PSE Circular for Brokers No. 391-99

March 3, 1999 PSE CIRCULAR FOR BROKERS NO. 391-99 02 March 1999 THE PHILIPPINE STOCK EXCHANGE PSE Center, Ortigas Center Pasig City Attention: Ms . Maria Isabel T . Garcia Gentlemen : Attached herewith is the Minutes of Meeting of the Board of Directors of BW Resource Corporation (Formerly Greater Asia Resources Corporation) which was held today, 02 March 1999. cdll For your information and guidance. Very truly yours, BW RESOURCE CORPORATION By: (SGD.) JOSE SALVADOR M. RIVERA, JR. Corporate Secretary MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF BW RESOURCE CORPORATION (Formerly Greater Asia Resources Corporation) Meeting held at the principal office of the Corporation at 10th Floor of Chatham House, No. 116 Valero cor. Herrera Sts., Salcedo Village, Makati City, Philippines on Tuesday, 2nd of March 1999 at 4:00 PM. PRESENT: EDUARDO G. LIM, JR. VICTOR ROMANO JOSE P. DE JESUS RANI BIN DATUK HAJI IBRAHIM OWEN S. CARSI CRUZ FRANCIS ABLAN ALFREDO ANTONIO ABSENT: None I. CALL TO ORDER The Chairman of the Board, Mr. Jose P. De Jesus , called the meeting to order and presided over the same. Atty. Jose Salvador M. Rivera, Jr. acted as the secretary of the meeting and recorded the minutes of the proceeding. II. PRESENCE OF A QUORUM The secretary of the meeting certified to the existence of a quorum for the transaction of the business by the Board of Directors. III. APPROVALS MEMORANDUM OF AGREEMENT WITH MEGAWORLD PROPERTIES & HOLDINGS, INC. After careful consideration, the Board of Directors agreed to acquire. a parcel of land, with improvements, owned by, Megaworld Properties & Holdings, Inc. ("Megaworld") located at M.H. Del Pilar corner Pedro Gil Street, Malate, Metro Manila, Philippines covered by Transfer Certificate of Title No. 240433 with an area of 7255.30 more or less (the property"), in exchange for new par value shares of stock of the Corporation to be issued out of an increase in its capital stock. The acquisition shall include among others, the assumption of Megaworld's rights and obligations under the Sheraton Overseas Management Corporation. The transfer value of the Property shall not exceed its market value of approximately P1.2 billion, as determined by an independent property appraiser hired for the purpose. Each director was furnished a draft of the memorandum of Agreement between the Corporation and Megaworld setting forth the terms of the sale of the Property. cdlex Upon careful consideration, the Board of Directors carefully considered the Memorandum of Agreement and upon motion duly seconded, unanimously adopted the following resolutions: "RESOLVED, THAT, the Corporation be, as it is hereby authorized, to acquire from Megaworld Properties & Holdings, Inc., ("Megaworld") a parcel of land, with improvements, located at M.H. Del Pilar corner Pedro Gil Streets, Malate, Metro Manila, Philippines covered by Transfer Certificate of Title No. 240433 with an area of 7,255.30 more or less (the "Property"), in exchange for not more than One billion Two Hundred Million (1,200,000,000) new par value common shares of the corporation to be issued out of an increase in its capital stock (the "Shares"); "RESOLVED, FURTHER, That in connection with such purchase, the Corporation be, as it is hereby authorized to assume all of Megaworld's rights and obligations under the Management Contract and Technical Services Agreement, with Sheraton Overseas Management Corporation, including all amendments thereto; "RESOLVED, FURTHER, That the Corporation be, as it is hereby authorized to issue and deliver the stock certificates representing the Shares only after title to the Property has been registered in the name of the Corporation, and the Shares have been listed and qualified to be traded on the Philippine Stock Exchange; "RESOLVED, FURTHER, That the President of the Corporation, Mr. Eduardo Lim, Jr. be as he is hereby, authorized, to negotiate, sign, execute, and deliver, for and on behalf of the Corporation, the Memorandum of Agreement with Megaworld, and all other agreements and documents incidental or necessary to carry into effect the transactions contemplated hereby. LibLex "RESOLVED, FINALLY, That the Corporate Secretary be, as he is hereby authorized to provide copies of the above resolutions to persons and/or entities requesting the same, for good and valid reasons." IV. ADJOURNMENT There being no further-business to transact, the meeting was thereupon adjourned at 4:40 PM. ATTEST: (SGD.) JOSE SALVADOR M. RIVERA, JR. Corporate Secretary