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Queenbee Resources CorporationReference Date of Covered Warrants Over Jollibee Shares

PSE Circular for Brokers No. 154-98 • Philippine Stock Exchange • Circulars for Brokers • Feb 18, 1998

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February 18, 1998 PSE CIRCULAR FOR BROKERS NO. 154-98 SUBJECT : Queenbee Resources Corporation Reference Date of Covered Warrants Over Jollibee Shares Further to Company Notice No. 952, please be informed that the reference date for the assignment of shares to Queenbee Resources Corporation (QRC), a special purpose vehicle of Jollibee Foods Corporation (JFC), for the issuance of Covered Warrants over common shares of JFC has been set on February 24, 1998 . The details are as follows: Jollibee has incorporated Queenbee Resources Corporation, a 50% owned affiliate to act as the special purpose vehicle to issue the covered warrants. Reference Date for Participation February 24, 1998 The Reference Date for Participation shall establish qualifying shareholders who shall be entitled to sell shares to Queenbee in exchange for cash. Participation Ratio Existing shareholders shall be entitled to sell 5 shares for every 10 shares held as of reference date in exchange for net proceeds from the sale of a corresponding number of warrants, i.e. the cash amount of the sale of an equivalent number of warrants, less the corresponding share of such stockholders in the taxes, fees and other charges related to the sale of the shares. Stockholders shall not be entitled to receive warrants in exchange for the shares sold. Participation Period: for Metro Manila Shareholders February 26 to March 6, 1998 for Provincial Shareholders February 26 to March 5, 1998 Description of Warrants Covered Warrants over common shares of Jollibee Foods Corporation Number of Warrants Principal Shareholders 74,000,000-90,000,000 Participating Shareholders 179,000,000-163,000,000 Total Maximum of 253,000,000 Expected Gross Proceeds (Assuming average market price of P16.00) Principal Shareholders P1,184,000,000-P1,440,000,000 Participating Shareholders 2,864,000,000-2,608,000,000 Total Maximum of P4,048,000,000 Pricing Date March 11, 1998 Offer Period March 12 to 13, 1998 Suspension of Trading of JFC shares March 12 to 13, 1998 Domestic/International Offer Domestic Tranche 10% to 15% of Offer (may increase to over 15%) International Tranche 85% to 90% of Offer (may decrease to below 85%) Cost of Warrants Warrant Price = P0.50 Deposit = (percentage x share price) - warrant price - exercise price where: percentage = 90% to 110% share price = lower of (1) up to 15-day average immediately preceding the offer ("Pricing Date") or (2) the closing price on Pricing Date Exercise Price = P0.25 The Warrant Price and Deposit constitute the Issue Price and are payable upon subscription to the Warrants. Exercise Ratio One (1) share: one (1) warrant Exercise Period 5 years, subject to renewal or extension Issue Manager ING Barings Domestic Lead Underwriter Philippine National Bank Stock Transfer Agent of JFC Rizal Commercial Banking Corporation Warrant Registrar Far East Bank & Trust Co. Trust Department Receiving Agent Philippine National Bank Trust-Banking Group Escrow Agent to be announced Guaranty Jollibee Foods Corporation shall give a guaranty in favor of the Warrantholders of Warrants issued by QRC as security for the performance of QRC's obligation to transfer and deliver shares to Warrantholders For your information and guidance. (SGD.) MARIA ISABEL T. GARCIA Head, Listing and Disclosures Group

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