PSE Circular for Brokers No. 434-00

February 22, 2000 PSE CIRCULAR FOR BROKERS NO. 434-00 February 21, 2000 Philippine Stock Exchange Tektite Tower I Exchange Road, Ortigas Centre Pasig City Attention: Ms. Grace B. de Guia Gentlemen : The Company is at present exploring the possibility of entering into ventures and other lucrative alliances which may or may not be related to its current business, i.e. cement manufacturing. In order to successfully undertake the same, the Board of Directors approved in the meeting held today, a corporate restructuring consisting of the transfer of all of its assets (including, among others, land and land improvements, equipment, machinery, contracts, and mining rights) together with the liabilities incurred and/or obligations arising in connection therewith, to a wholly owned subsidiary to be hereafter organized. Such wholly owned subsidiary shall be named "Pacific Cement (Philippines), Inc.", or such other corporate as may be approved by the Securities and' Exchange Commission and shall assume the cement manufacturing and other allied businesses of the Company. The transfer of the cement manufacturing business to a separate entity was recommended and approved in order not to burden the future undertakings of the Company with the liabilities/obligations of the cement manufacturing operations. It was noted that the subsidiary will be wholly owned by the Company and therefore, within the full control and direction of the company. prcd The foregoing transaction was approved subject to the approval of shareholders representing at least 2/3 of the outstanding capital stock of the Company in a meeting to be duly called for such purpose, and upon compliance with the requirements of Republic Act No. 3952 (as amended) otherwise known as the "Bulk Sales Law. To complete its restructuring, the Board also approved in the same meeting, subject to the approval of shareholders representing at least 2/3 of the outstanding capital stock of the Company In a meeting to be duly called for such purpose, (1) the amendment of the primary purpose of the company, from manufacturing to that of a holding company; 2) the change of its corporate name from "Pacific Cement Company, Incorporated" "PACEMCO Holdings. Inc." ; (3) the amendment of the corporate by laws to delete therefrom the pre-emptive right of shareholders; and (4) the delegation to the Board of Directors of the power to amend the corporate by laws. LibLex Finally, the Board of Directors approved the holding of the annual shareholders' meeting on 31 March 2000, in lieu of the last day of April (as specified in corporate by laws), for, among others, the election of directors for the fiscal year 2000-2001 and to present the foregoing matters for approval of the stockholders. All shareholders of record as of the close of business hours on 7 March 2000 shall be entitled to notice of, and to vote at, the annual shareholders' meeting. Any stockholder unable to attend the annual shareholders' meeting in person may appoint a proxy provided that proxies shall be submitted to the Office Of the Corporate Secretary not later than 48 hours prior to said meeting. Should you wish further clarification on the matter, please do not hesitate to let us know. LexLib Very truly yours, PACIFIC CEMENT COMPANY, INC. (SGD.) GRETA T. DE RAMOS Treasurer/Corporate Information Officer