Southeast Asia Cement Holdings, Inc.

November 19, 1998 PSE CIRCULAR FOR BROKERS NO. 2622-98 SUBJECT : Southeast Asia Cement Holdings, Inc . Further to Circular for Brokers No. 2338-98 dated October 12, 1998 pertaining to the approval of the Board of Directors of Southeast Asia Cement Holdings, Inc. to 988,000,000 common shares of CMT, attached herewith is a clarification from CMT on the following: cdt 1. Reason for the issuance of shares/purpose of the funds to be raised 2. Discussion of the subscription agreement pertaining to the transaction entered into by the following: (a) CMT and Lafarge S.A. and (b) CMT and Calumboyan Properties, Inc. 3. Terms of the deal 4. Effects of the transaction 5. Timetable/Schedule for the effectivity of the transaction 6. Company background/profile of the following entities: (a) Acumex Management Inc. (b) Calumboyan Properties, Inc. For your information. (SGD.) JOSE LUIS U. YULO, JR. President & CEO November 10, 1998 Disclosure Department Listing and Disclosures Group 4/F Philippine Stock Exchange Center PSE Center, Exchange Road Ortigas Centre, Pasig City Gentlemen : This refers to your request for clarification on our disclosure of October 9, 1998 pertaining to the Board of Directors' approval of the subscription of Lafarge S.A. and Calumboyan Properties, Inc. to 988,000,000 common shares of the corporation. 1. Reason for the issuance of shares/purpose of the funds to be raised To raise fresh and additional capital to fund the completion of its on-going projects at FR Cement plants in Pasig City and Teresa, Rizal and to boost its operational capital while the prices of cement in the market are at record low levels. 2. Discussion of the subscription agreement pertaining to the transaction entered into by the following : (a) CMT and Lafarge S.A. and (b) CMT and Calumboyan Properties, Inc . Date of Agreement : October 9, 1998 Subscription : Subject to the relevant favorable action of the SEC and the PSE, the investors subscribed to 988,000,000 common shares of the company which corresponds to about 16% of the issued and outstanding shares of the company at the subscription price of P1.00 per share; SEC Exemption : Upon execution of the agreement, the company shall file with the SEC for the grant of exemption from registration of the Subscription Shares under Sec. 6 of the Revised Securities Act; Closing : Within two business days from receipt of the SEC Exemption, provided (1) there is no order by any court or governmental authority invalidating or making unlawful the Agreement or the transaction contemplated thereby or there is no material adverse change in the condition or operations of the company since the date of the agreement, then (a) the company shall issue in favor of the Investors the Share Certificates covering their respective Subscription Shares as fully-paid, fungible, non-assessable and free and clear from all liens, charges, encumbrances and acclaims of any nature whatsoever, having all the rights of and rank pari passu with all other common shares of the Company, and (b) the Investors shall pay the Company the Subscription Price; PSE Listing : After issuance of the Share Certificates covering the Subscription Shares, the Company shall file the necessary Applications for Additional Listing of the Subscribed Shares with PSE. 3. Terms of the deal : a. Number of shares to be issued to each of the company (with percentage holdings) 1. Calumboyan Properties, Inc. : 592,800,000 shares (9.74% of 6,084,833,333) 2. Lafarge S.A. (and/or any 395,200,000 shares one of its affiliates) : (6.49% of 6,084,833,333) b. Issue price per share : At par value of P1.00 c. Amount of consideration/terms of payment : The consideration for both companies consist of cash for P988,000,000.00 d. Method of issuance of shares : Stock certificates of SEACEM to be issued by the Stock and Transfer Agent (Security Bank) to: (i) Calumboyan Properties, Inc. (one stock certificate to cover 592,800,000 shares; and (ii) Acumex Management, Inc., as designee of Lafarge S.A., Inc. (one stock certificate to cover 395,200,000 shares; LLjur 4. Effects of the transaction on the following : a. Ownership structure of CMT before and after the transaction Before Transaction After Transaction Filipino ownership 3,061,105,003 (60.06% of 3,654,270,000 (60.06% 5,096,833,330 shares) of 6,084,833,333 shares) Foreign ownership 2,035,728,330 (39.94% of 2,430,563,333 (39.94% 5,096,833,330 shares) of 6,084,833,333 shares) b. Company and capital structure of CMT before and after the transaction : Before Transaction After Transaction 1. Authorized capital P6,150,000,000.00 P6,150,000,000.00 2. Paid-up capital P5,096,833,333.00 P6,084,833,333.00 5. Timetable/Schedule for the effectivity of the transaction : Particulars Date October 9, 1998 Approval by the Board and signing of the Subscription Agreement October 20, 1998 Lafarge, S.A. notified CMT that it has designated Acumex Management, Inc., its wholly owned Philippine Investment subsidiary, as its designee in connection with the subscription of shares in CMT. October 27, 1998 Approval by SEC of the application for exemption from registration under the Revised Securities Act October 29, 1998 Payment by Calumboyan Properties, Inc. and Acumex Management, Inc. of the consideration for the CMT shares October 30, 1998 CMT paid the documentary stamp tax on the 988,000,000 shares to be issued to the investors 6. Company background/profile of the following entities : a. Acumex Management, Inc . (as designee of Lafarge S . A . ) Acumex Management, Inc. ("Acumex") is a wholly owned Philippine investment subsidiary of Lafarge, S.A. Its name is presently in the process of being to "Lafarge Philippines, Inc." Acumex was registered as a management company with the Philippine Securities and Exchange Commission on July 15, 1992 with principal offices at c/o 3/F SyCipLaw All Asia Center, 105 Paseo de Roxas, Makati City. LLpr Capital structure: Authorized Capital Stock: P100,000.00 Subscribed Capital Stock: P25,000.00 Paid-up Capital Stock: P25,000.00 Stockholders: Finance Lafarge, S.A., Philip Roseberg Jean Desazars de Montgailhard, Andres B. Sta. Maria, Simeon Ken R. Ferrer and Ma. Theresa D. Mercado Directors: Chairman: Jean Desazars de Montgailhard, Members: Andres B. Sta. Maria, Simeon Ken R. Ferrer Maria Teresa D. Mercado Principal Officers: President: Andres B. Sta. Maria Treasurer: Simeon Ken R. Ferrer Corp. Sec.: Ma. Teresa D. Mercado b. Calumboyan Properties, Inc . Calumboyan Properties, Inc. ("Calumboyan") was registered with the Philippine Securities and Exchange Commission on Nov. 11, 1997 as a real estate company. Its principal is 3/F SyCipLaw All Asia Center, 105 Paseo de Roxas, Makati City. Calumboyan has a pending application for increase of authorized capital stock from P1,000,000 to P338,500.000. The whole amount of the increase (P337,500,000) has been subscribed and fully paid in cash. Percentage of foreign equity is still 40%. Capital Structure: Authorized Capital Stock: P1,000,000.00 Subscribed Capital Stock: P250,000.00 Paid-up Capital Stock: P250,000.00 Directors: Philip Anthony Roseberg Bryan K. Cockrell Simeon Ken R. Ferrer Maria Teresa D. Mercado Joel M. Villaseca Principal Officers: Chairman: Philip Anthony Roseberg Treasurer: Simeon Ken R. Ferrer Corp. Sec.: Maria Teresa D. Mercado Thank you. Truly yours, ( SGD.) YUN WOO CHOO Senior Vice President