PSE Circular for Brokers No. 689-99

April 7, 1999 PSE CIRCULAR FOR BROKERS NO. 689-99 April 6, 1999 PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Centre Exchange Road, Ortigas Centre City of Pasig Attention: Ms . Grace B . de Guia Asst . Manager Disclosure Department Gentlemen/Madam : In compliance with Rules of the Philippine Stock Exchange, please be advised that during the Special Stockholders' Meeting of Marsman & Company, Inc. (MCI) held today at 3:30 p.m. the Stockholders' approved, among other matters, the following: 1. To consider the April 6, 1999 Special Meeting as the Annual Shareholders' Meeting of Corporation in lieu of the meeting to be held in May of this year. 2. The quasi reorganization plan for the Corporation which will involve the following: a. reduction of the Corporation's Paid-in and Issued Capital via a Reverse Stock Split, i.e., exchanging every two (2) shares by a shareholder into one (1) share; b. the utilization and application of the Corporation's Additional Paid-in Capital to wipe out its Negative retained Earnings; LLjur c. amendment of the Corporation's Articles of Incorporation to reduce the Authorized Capital Stock to One Billion Two Hundred Million (1,200,000,000) shares from One Billion Six Hundred Fifty Million (1,650,000,000) shares; d. authorizing the Corporation's Stock and Transfer Agent to effect the automatic adjustment of a shareholder's holdings once the necessary approvals for the reverse stock split are secured from the Securities and Exchange Commission and the Philippine Stock Exchange; e. authorizing the Corporate Secretary to formulate the guidelines for implementing the reverse stock split, issuance of the new stock certificates and to eliminate fractional shares. LLpr 3. The recapitalization plan for the Corporation's subsidiary, Metro Drug, Inc, which will involve the following; a. Allowing a third-party investor to invest P300,000,000.00 into Metro Drug, Inc. MDD by subscribing to 300,000.00 shares from MDI's unissued capital stock, b. MCI will waive its pre-emptive right to MDI's unissued capital stock to allow me third-party investor to subscribe to 300,000,000 shares of MDI'S unissued capital stock; c. The sale of a portion of the Corporation's holdings in MDI equivalent to 17.5% to the third-party investor at its par value of P1.00. 4. The amendment of the Corporation's Articles of Incorporation to change the corporate name to METRO ALLIANCE HOLDINGS AND EQUITIES CORP. 5. The election to the Board of Directors of: Michael Davis, Joven Reyes, Paul Kleiner, Jose R. Perez, Kasigod V. Lanias, Renato B. Magadia, Andres Gatmaitan (SGD.) AVELINO M. SEBASTIAN, JR. Corporate Secretary