Marsman & Company, Inc.

March 5, 1999 PSE CIRCULAR FOR BROKERS NO. 416-99 SUBJECT : Marsman & Company, Inc . Further to Circular No. 360-99 dated February 26, 1999, Marsman & Company, Inc. ("MARS") furnished the Exchange a copy of its SEC Form 34-C (Preliminary Information Statement) in connection with its Special Stockholders' Meeting which will be held on April 6, 1999 , at 3:30 p.m., at the Fontaine Room, The Mandarin Oriental Hotel, Paseo de Roxas, Makati City. The agenda for the meeting shall be as follows: 1. Call to Order 2. Certification of Notice and Quorum 3. Approval of the Proposal to consider the April 6, 1999 Special Stockholders' Meeting to be in lieu of the Annual Stockholders' Meeting to be held in May 1999 4. Approval of the Minutes of the Annual Stockholders' Meeting held on May 29, 1998 5. Report of the President/Presentation of the Annual Report 6. Ratification of the actions and proceedings taken by the Board of Directors and Corporate Officers since the May 29, 1998 meeting of the stockholders 7. Approval of the Corporation's Quasi-Reorganization Plan which will involve the following a. The reduction of the Corporation's Paid-in Capital via a Reverse Stock Split or exchanging every two (2) shares held for one (1) share; b. The reduction of the Corporation's Authorized Capital Stock to comply with the minimum subscription statutory requirement; and c. The application of the Corporation's resulting Additional Paid-in Capital to eliminate its Negative Retained Earnings. 8. Approval of the plan to recapitalize the Corporation's subsidiary, Metro Drug, Inc. 9. Approval of the proposal to change the corporate name 10. Election of the Board of Directors 11. Appointment of External Auditor 12. Other Business 13. Adjournment As previously announced, stockholders of record as of March 12 , 1999 are entitled to notice of, and to vote at, said meeting. A copy of MARS' Preliminary Information Statement is available for reference at the PSE Library and PSE-Plaza Administration Office. For your information. (SGD.) JOSE LUIS U. YULO, JR. President and CEO