PSE Circular for Brokers No. 924-98

May 5, 1998 PSE CIRCULAR FOR BROKERS NO. 924-98 May 4, 1998 The Philippine Stock Exchange PSE Center, Ortigas Center Pasig City Attention: Ms . Ma . Isabel T . Garcia Head Listing Dept . Gentlemen : We wish to advise you that at its meeting today, the Board of Directors of Solid Group Inc. (SGI) approved an investment in Destiny, Inc., to be effected through the assignment of SGI's electronics-related assets in exchange for shares of stock of Destiny, Inc. The assets will be transferred at book value, in exchange for fully paid shares of Destiny, Inc., as a result of which Destiny, Inc. will become a subsidiary of SGI. The share swap will be subject, among other things, to the approval of the stockholders of SGI. cdlex Destiny, Inc. is the parent company of Destiny Cable, Inc., which holds a franchise to offer cable services pursuant to several provisional authorities granted by the National Telecommunications Commission. Destiny, Inc. seeks to be the largest provider of multi-media services in the country, bringing cutting-edge technology in multimedia right into the home of the average Filipino. SGI sees synergies in bundling Destiny, Inc.'s multi media services with some of the hardware (consumer electronics items) coming from its own manufacturing plants. The Board also approved the following resolutions: (a) Authorizing the Company to enter into management contracts with its subsidiaries or affiliates regarding the management of the latter, which will be submitted to the stockholders for approval during the annual meeting; and (b) Setting the annual stockholders' meeting on May 29, 1998 at 3:00 p.m. and changing the venue to the Mezzanine Floor, Dusit Hotel Nikko, Ayala Center, Makati City. Attached is revised agenda for the meeting. Very truly yours, (SGD.) ROBERTO V. SAN JOSE Corporate Secretary NOTICE OF ANNUAL STOCKHOLDERS' MEETING To All Stockholders: Please be advised that the annual meeting of the stockholders of SOLID GROUP, INC. will held on May 29, 1998 at 3:00 P.M. at the Mezzanine Floor, Dusit Hotel Nikko, Ayala Center, Makati City. The following is the agenda of the meeting: 1. Call to order; 2. Proof of notice and certification of quorum; 3. Approval of minutes of the previous meeting of the stockholders; 4. Notation and approval of the management report and audited financial statements for the year ended December 31, 1997; 5. Ratification of previous corporate acts; cdt 6. Approval of an investment in Destiny, Inc., and the transfer of certain assets related to the Company's electronics business in exchange for shares of stock of Destiny, Inc.; 7. Approval of a proposal to authorize the Company to enter into management contracts with its subsidiaries or affiliates regarding the management of the latter; 8. Election of directors; 9. Appointment of external auditors. 10. Other Matters; 11. Adjournment. For purposes of the meeting, stockholders of record as of April 22, 1998 are entitled to notice and to vote at the said meeting. Registration for the said meeting begins at 2:00 p.m. For convenience in registering your attendance, please have available some form of identification, such as, a driver's license, voter's ID, TIN card, SSS card or passport. Makati City, Metro Manila, Philippines, May 5, 1998. (SGD.) ROBERTO V. SAN JOSE Corporate Secretary