Zeus Holdings, Inc.

December 17, 1999 PSE CIRCULAR FOR BROKERS NO. 3234-99 SUBJECT : Zeus Holdings, Inc . Zeus Holdings, Inc. ("ZHI") informed the Exchange that in the special meeting of its Board of Directors held on December 15, 1999, the following measures were passed and approved by a majority of the Board of Directors: RESOLVED, That the Board of Directors of Zeus Holdings, Inc. (the "Corporation"), further to the resolution approved by a majority of the Board of Directors during its special meeting held 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); xxx xxx xxx RESOLVED FURTHER, That the foregoing resolutions shall be effective only upon the approval by the Board of Directors of Republic Cement Corporation of the issuance of new shares in exchange for shares in the Corporation; For your information. cdlex (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 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.