PSE Circular for Brokers No. 374-00

February 16, 2000 PSE CIRCULAR FOR BROKERS NO. 374-00 February 15, 2000 SECURITIES AND EXCHANGE COMMISSION SEC Bldg. EDSA, Greenhills, Mandaluyong City, Metro Manila Attention: Ms . Linda Daoang Director, Money Market & Operations Department Gentlemen : NOTICE is hereby given that during the Special Stockholders' Meeting of A Brown Company. Inc. (ABCI) held today, 15 February 2000, the following resolutions have been approved: 1. Creation of a new corporation "RESOLVED, that the Corporation authorize, as it hereby authorizes, the creation and incorporation of a subsidiary-corporation or the SUBCO with the primary purpose of engaging in the business of manufacturing and trading of goods and the details of incorporation to be determined by the Board of Directors." LibLex "RESOLVED FURTHER, that the Corporation authorize, as it hereby authorizes, the sale of the trademarks and trade names of the chemical products and all other assets of the chemical division of the Corporation to the subsidiary-corporation referred to in the foregoing resolution. "RESOLVED FINALLY, that the Board of Directors is hereby authorized to determine, negotiate and agree on the terms and conditions of the sale, including the contract price, and to designate the authorized signatories for all documents required for the sale." 2. Sale of shares of stock "RESOLVED, that the Board of Directors be authorized to negotiate and enter into an agreement with a third party for the sale of the shares of stock of the subsidiary-corporation to be incorporated." 3. Mortgage of real properties "RESOLVED, that the Corporation authorize, as it hereby authorizes, the mortgage its real properties covered by Transfer Certificates of Title No. 565826, 582023, M-66043, M-66044, M-83375 and M-74093, issued by the Registry of Deeds of Rizal as collateral in securing the obligations of a subsidiary corporation. "RESOLVED FURTHER, that the Corporation authorize the mortgage of the real properties above described to secure the obligations of the SUBCO even after the ownership thereof has been transferred and of which the corporation has an interest." llcd 4. Dacion en pago to Landbank "RESOLVED, that for the partial settlement of the Corporation's outstanding to Landbank of the Philippines ("Landbank"), the Corporation authorize, as it hereby authorizes, the dacion to Landbank sixty-two (62) parcels of land located at Cagayan de Oro covered by Transfer Certificates of Title No. T-113435 up to T-113765, T-113871 up to T-113887, and T-113939 and with a total of 21,488 square meters and a parcel of land registered in the name of East Pacific Investors Corporation located at Upper Balulang, Cagayan de Oro City covered by Transfer Certificate of Title No. T-124135 with total area of 50,547 square meters, at a total dacion value of P224,903,280.00." "RESOLVED FURTHER, that the Corporation authorize the Board of Directors or any of its authorized representatives to negotiate and finalize with Landbank the restructuring of the remaining balance; and to sign, execute and implement any document or contract to implement the foregoing dacion and debt restructuring. 5. Loan restructuring with Solidbank "RESOLVED, that the Corporation authorize, as it hereby authorizes, the restructuring of its existing loan with Solidbank Corporation (the "Bank" for brevity). "RESOLVED FURTHER, that the Corporation is hereby authorized to mortgage, assign or otherwise encumber to the Bank real estate properties and shares of stocks of the Corporation in Xavier Sports and Country Club to secure any and all loans or credit accommodations granted by the Bank to the Corporation and W Brown Company, Inc. ("WBCI"), as well as any renewal and extension thereof, and to likewise secure any and all obligations thereafter incurred by the Corporation and WBCI in favor of the Bank. RESOLVED FINALLY, that the Corporation hereby authorizes the Board of Directors to designate the authorized signatories to sign, execute and deliver any and all documents necessary to effect the foregoing resolutions." Please be guided accordingly. cdll Very truly yours, (SGD.) OLIVA P. PEDERE Corporate Secretary