PSE Circular for Brokers No. 1452-99

June 21, 1999 PSE CIRCULAR FOR BROKERS NO. 1452-99 In the Regular Meeting of the Board of Directors of MUSIC Corporation last Saturday, 19 June 1999, the following matters were taken up and approved. 1. The election of the following officers: Chairman Bartholomeus Van Hedel President Michael Burton Corporate Secretary Mitos Zshornack Treasurer Noli Dayuta 2. In achieving the objectives of the continuing corporate restructuring, the following Management initiatives were approved: a. Adoption of the stockholders' resolution on the Amendment of the Primary Purpose of the Articles of Incorporation; b. Approval of the incorporation of and investment in a wholly owned domestic subsidiary principally catering to the manufacturing requirements of all other subsidiaries within the MUSIC Corporation Group of Companies and with a capability to contract independently with other third party manufacturing requirements; LexLib c. Subject to all requirements of the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE), approval of the issuance of Warrants to MUSIC Corporation Shareholders as of a date to be set by the SEC or PSE (Reference Date) with the option to purchase underlying Music.com, Inc. shares of stock. The parameters of the terms and conditions of the Warrants shall be the following: i) The option to purchase the underlying Music.com. Inc. shares shall be pro-rata; ii) The Warrant issue price and the Warrant exercise price shall be the cost of MUSIC Corporation's investment in Music.com. Inc.; cdt iii) The option to purchase the underlying shares of the Warrants shall be dependent on the happening of either of two trigger events, [I] acquisition by a third party of a majority of Music.com, Inc. shares and [II] an Initial Public Offering of Music.Com, Inc.; iv) Communications with the MUSIC Corporation Shareholders as of the stated Reference Date shall commence only after the approvals of the SEC, PSE and the successful completion of the fund raising of Music.com, Inc. discussed in item 3 below. 3. Under terms and conditions to be determined by management of Music.Com. Inc., to pursue direct private investments for up to 15% of Music.com, Inc.'s authorized capital. prLL 4. An Employee retirement Plan has been instituted by the Company. (SGD.) MITOS TANTUICO ZSHORNACK VP Corporate Affairs