PSE Circular for Brokers No. 1764-98

July 29, 1998 PSE CIRCULAR FOR BROKERS NO. 1764-98 July 27, 1998 Philippine Stock Exchange 4/F PSE Center Exchange Road, Ortigas Center Pasig City Attention: Disclosure Department Lisitings & Disclosures Group Gentlemen : RE : Waterfront Philippines, Incorporated Please be advised that the fourth regular Annual Meeting of the Stockholders of the above-named company will be held on Friday, August 21, 1998 at the Function Room, Upper Ground Floor, Waterfront Mactan Island Hotel & Casino, No. 1, Airport Road, Lapu-Lapu City, Cebu at 9:30 a.m.. aisadc The record date for stockholders entitled to vote at the Annual Meeting of the Stockholders is August 5, 1998. Attached is a copy of the Notice proposed to be circulated to the stockholders prior to the meeting. Very truly yours, ROMULO, MABANTA, BUENAVENTURA, SAYOC & DE LOS ANGELES (SGD.) CYNTHIA ROXAS-DEL CASTILLO WATERFRONT PHILIPPINES, INCORPORATED Waterfront Mactan Island Hotel & Casino No. 1, Airport Road Lapu-Lapu City 6015 Province of Cebu NOTICE OF FOURTH REGULAR ANNUAL MEETING NOTICE IS HEREBY GIVEN that the Fourth Regular Annual Meeting of the Stockholders of Waterfront Philippines, Incorporated will be held at the Function Room, Upper Ground Floor, Waterfront Mactan Island Hotel & Casino, No. 1, Airport Road, Lapu-Lapu City 6015, Cebu, Philippines on Friday, August 21, 1998 at 9:30 a.m. The Agenda for the meeting shall be as follows: 1. Approval of previous Minutes of the Meeting of Stockholders; 2. Report of the Chairman of the Board; 3. Consideration of Financial Statements for the year ended March 31, 1998; 4. Ratification of actions taken by the Board of Directors and Officers of the Corporation since the date of the Third Regular Annual Meeting; 5. Election of Directors; 6. Re-appointment of Auditors; 7. Amendment of Articles of Incorporation to change the Principal Office of the Corporation; 8. The extension of the Exercise Period of the Warrants of the Corporation for another two years for the period from May 2, 1999 to May 2, 2001; and 9. Transaction of such other matters as may properly come before the meeting. The Record Date for the determination of stockholders entitled to notice of, and to vote at the meeting shall be Wednesday, August 5, 1998. Only stockholders of record as of August 5, 1998 are entitled to vote and be voted during the meeting. Registration for the meeting shall commence at 9:00 a.m. on Friday, August 21, 1998 at the above venue. If you cannot personally attend the meeting and would like to be represented by a proxy, a written and signed copy of the proxy must be received by the Corporate Secretary not later than forty-eight (48) hours before the time appointed for holding the meeting. In the case of a corporation, the proxy must be signed by a duly authorized officer. Wednesday, August 5, 1998. By Order of the Board (SGD.) CYNTHIA ROXAS-DEL CASTILLO Corporate Secretary