PSE Circular for Brokers No. 564-00

March 6, 2000 PSE CIRCULAR FOR BROKERS NO. 564-00 March 3, 2000 The Philippine Stock Exchange Tektite Tower, Exchange Road Ortigas Center, Pasig City Attention : Disclosure Department SUBJECT : Board Meeting of March 3, 2000 Gentlemen : Please be advised that at subject meeting of the Board of Directors of the Pryce Corporation, the following actions were taken: 1. To change the name of the company form Pryce Corporation to Philgardens.com, Inc. It was explained that since about three years ago the Company has focused its property development efforts on memorial parks. Presently, the Company has four memorial parks in Mindanao, in the cities of Cagayan de Oro, Iligan, Dipolog and Zamboanga while two more the cities of Ozamiz and Davao are either under construction or in the process of securing regulatory approvals. In due course the Company will be developing memorial parks in urban centers in the Visayas and eventually, in Luzon, resulting in a nation-wide network of memorial parks. It was further explained that these memorial parks have uniform first-class quality, being fully landscaped and with scenic views. They are called "Gardens" (e.g.. Cagayan de Oro Gardens, Zamboanga Memorial Gardens) and literally are green parks for both the living and the departed ones. A buyer in one Pryce memorial park can exchange his plot for an equivalent plot in another Pryce memorial park, depending on his need, with no diminution in quality or price differential. In view of this, the memorial parks are ideal for a networking configuration. The company is now developing the market for these memorial parks through the Internet or the web to target Filipinos or those of Filipino descent living in North America and Europe, and later those Filipinos residing in other parts of Asia and the Middle East. The rationale for targeting overseas Filipinos is that, from experience, a very large chunk of purchases by local Filipinos of these memorial plots is funded by their relatives abroad, OCWs, Balikbayans, or foreigners married to Filipinos. It is thus deemed advisable to go directly via the Internet to the source of financing in marketing the company's memorial parks, among other marketing strategies. To be globally appealing and to catch the attention of overseas Filipinos, the name Philgardens.com will be adopted as domain name. In terms of timetable, the company expects its website to be operational by March 15, 2000 and to be transaction-capable by May 1, 2000. Over the next several years, the company will invest time, capital and other resources to ensure that its "online" marketing activities get off the ground and be successful. LexLib Considering that the company would be focusing its operations on memorial gardens, it will have to dispose of its inventories of other real estate properties in due course, or as soon as the property market recovers from its slump to allow the sale/disposal of these other properties. 2. To seek the eventual listing of Pryce Gases, Inc. (PGI) shares in the Singapore Stock Exchange Management reported that total revenues of PGI in 1999 increased by 77% to P1.1 billion with liquefied petroleum gas (LPG) accounting for 76% of sales. The volume of LPG sold doubled from 19,974 MT to 40,487 MT and it is estimated that PGI now accounts for about 18% to 20% of the LPG market in the Visayas and Mindanao. It was then proposed that PGI be listed independently given its high-growth performance and very encouraging prospects. Accordingly, the Management presented for the Board's discussion and consideration the preliminary proposals from overseas investment bankers to underwrite the initial public offering (IPO) of PGI's shares of stock in the Singapore Stock Exchange (SGX) This follows the successful launching recently of the stocks of at least four Philippine-based or Philippine-related companies in the SGX. It was explained that the IPO may include both primary and secondary shares and pricing may be in the range of 13 to 15 times prospective earnings per share. This may result in the reduction of the Company's equity interest in PGI to about 50% or a little lower than that figure. The final terms of the IPO and listing will be subject to the approval by the Board of Directors and other stockholders of PGI, the Securities and Exchange Commission (SEC) and/or the Philippine Stock Exchange (PSE). The Board then mandated the Management to continue negotiations with these investment banks with the end in view of successfully undertaking the IPO and listing the shares in the SGX. 3. Property Dividends It was also explained that the company may declare a portion of its shareholding in PGI as property dividends to shareholders of Pryce Corp., thus enabling these shareholders to actually and directly own shares of PGI and benefit from PGI's listing in the SGX. The final terms of this proposed dividend declaration will likewise be subject to approval by the Board of Directors of the company, the SEC and PSE. 4. Postponement of Stockholder's Meeting The Board also approved the postponement of the annual stockholders meeting to June 21, 2000 at 3;00 p.m.. This is in compliance with the disclosure requirements of the Philippine Stock Exchange. Very truly yours, (SGD.) REY NATHANIEL IFURUNG Corporate Secretary