PSE Circular for Brokers No. 2635-98

November 23, 1998 PSE CIRCULAR FOR BROKERS NO. 2635-98 November 20, 1998 Disclosure Department Listing and Disclosure Department Philippine Stock Exchange, Inc. 4/F PSE Center, Exchange Road Ortigas Center, Pasig City Fax No. 6342051 Attention: Mr . Reynold P . Ong Vice-President Listing & Disclosure Group Gentlemen : We advise that Premiere Entertainment Productions, Inc. (PEP) entered into an Agreement with Mr. Anselmo Trinidad, Jr., and NMB Capital, Inc. ("NMB"), whereby Mr. Trinidad who is a major stockholder of CAT Holdings, Inc., (which in turn is the majority stockholder of NMB), assigned 57,800,000 shares (the "Shares") with a par value of P1.00 per share of Gem Communications Holdings Corporation ("GEMCOM") to PEP in settlement of PEP's outstanding money market placements (the "Placements") with NMB in the amount of P51,593,792.62. The assignment price is P1.40 per share, or the cash amount of P0.90 per share (totaling P52,020,000.00) to be paid by PEP to Mr. Trinidad by the assignment of the Placements without recourse to PEP, plus the assumption by the Company of the unpaid subscription corresponding to the Shares of P0.50 per share, payable upon call by GEMCOM's board of directors. The Shares, when added to the existing shares of PEP in GEMCOM, will entitle PEP to a seat in GEMCOM's board of directors. Very truly yours, (SGD.) ROBERTO V. SANJOSE Corporate Secretary