PSE Circular for Brokers No. 1826-99

July 23, 1999 PSE CIRCULAR FOR BROKERS NO. 1826-99 July 22, 1999 Listing and Disclosure Group THE PHILIPPINE STOCK EXCHANGE, INC. Exchange Road, Ortigas Center Pasig City CN-060 Attention: Ms . Grace B . de Guia Assistant Manager, Disclosure Department Gentlemen and Mesdames : This is to inform your good office that today, the Philippine National Construction Corporation (PNCC) and the Public Estates Authority (PEA) entered into and signed a Memorandum of Agreement (MOA), whereby the parties, by way of implementing the letter and spirit of Administrative Order No. 397 issued by the President of the Philippines on May 13, 1998, have agreed and covenanted as follows: 1. PEA assumes PNCC's obligations with PNB in the amount of P788.820 Million under the MOA dated December 29, 1981 that PNB had transferred to APT which the latter recognizes, and inclusive of accrued interest and charges as of June 30, 1986 amounted to P2,649,920,443.54 to be converted into equity of the National Government in PEA; aisadc 2. PEA agrees to the assignment by PNCC to APT of P43.593 Million representing the balance of payment of PEA's obligation to PNCC: 3. PEA binds itself to purchase PNCC's preferred option on the remaining undisposed portion of the reclaimed area at the southern sector of Manila-Cavite Coastal Road and Reclamation Project (MCCRRP) by paying P100 Million in cash out of the project cash flows from the development of the said southern sector of MCCRRP within two years from the President's approval of the amended Joint Venture Agreement (JVA) for the project. On the other hand. 3.a PNCC conveys and transfers to PEA its preferred portion of the December 29, 1981 MOA for the remaining undisposed portion of the reclaimed land with an area of 158 hectares located at the southern sector of MCCRRP for a consideration of P100 Million, which sale shall be consummated only upon payment to PNCC in cash of P100 Million out of the project cash-flows from the development of the southern sector of MCRRP within two years from the President's approval of the amended JVA for the project. 4. PNCC assigns to APT which the latter accepts, as payment of its obligations to the National Government, the P43.593 Million receivable balance of PNCC from PEA representing the unpaid cash portion of the MOA dated December 29, 1981: We shall inform you of further developments that may ensue subsequent to the foregoing. Thank you. cdt Very truly yours, (SGD.) GLENNA JEAN R. OGAN Corporate Secretary and Corporate Information Officer