Offer to Swap RFM Common Stock for Swift Common Stock

March 15, 1999 PSE CIRCULAR FOR BROKERS NO. 485-99 March 12, 1999 PHILIPPINE STOCK EXCHANGE, INC . Disclosure Department Listings and Disclosure Group Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City Fax No. 637-8811; 636-0809 Attention: Ms . Grace de Guia SUBJECT : Offer to Swap RFM Common Stock for Swift Common Stock Gentlemen : Pertinent to the above subject, pleasure receive the attached procedures to be followed by brokerage firms in connection with the swapping of Swift Common Shares Lodged under the Philippine Central Depository (PCD). For inquiries regarding the said procedures, please contact Mr. Jay Nacino, PCIB Securities, Inc., Tel. Nos. 891-2083 to 84. LLpr Thank you very much. Very truly yours, (SGD.) RAYMOND B. AZCARATE Vice President Finance Division RFM-SWIFT SWAP In connection with the ongoing tender offer of RFM Corp . to swap RFM shares for the shares of Swift Food, Inc. owned by minority shareholders, herewith are the stock transfer guidelines for brokers whose clients are participating in the said swap. I. Transfer of Swift Shares All participating Swift shares held by brokers under their respective Philippine Central Depository (PCD) accounts are to be electronically transferred to PCTB Securities, Inc. (PCIBSI) PCD Account B131. PCIBSI will act as custodian in trust for the Swift minority shareholders. the transfer period shall begin on March 15, 1999 and shall end on the last day of the offer period, April 12, 1999. Only Swift shareholders who purchased shares up in February 26, 1996 will be eligible to participate in the swap. PCD has provided PCIBSI with an account of the number of eligible shares each broker can submit and any shares submitted beyond this number will be rejected by PCIBSI. PCIBSI will reimburse each participating broker for the PCD charges pertaining to one transfer per broker. However, all charges for subsequent retrievals and/or transfers will be for the participating broker's account. Therefore, each participating broker is encouraged to effect only one transfer for all his clients. The swap ratio is one RFM share for three Swift shares. For participating brokers whose clients wish to include their fractional shares (defined as a lot consisting of one or two Swift shares) in the tender offer, the broker may, at his own initiative and for his own account, consolidate the fractional SFI shares to form exchangeable blocks, and receive RFM shares in return. In the event that after combining the fractional SFI shares under their position, the participating broker continues to submit fractional SFI shares, RFM will purchase these shares at PhP 2.00 per share and will distribute payment on settlement date of the cross transaction (T+4). For orderly transfer and accurate tracking, the participating broker should fax then deliver in original a letter to PCIBSI (see attached sample) for the attention of Ms. Gretel D. Orejudos citing the exact number of shares being transferred and thus committed to the swap. Please fax to number 750-6287. PCIBSI will fax back receipt and confirm. cdlex All other shareholders who wish to participate but whose securities are still in physical scrip outside the PCD should surrender them to Securities Transfer Services, Inc. (STSI). Any fractional shares will be reimbursed at PhP 2.00 per share. II. Transfer of RFM shares The RFM shares will be made available for trading on the date of the cross transaction, which shall be within thirty (30) trading days from the end of the offer period PCIBSI will electronically transfer the shares due to each of the participating brokers on T or not later that T+3 into their respective PCD accounts, for shareholders who submitted their SFI certificates to STSI, FEB Stock Transfer, Inc. as agents for RFM Corp. will have the corresponding RFM shares ready for the swap participants to pick up on the cross date. PCTD SECURITIES, INC. 20/F PCIB Tower I, Makati Ave., Makati City Attention : Mr . Ramon Vicente T . Kabigting Vice President and General Manager Ms . Gretel D . Orejudos Operating Manager Gentlemen, __________________________________ is delivering _____________ shares of Swift Food, Inc. (Swift) representing the holdings purchased up to February 26, 1999 of our clients who wish to participate in the RFM-Swift share swap. Our clients commit to sell and authorize PCIB Securities, Inc. (PCIBSI) to sell these Swift shares to RFM Corp. in exchange for RFM shares under the terms of the swap. These Swift shares will be held in custodianship by PCIBSI until such time that the exchange for RFM shares has been effected by PCIBSI. Thank you very much. Very truly yours, ____________________ Authorized signatory/ies PCIBSI hereby accepts _________________________________ Swift shares from _______________________________ and shall hold these shares in custody for purposes of selling them to RFM Corp. and settling the same sale under the terms and (missing word)