (attached as Schedule 1); 2. The assignment of the Corporation's lands, Mineral Production Sharing Agreement ("MPSA"), including all mineral titles and applications, to a landholding and mining corporation to be established in joint venture with the other companies to be integrated with the Corporation ("Landco"); prcd 3. The execution of a shareholders' agreement with the shareholders in Landco 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; cdll 4. The amendment of the Corporation's Articles of Incorporation in order to: (i) increase the Corporation's authorized capital stock as set forth in the Seventh Article of the Articles of Incorporation to P5,000,000,000 divided into 4,999,978,500 common shares with a par value of P1.00 per share and 215 shares of 8% cumulative preferred shares of the par value of P100.00 per share; (ii) 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. 5. The calling of a special meeting of the stockholders on February 14, 2000 and designating January 20, 2000 as the record date of the stockholders who will be entitled to notice and vote in the special stockholders' meeting. cdlex 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. llcd 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 of Paid Up of 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. prcd