Megaworld Properties & Holdings, Inc.

February 9, 1999 PSE CIRCULAR FOR BROKERS NO. 237-99 SUBJECT : Megaworld Properties & Holdings, Inc . Pursuant to the procedure prescribed by Article VII of Megaworld Properties & Holdings, Inc.'s ("MEG') Articles of Incorporation, amended as of November 23, 1998, attached is a copy of the Enabling Resolution creating the Series "A" Preferred Shares which shall have the features stated in Annex "A" hereof. For your information. (SGD.) JOSE LUIS U. YULO, JR. President and Chief Executive Officer SE CRETARY'S CERTIFICATE I, EDWIN B. MAQUINTO, the Corporate Secretary of MEGAWORLD PROPERTIES & HOLDINGS, INC. (the "Corporation"), a corporation duly organized and existing under the laws of the Republic of the Philippines, do hereby certify that in a special meeting of the Corporation's Board of Directors held on February 5, 1999 at the Board Room, 28th Floor, The World Centre, 330 Sen. Gil J. Puyat Avenue, Makati City, at which meeting a quorum was present, the following resolutions were unanimously passed and adopted: "RESOLVED, that the existing One Billion Preferred Shares subscription of The Andersons Group, Inc. be classified as Series Preferred Shares of the Corporation; "RESOLVED, FURTHER, that said Series 'A" Preferred Shares shall have the features stated in Annex "A" hereof; "RESOLVED, FURTHER, that the Corporation issue One Billion (1,000,000,000) underlying common shares from the unissued portion of its authorized capital stock (the "Underlying Common Shares") to cover the conversion of said Series "A" Preferred Shares; "RESOLVED, FINALLY, that any of the directors and officers of the Corporation be authorized to file with the Securities and Exchange Commission, on behalf of the Corporation, a Petition for Exemption from Registration of the One Billion Underlying Common Shares; to file an application for the listing of the Underlying Common Shares with the Philippine Stock Exchange; to sign, execute and deliver any and all documents and to do any and all acts necessary and proper to give the foregoing resolution force and effect." IN WITNESS WHEREOF, I have hereunto set my hand this _____day of February 1999 at Makati City, Philippines. (SGD.) EDWIN B. MAQUINTO Corporate Secretary SUBSCRIBED AND SWORN to before me this 05 day of February 1999, affiant exhibiting to me his Community Tax Certificate No. 19954282 issued on January 18, 1999 at Makati City, Philippines. Doc. No. 2; Page No. 2; Book No. 4; Series of 1999. ANNEX A FEATURES OF THE SERIES "A" PREFERRED SHARES The Series "A" Preferred Shares shall be non-participating, convertible into common shares and non-voting (except on matters affecting the rights and interests of holders of Common or Preferred Shares, provided that with respect to increase in authorized capital stock or declaration of stock dividends, the voting rights of the Series "A" Preferred Shares, shall be exercised by. the Chairman of the Corporation and for this purpose the Subscriber shall execute a proxy or such other document as may be necessary for the Chairman to vote such Series "A" Preferred Shares). The Series "A" Preferred Shares shall be convertible immediately into common shares of the Corporation at par value. They shall not be entitled to dividends and shall have no pre-emptive right to subscribe to or purchase any shares of any class. The Series "A" Preferred Shares surrendered upon conversion may again be issued or disposed of by the Corporation.