PSE Circular for Brokers No. 734-99

April 13, 1999 PSE CIRCULAR FOR BROKERS NO. 734-99 April 12, 1999 PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Center Exchange Road, Ortigas Center City of Pasig Attention: Ms . Grace B . de Guia Asst . Manager Disclosure Department Gentlemen/Madam : Further to the disclosure transmitted to your office on 6 April 1999 concerning the Special Stockholders' Meeting of Marsman & Company, Inc. held on the same date, attached please find a copy of the required SEC Form 11-C which was filed with the Securities and Exchange Commission. LLpr Truly yours, AVELINO M. SEBASTIAN, JR. Corporate Secretary MARSMAN & COMPANY, INC. REPORT Please be informed that during the Special Stockholders Meeting of MARSMAN & COMPANY, INC. (MCI) held on April 6, 1999 the stockholders of said Corporation approved the following: 1. The proposal to consider the April 6, 1999 Special Stockholders' Meeting as the corporation's Annual Stockholders' Meeting in lieu of the annual meeting to be held in May of this year; 2. The proposed quasi-reorganization plan for MCI which will involve the following: a. the reduction of MCI's Pain-in and Issued Capital via a Reverse Stock Split which will require MCI shareholders to exchange every two (2) shares held into one (1) new share; b. the utilization and application of the resulting Additional Paid-in Capital to eliminate its Negative Retained Earnings; c. amendment of the Corporation's Article of Incorporation to reduce the Authorized Capital Stock from One Billion Six Hundred Fifty Million (1,650,000,000) shares to One Billion Two Hundred Million (1,200,000,000) shares; LexLib d. authorizing the Corporate Secretary to formulate the guidelines for implementing the reverse stock, the issuance of new share certificates and the elimination of fractional shares; e. authorizing the Corporation's Stock and Transfer Agent to execute the automatic adjustment of the shareholders holdings once the necessary approvals for the reverse stock split are secured from the Securities and Exchange Commission and from the Philippine Stock Exchange, and to accept payment for the fractional shares from and remit the same to the relevant shareholders of Marsman & Company, Inc.; 3. The proposal to recapitalize Metro Drug, Inc. (MDI), a subsidiary of the Corporation, which will involve the following: a. allowing a third-party investor, The Zuellig Corporation or its designee, to acquire Three Hundred Million (300,000,000) unissued shares of common stock of MDI for and in consideration of the sum of Three Hundred Million (P300,000,000.00) Pesos; b. Marsman & Company, Inc. will waive its pre-emptive right to the 300,000,000 MDI shares to be subscribed by The Zuellig Corporation or its designee; c. simultaneous with the purchase of the 300,000,000 MDI unissued shares by The Zuellig Corporation, Marsman & Company, Inc. shall from its existing shareholdings in MDI sell to The Zuellig Corporation or its designee thirty-five million (35,000,000) shares for and in consideration of the sum of Thirty-five Million (P35,000,000.00) Pesos; cdt 4. The proposal to amend the Corporation's Articles of Incorporation to change the corporate name to Metro Alliance Holdings & Equities Corp. Further, at the April 6, 1999 Special Stockholders' Meeting the following were nominated and were elected by the Shareholders to the Board of Directors for the in-coming fiscal year: Michael C. Davis Renato B. Magadia Joven D. Reyes Kasigod V. Jamias Paul Kleiner Jose R. Perez Andres Gatmaitan Pursuant to the requirements of the Revised Securities Act, Marsman & Company, Inc. has duly caused this report to be signed on its behalf by the undersigned as Corporate Secretary. LexLib This April 8, 1999. (SGD.) AVELINO M. SEBASTIAN, JR. Corporate Secretary MARSMAN & COMPANY, INC.