PSE Circular for Brokers No. 1777-99

July 19, 1999 PSE CIRCULAR FOR BROKERS NO. 1777-99 Philippine Stock Exchange PSE Centre, Exchange Road Ortigas Center, Pasig, Metro Manila Attention: Ms . Grace B . De Guia Assistant Manager Disclosure Department Gentlemen : Please be informed that at the meeting of the Board of Directors of Waterfront Philippines, Incorporated (WPI) held at the evening of July 16, 1999, the following matters were taken up and acted upon by the Board in the manner indicated: 1. The Board accepted the resignations of the following effective as of July 16, 1999: Mr. Chua Ma Yu who resigned as Director and Chairman of the Board; and Mr. Khoo Boo Boon who resigned as Director and Treasurer. LLjur 2. The Board elected the following to fill the vacancies created, effective as of July 16, 1999 to serve for the unexpired term: Mr. Renato B. Magadia as Chairman of the Board; Mr. Donato C. Almeda as Director; Mr. Seng Kiong Yap as Director, and Mr. Aristeo R. Cruz as Treasurer. 3. The Board accepted the resignation of Mr. Sherwin T. Gatchalian as President, effective as of July 16, 1999 and elected Mr. Seng Kiong Yap as President to serve for the unexpired term. Mr. Sherwin T. Gatchalian will remain a Director of the company. 4. The Board scheduled the annual stockholders' meeting of WPI on August 28, 1999 to be held at Cebu City at the venue and time to be indicated in the notice of meeting; fixed August 9, 1999 as the record date for stockholders entitled to vote in said meeting; and authorized the closing of the stock and transfer books during the period from August 9, 1999 to August 27, 1999. 3. Subject to the ratification of the stockholders and approval of the Securities & Exchange Commission, the Board approved the amendment to the Articles of Incorporation of WPI increasing the number of directors from five (5) to seven (7); 4. The Board authorized Management to pursue negotiations and finalize the documentation for a 5-year term loan in the principal amount of P500.00 million to finance additional constructions at its Hotel properties in Cebu and for additional working capital. LLphil Thank you. Very truly yours, WATERFRONT PHILIPPINES, INCORPORATED By: (SGD.) ARTHUR R. PONSARAN Corporate Secretary