PSE Circular for Brokers No. 360-99

February 26, 1999 PSE CIRCULAR FOR BROKERS NO. 360-99 February 25, 1999 PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Centre Exchange Road, Ortigas Center City of Pasig, M.M. Attention: Ms . Maria Isabel T . Garcia Listing Group Date Compliance and Monitoring Department RE : Marsman & Company, Inc . Gentlemen/Madam : In compliance with our continuing obligation under the Revised Securities Act and the relevant rules and regulations issued by the Securities and Exchange Commission, the Philippine Stock Exchange and other offices and agencies, please be advised that during a special meeting of the Board of Directors of Marsman & Co., Inc. ("Corporation") held today, the 25th of February 1999, the Board passed and approved the following resolutions: 1. A Resolution calling for a special meeting of stockholders on the 6th of April 1999. Said meeting shall be held in lieu of the annual stockholders' meeting usually held in May of each year. Hence, during the April 6, 1999 Special Stockholders' Meeting, the stockholders will elect a new Board of Directors; 2. A Resolution to present to the Corporation's stockholders the proposed quasi-reorganization plan aimed to wipe-out the Corporation's Negative Retained Earnings. The quasi-reorganization plan will involve the reduction of the Corporation's Paid-in Capital via a "reverse stock split" or a reduction of the Corporation's issued shares while maintaining its par value. The Plan will also require the reduction of the Corporation's Authorized Capital Stock to meet the minimum subscribed capital statutory requirement. Lastly, the Plan also requires that the resulting Paid-in Surplus be applied to completely wipe-out the Negative Retained Earnings; LexLib 3. Resolution to present to the Corporation's stockholders the proposal to recapitalize a subsidiary, Metro drug, Inc., through a third-party investor; 4. A Resolution to present to the Corporation's stockholders the proposal to change the corporate name in view of the Corporation's primary purpose as a holding company. A resolution was also approved the Corporate Secretary to initiate preparations for the Special Stockholders Meeting and to comply with the requirements of the Securities and Exchange Commission and the Philippine Stock Exchange. Very truly yours, (SGD.) AVELINO M. SEBASTIAN, JR. Corporate Secretary