PSE Circular for Brokers No. 2634-98

November 23, 1998 PSE CIRCULAR FOR BROKERS NO. 2634-98 November 20, 1998 Philippine Stock Exchange, Inc. Listings and Disclosure Group PSE Centre, Exchange Road Ortigas Centre, Pasig City Gentlemen : We respond to your letter dated 17 November 1998 requesting for additional information on the agreement of Belle Corporation to issue 450 million new shares to SSI Corporation. Please note, as well, that the full name of the new shareholder is SSI Management Corporation ("SSI"). 1. Reasons for the issuance of shares The financial turmoil currently being experienced in the region has put unexpected pressure on the resources of many companies including Belle. In response to this, Belle has embarked on a program to strengthen its balance sheet by building-up its capital base. The infusion of new equity is clearly very much in line with this program. 2. Terms of the agreement The issuance of shares was priced on the basis of the actual closing price on the date the agreement was signed (P2.24 per share). The subscription of SSI will be in cash. The shares will be issued only upon full payment of the subscription. 3. Effects of the transaction on Belle's Ownership Structure a) SSI Corporation will own approximately 12.5% of the resulting outstanding common shares of the company. b) The authorized capital stock of the company is 20 billion shares; the paid-in capital, inclusive of additional paid-in capital, after the transaction (assuming full payment by SSI) will be P8.359 billion. 4. Timetable for the effectivity of the issuance We will be applying for the issuance of the relevant shares with the SEC immediately. We do not expect to encounter any delays in the application process but we are unable to predict how much time it will take the SEC to grant their approval. 5. Company background of SSI Management Corporation SSI is a privately held, Hong Kong-based investment company. We are unable to provide you with the details you request on SSI because the company is not publicly listed nor have these details been made available to us. LLpr We hope the above addresses your requirements and thank you for your attention to this matter. Very truly yours, (SGD.) MA. LOUISA M. GONZALES Acting Corporate Secretary