PSE Circular for Brokers No. 302-99

February 18, 1999 PSE CIRCULAR FOR BROKERS NO. 302-99 February 17, 1999 Philippine Stock Exchange PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Disclosure Department Fax No . 634-2051/637-8811 RE : Fortune Cement Corporation Further to our letter dated January 28, 1999 and in compliance with the PSE requirements as per its fax letter dated February 12, 1999, we set forth below the terms and conditions relating to the issuance by Fortune Cement Corporation of a P2,600 Million 5-year Convertible Notes to Blue Circle Philippines, Inc.: cdt Instrument One (1) Convertible Note Face value of the Issue Php2,600,000,000.00 Issuer FORTUNE CEMENT CORPORATION Conversion Period Convertible during the period from the date two (2) weeks from the date of the Convertible Note up to the last day immediately preceding the fifth year anniversary date of the Convertible Note. Conversion Value Convertible into 866,666,667 fully paid, listed common shares of the Issuer at the conversion value of Php3.00 each share. Conversion Procedure (1) Submission of Notice of Conversion (2) Delivery of certain documents, if required, upon conversion (i.e., Deed of Assignment from Investors and stock certificates from Issuer). Anti-Dilution Clause The conversion price shall be adjusted whenever the Issuer declares stock dividends or - issues new shares, warrants, options or other similar rights to its stockholders prior to the conversion or alters the par value of its shares of capital stock except the issuance of shares which would arise from the conversion of the loan agreement between the Issuer, SM Investments Corporation and Far East Cement Corporation dated July 1, 1998. cdasia Interest The Convertible Note shall bear interest at the rate of 6% per annum payable in arrears on February 19, 2004, provided that the Convertible Note remains outstanding on each anniversary date of the issue date of the Convertible Note; interest earned on the Convertible Note, if any shall be waived when the Convertible Note is converted into common shares of the Issuer. Assignment Any subsequent assignment of the Convertible Note by any party shall be subject to existing laws and regulations and shall require the consent of the other party, provided that the Convertible Note shall be assignable to subsidiaries and related parties, of the Investor upon notice only of the Investor to the Issuer without need of consent from the Issuer. Taxes and Fees Documentary stamp taxes due on the issuance of the Convertible Note as well as on the issuance of the shares pursuant to the conversion of the Convertible Note shall be for the account of the Issuer. Fees and expenses related to the conversion, as well as those imposed on or with regard to the execution, formalization, registration or perfection of the loan agreement to which the Convertible Note is to be issued and the Convertible Note or any other documentation contemplated under such loan agreement or delivered pursuant thereto shall also be for the account of the Issuer. Use of Proceeds The proceeds of the Convertible Note shall be used to pay off the obligations of, and purchase 100% of the outstanding and such unissued shares in the capital stock of Premier Cement Corporation under such structure as may be acceptable to the Purchaser and the Sellers. Very truly yours, (SGD.) EMMANUEL C. PARAS Corporate Secretary Fortune Cement Corporation