SPI Technologies Inc. Convertible Note Issuance

November 19, 1999 PSE CIRCULAR FOR BROKERS NO. 2959-99 18 November 1999 DISCLOSURE DEPARTMENT LISTINGS & DISCLOSURE GROUP PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City, Metro Manila RE : SPI Technologies Inc. Convertible Note Issuance Gentlemen: In compliance with the continuing disclosure requirement of the Exchange, we report that at the Special Meeting of the Board of Directors of SPI TECHNOLOGIES, INC. (the "Company") held earlier today, 18 November 1999, the Board of Directors of the Company approved the issuance by the Company of Convertible Notes in the aggregate principal amount of up to Twelve Million US Dollars (US$12,000,000) in order to fund corporate requirements, including principally the Company's investment in a joint venture with Integrated Telecom, LLC, a US company established by individuals who were key members of the call center practice of McKinsey & Co., the US management consulting company. The joint venture will be based in the Philippines and will service the outsourced customer relationship management programs of overseas clients, through a variety of media, such as phone and e-mail. LibLex The Company is negotiating with potential investors in the Convertible Notes. One of the prospective investors, AIG Investment Corporation (Asia), the Asian investment arm of the American International Group, submitted to the Company today a written offer to purchase Ten Million US Dollars (US$10,000,000) of the Convertible Notes. The offer is subject to mutually acceptable legal documentation and approval by the Company's Board of Directors. The key terms that AIG has proposed are: a) 3% coupon, payable annually in arrears; b) Conversion price equivalent to the average of the closing price during the 90 trading days subsequent to the date 12 months after the signing of the agreement, less 10% with a minimum price of Pesos 10 per share, and a maximum price of Pesos 13 per share. The range of Pesos 10 to 13 per share represents a premium of 10%-43% over the average closing price for the last 20 trading days including today. The potential dilution of existing common shares would range from approximately 17% to 22%. c) 6 year term; d) Best efforts to introduce the Company to business opportunities within the AIG group, particularly in the call center and transactions processing areas. prcd Very truly yours, (SGD.) FRANCIS P. HERNANDO Chief Finance Officer