Megaworld Properties & Holdings, Inc.

May 27, 1999 PSE CIRCULAR FOR BROKERS NO. 1224-99 SUBJECT : Megaworld Properties & Holdings, Inc . Further to Circular for Brokers No. 651-99 dated March 31, 1999, Megaworld Property & Holdings, Inc. ("MEG') furnished the Exchange a copy of its SEC Form 34-C (Definitive Information Statement) in connection with its Annual Stockholders' Meeting which will be held on June 18, 1999 , at 1:00 P.M. at the Eastwood City Information Center (Showroom), C-5 Road, Libis, Quezon City. The Agenda for the meeting shall be as follows: 1. Call to Order 2. Certification of Notice and Quorum 3. Approval of the Minutes of the Annual Meeting of Stockholders held on May 8, 1998 4. Annual Report of Management 5. Amendments to Articles of Incorporation Re: Increase in Authorized Capital Stock Increase in Number of Directors 6. Amendment to By-Laws Re: Date and Time of Annual Meeting of Stockholders 7. Conveyance of a Portion of the Marina Square Development 8. Appointment of Independent Auditors 9. Ratification of the Acts of the Board of Directors and Management during the year 1998 10. Election of Directors 11. Other business as may be properly brought before the meeting 12. Adjournment As previously announced, stockholders of record as of April 30, 1999 are entitled to notice of, and to vote at, said meeting. A copy of MEG's Definitive Information Statement is available for reference at the PSE Library and PSE-Plaza Administration Office. For your information. (SGD.) JOSE LUIS U. YULO, JR. President and CEO