PSE Circular for Brokers No. 2381-98

October 16, 1998 PSE CIRCULAR FOR BROKERS NO. 2381-98 October 13, 1998 ANNOUNCEMENT TO THE PHILIPPINE STOCK EXCHANGE Waterfront Philippines, Incorporated ("WPI" or "the Company") Extension of the Exercise Period of WPI's Warrants WPI announces that the expiry date of WPI's Warrants has been extended from May 03, 1999 to May 02, 2001 Approval for the extension has been duly given by: a) the stockholder of WPI representing at least two-thirds of the outstanding capital stock on August 21, 1998 b) the Philippine Stock Exchange (PSE) via their Letter of Approval dated August 27, 1998 and cdll c) the Securities and Exchange Commission (SEC) via their Order No. 126 of 1998, dated October 9, 1998 A certified true copy of the SEC's Order and a written confirmation of the stockholders' approval are enclosed herewith WPI will publish the SEC's order once in a newspaper of general circulation in the Philippines on or before October 19, 1998 as required by the SEC. By Order of the Board (SGD.) KHOO BOO BOON Director/Treasurer Amendment of the Registration Statement IN THE MATTER OF THE WATERFRONT PHILIPPINES, INCORPORATED, Petitioner ORDER An Amended Registration Statement and a Petition to extend the Exercise Period filed by Waterfront Philippines, Incorporated relative to the following changes to the registration statement rendered effective pursuant to SEC-BED Order No. 37, Series of 1996. Previously Approved Proposed Amendment 9. Four Hundred Fifty Million (450,000,000) 9. Four Hundred Fifty Million new and unissued common shares shall be (450,000,000) new and unissued offered to stockholders of the Corporation common shares shall be offered to under rights offering for approval by the SEC stockholders of the Corporation under on the basis of one (1) new common share rights offering for approval by the SEC for every one (1) common share held, at price on the basis of one (1) new common of Two Pesos (P2.00) per share ("Rights share for every one (1) common share Share"). One free detachable warrant shall be held, at price of Two Pesos issued for every two (2) Rights Shares and (P2.00) per share ("Rights Share"). shall entitle the holder of each warrant to One free detachable warrant shall be subscribe at any time within three (3) years issued for every two (2) Rights Shares from date of issuance of the Rights Share, to and shall entitle the holder of each one (1) underlying new common share of the warrant to subscribe at any time within Issuer at the exercise price of P3.50 per share. five (5) years from date of issuance of the Warrants, to one (1) underlying new common share of the Issuer at the exercise price of P3.50 per share. 10. The Underlying Shares shall be 10 The Underlying Shares shall be issued at the price of P3.50 per share, issued at the price of P3.50 per share, upon exercise of the Warrants within three upon exercise of the Warrants within (3) years from date of issuance of the five (5) years from date of issuance of Rights Shares. the Warrants. Considering the grounds alleged by the Petitioner to be valid and reasonable, the same is hereby GRANTED . Let this Order be published at the expense of the Corporation once in a newspaper of general circulation in the Philippines within ten (10) days from date hereof and furnish the Commission with a copy of the Affidavit of Publication. SO ORDERED. EDSA, Mandaluyong City, Philippines, October 9, 1998. (SGD.) LINDA A. DAOANG Acting Director SECRETARY'S CERTIFICATE I, CYNTHIA ROXAS-DEL CASTILLO, Corporate Secretary of WATERFRONT PHILIPPINES, INCORPORATED, a corporation duly organized and existing under the laws of the Republic of the Philippines, do hereby certify that at the special meeting of the Board of Directors held on June 18, 1998 and the Annual Meeting of the Stockholders, of the said corporation held on August 21, 1998, the following resolutions were unanimously adopted by majority of the Board of Directors and Stockholders representing 2/3 of the outstanding capital stock of the corporation: RESOLVED, that the expiry date of the Warrants issued by this Company on May 3, 1996 be extended for two (2) more years, or from May 2, 1999 to May 2, 2001, thereby amending the Exercise Period from three (3) years to five (5) years from the date of issued of the Warrants; cdll RESOLVED FURTHER, that a Supplement to the Warrant Instrument be executed by this Company to reflect the foregoing extension, and to amend Section 2 of the Warrant Instrument to read as follows: SECTION 2. Grant of Rights The Company hereby grants unto the Warrant holders rights to subscribe immediately on or after the Issue Date, May 3, 1996 , not no later than five (5) years from the Issue Date, or on May 2, 2001, of up to 225,000,000 Shares at P3.50 per share, or such Exercise Price as may be determined in accordance with the terms and conditions contained in the Warrant Instrument. RESOLVED FINALLY, that the Chairman be and he hereby is authorized, for and in behalf of this Company, to execute the Supplement to the Warrant Instrument, to be attested by the Corporate Secretary, and that the latter be, and she hereby is, authorized to file the requires documents to effect the abovementioned extension and amendment with the Securities and Exchange Commission and the Philippine Stock Exchange. LibLex IN WITNESS WHEREOF, I have hereunto signed these presents this 15th day of October, 1998 at Makati City, Metro Manila (SGD.) CYNTHIA ROXAS-DEL CASTILLO Corporate Secretary SUBSCRIBED AND SWORN TO before me this 15th day of October, 1998. Affiant exhibited to me her Community Tax Certificate No. 07860569 issued on April 29, 1998 at Makati City, Metro Manila Doc. No. 201 Page No. 042 Book No. 11 Series of 1998.