PSE Circular for Brokers No. 639-99

March 30, 1999 PSE CIRCULAR FOR BROKERS NO. 639-99 March 29, 1999 PHILIPPINE STOCK EXCHANGE, INC . Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City, Metro Manila Fax 634-2051 Attention: Ms . Grace de Guia Asst . Manager Listings and Disclosure Department Gentlemen : In compliance with the continuing disclosure requirements of the Exchange we report that at the Special Meeting of Stockholders of SPI TECHNOLOGIES, INC. (the "Company") held earlier today, 29 March 1999, the following matters were approved by stockholders holding at least two-thirds (2/3) of the outstanding capital stock of the Company: 1. Stock Dividend Declaration A fifty percent (50%) stock dividend shall be issued out of the unissued capital stock of the Company to stockholders of record as of 28 April 1999 2. Stock Option Plans a. Stock Option Plan for any or all of top five (5) executive officers, as may be designated by the Board of Directors. The details of the Stock Option Plan are set forth in Annex "A" hereof. b. Stock Option Plan for employees as may be designated by the Board of Directors. The details of the Stock Option Plan are set forth in Annex "B" hereof. 3. Bonus Share Plan The Bonus Share Plan shall reward employees for their length of service in the Company. All employees who are not participants in the Stock Option Plans may participate in the Bonus Share Plan. The details of the Bonus Share Plan are set forth Annex "C" hereof. STOCK DIVIDEND UPDATE STOCK 50% EX-STOCK APRIL 22, 1999 RECORD DATE APRIL 28, 1999 Very truly yours, (SGD.) MA. ALICIA PICAZO-SAN JUAN Assistant Corporate Secretary ANNEX A STOCK OPTION PLAN FOR ANY OR ALL OF TOP FIVE (5) EXECUTIVE OFFICERS (1) Title and amount of securities underlying such options, warrants or rights: Title of securities underlying the stock option--common shares Amount of securities underlying the stock option--a total of up to 3.0% of the issued and outstanding shares of the Company as of the Entitlement Date (2) The prices, expiration dates and other material conditions upon which such options may be exercised Participants any or all of the top five (5) executive officers of the Company, as may be designated by the Board Grant of Stock Options Stock options shall be awarded to Participants based on satisfaction of performance requirements and other restrictions and conditions as may be imposed by the Board and subject, in all cases, to the full discretion of the Board. LLjur Strike price The shares may be acquired at up to a 15% discount to the market price of the shares at the time of entitlement. Market price is determined as the average closing price on the Philippine Stock Exchange during the past 20 trading days immediately preceding the date of this Information Statement, or February 22, 1999. Entitlement Date Immediately following the approval of the Stock Option Plan by the shareholders of the Company at the special shareholders meeting to be held in March 29, 1999. Vesting The shares shall be subject to vesting. 30% shall vest immediately, 30% on March 1, 2000 and 40% on March 1, 2001. Holding period Options may be exercised 6 months after vesting. Expiration The option to exercise on March 1, 2002. Options not exercised shall expire upon the executive leaving the Company. Adjustment in Number of Option Shares and Strike Price The number of underlying common shares in respect of outstanding options and/or the strike price thereof shall be correspondingly adjusted in the event of any stock dividend declaration, stock split, merger, consolidation or other similar or analogous change in the corporation structure or capitalization of the Company. LexLib Amendments to terms of Plan Any or all of the foregoing terms and conditions of the Plan may be amended, modified, altered, revoked or repealed by resolution of the Board of Directors, provided , that any increase in the maximum number of shares underlying the stock options to be awarded under the Stock Option Plan or any decrease in the strike price (other than by reason of an adjustment in the number of said underlying shares or the strike price following a change in the corporation structure or capitalization of the Company) shall require the approval of shareholders of the Company representing at least two-thirds (2/3) of the outstanding capital stock thereof. (3) No consideration will be received by the Company or any subsidiary thereof for the granting or extension of the options. (4) The market value of the securities underlying the option as of the latest practicable date: P 18.75 per share (as of 19 February 1999) ANNEX B STOCK OPTION PLAN FOR EMPLOYEES AS MAY BE DESIGNATED BY THE BOARD (1) Title and amount of securities underlying such options, warrants or rights: Title of securities underlying the stock option common shares Amount of securities underlying the stock option up to 2% of the issued and outstanding shares of the Company immediately prior to the allocation of such shares, for each plan year. (2) The prices, expiration dates and other material conditions upon which such options may be exercised Participants Employees to be designated by the Board Grant of the Stock Options stock options shall be awarded to participants based on satisfaction of performance requirements and other restrictions and conditions as may be imposed by the Board and subject, in all cases, to the full discretion of the Board. At the end of each plan year, the Chief Executive Officer shall select eligible employees who are to participate in the Plan and shall recommend in writing to the Board of Directors the number of stock options to be awarded to each of such eligible employees. prLL Strike price the shares may be acquired at a 20% discount to the market price of the shares as at the date of the award of the options. Market price is determined, in relation to a share on any date, as the average closing price on the Philippine Stock Exchange during the past 20 trading days immediately preceding this date. Date of Award Awards shall be made on March 31 of the succeeding plant year or the date of finalization of the audited results for the plan year, whichever is later. Vesting the shares shall be subject to vesting. An award shall vest according to the following schedule: Time Amount Amount Vested Date of Award 1/3 of the total options One year after Date of Award 1/3 of the total options Two years after Date of Award 1/3 of the total options Expiration The option to exercise expires after the lapse of 4 years from the date of the award. Any unexercised share options after such period or upon separation of the participant from the service of the Company for any reason other than termination without cause shall be forfeited. Adjustment in Number of option Shares and Strike Price The number of underlying common shares in respect of outstanding options and/or the strike price thereof shall be correspondingly adjusted in the event of any stock dividend declaration, stock split, merger, consolidation or other similar or analogous change in the corporation structure or capitalization of the Company. Amendments to terms of Plan Any or all of the foregoing terms and conditions of the Plan may be amended, modified, altered, revoked or repealed by resolution of the Board of Directors, provided , that any increase in the maximum number of shares underlying the stock options to be awarded under the Stock Option Plan or any decrease in the strike price (other than by reason of an adjustment in the number of said underlying shares or the strike price following a change in the corporation structure or capitalization of the Company) shall require the approval of shareholders of the Company representing at least two-thirds (2/3) of the outstanding capital stock thereof. LexLib (3) No consideration will be received by the Company or any subsidiary thereof for the granting or extension of the options. (4) The market value of the securities underlying the option as of the latest practicable date: P 18.75 per share (as of 19 February 1999) (5) The amount of options to be received by the individual participants are not determinable as of the date of this Information Statement. ANNEX C BONUS SHARE PLAN (1) The material features of the plan: The Bonus Share Plan shall reward employees for their length of service in the Company. It awards shares to qualifying employees, at no cost, based on the following schedule: Length of Service # of Shares Seven years 100 Ten years 100 Every second year after the 10th anniversary 100 The shares may not be sold for 12 months after the award date. (2) All employees who are not participants in the Stock Options Plans may participate in the Bonus Share Plan