Empire East Land Holdings, Inc.

April 5, 1999 PSE CIRCULAR FOR BROKERS NO. 652-99 SUBJECT : Empire East Land Holdings , Inc . With reference to Circular No. 494-99 dated March 16, 1999 pertaining to Empire East Land Holdings, Inc.'s ("ELI") Subscription Agreements with United Coconut Planters Bank ("UCPB") and Philippine National Bank ("PNB"), attached is a letter from ELI for additional information on the aforementioned transactions. cdll For your information. (SGD.) JOSE LUIS U. YULO, JR. President and CEO March 26, 1999 Philippine Stock Exchange, Inc. Disclosure Department PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Ms . Janet J . Alcala Analyst RE : Subscription Agreements with UCPB and PNB Dear Ms. Alcala : We reply to your fax letter requesting additional information on the subscription agreements executed by Empire East separately with United Coconut Planters Bank and Philippine National Bank. 1. Subscription Agreement with UCPB a. Reason for the issuance of Series "C" Preferred Shares to UCPB, under a private placement, and the purpose of the funds to be raised; The purpose of the issuance of Series "C" Preferred Shares to UCPB is to raise funds which will be used to finance Empire East's various projects. b. Number of shares to be issued, issue price per share, and the aggregate, issuing amount; cdt A total of Nine Hundred Fifty Million Series "C" Preferred Shares have been issued to UCPB at the par value of One Peso (P1.00) per share, with an aggregate issue amount of Nine Hundred Fifty Million Pesos (P950,000,000.00). Empire East and UCPB are still negotiating the terms of the issuance of an additional Four Hundred Fifty Million Series "C" Preferred Shares to UCPB at some future date. c. Method of issuance, terms of payment; The Nine Hundred Fifty Million Series "C" Preferred Shares will be issued to UCPB by a private placement. UCPB has already paid, in cash, the entire subscription price of Nine Hundred Fifty Million Pesos (P950,000,000.00). d. No. of Underlying common shares with percentage to total issued and outstanding shares, price per share; The number of underlying common shares will depend on the trading price of the common shares at the time of conversion. Assuming the Conversion Price (as hereinafter defined) will be at One Peso (P1.00) per share, the total number of underlying common shares will be Nine Hundred Fifty Million (950,000,000) representing 16.88% of the then outstanding common capital stock of Empire East of P5,626,530,649.00. LLjur e. Date of conversion/conversion period; The Series "C" Preferred Shares may be converted, in whole or in part, into Empire East common shares at anytime after the expiration of two (2) years from the date of their issuance. f. Conversion price, provisions for adjustments in conversion price; and The Conversion Price shall be based on the average closing price of Empire East's common shares on the Philippine Stock Exchange for the month immediately preceding the date of delivery of the notice of conversion, discounted as follows: Average Closing Price Discount at least P1.00 but less than P1.30 10% at least P1.30 but less than P2.00 20% at least P2.00 but less than P2.50 25% at least P2.50 or higher 32% There are no provisions in the Subscription Agreement for adjustments in conversion price. g. Redemption period, price, method; All Series "C" Preferred Shares outstanding at the end of the seventh (7th) year from the date of their issuance shall be mandatorily redeemed by Empire East at their par value of One Peso per share. 2. Subscription Agreement with PNB a. Series "B" Preferred Shares 1. Reason for the issuance of Series "B" Preferred Shares to PNB and the purpose of the funds to be raised; The purpose of the issuance of the Series "B" Preferred Shares to PNB is to raise funds to finance Empire East's operations. 2. Number of shares to be issued, issue price per share, and the aggregate issuing amount; A total of 285,723,080 Series "B" Preferred Shares will be issued to PNB at the par value of One Peso (P1.00) per share, with an aggregate issue amount of P285,723,080.00. LexLib 3. Method of issuance, terms of payment; The 285,723,080 Series "B" Preferred Shares will be issued to PNB by way of a private placement. PNB has made a deposit on the subscription in an amount equivalent to the entire subscription price of P285,723,080.00. 4. No. of underlying common shares with percentage to total issued and outstanding shares, price per share; The number of underlying common shares will depend on the trading price of the common shares at the time of conversion. Assuming the Conversion Price (as hereinafter defined) will be at One Peso (P1.00) per share, the total number of underlying common shares will be 285,723,080 shares which will represent 5.76% of the outstanding common capital stock of the Corporation of P4,962,253,729.00. cdlex 5. Date of conversion/conversion period; The Series "B" Preferred Shares may be converted, in whole or in part, into Empire East common shares after the end of eighteen (18) months from May 29, 1998. 6. Conversion price; provisions for adjustments in conversion price; The Conversion Price shall be fixed at a discount of five percent (5%) of the weighted average of the transacted price of Empire East's common shares during the last twenty (20) trading days prior to the end of the eighteenth (18th) month period from May 29, 1998. Once fixed, the Conversion Price shall be subject to adjustment under certain circumstances, such as but not limited to the issuance of stock dividends, alteration to the par value of shares as a result of subdivision, consolidation and reclassification thereof the grant of options, rights or warrants to subscribe to shares at less than the then current market price, the issuance of securities convertible into shares at less than the then current market price, payment in respect of a tender or exchange offer by Empire East or any subsidiary of Empire East for shares to the extent the consideration paid per share exceeds the then current market price. LLpr b. Convertible Notes 1. Reason for the issuance/purpose of the funds to be raised; The proceeds of the Convertible Notes will be used to finance Empire East's landbanking activities. 2. Principal amount/face value of the notes; The aggregate face value of the notes is Five Hundred Forty-Three Million Pesos (P543,000,000.00). 3. Interest rate/coupon rate, terms of payment; The interest on the Convertible Notes shall be at 91-day T-Bill rate plus one percent (1%) but not lower than twelve (12%) per annum. 4. Date of conversion/conversion period The Convertible Notes shall be convertible, in whole or in part, into common shares of Empire East at anytime after the end of eighteen (18) months from May 29, 1998. 5. Conversion price, provision for adjustments in conversion price; The Conversion Price shall be fixed at a discount of seven percent (7%) of the weighted average of the trading price of Empire East common shares during the last twenty (20) trading days before the end of the eighteen-month period from May 29, 1998. The Conversion Price shall be subject to adjustment under certain circumstances, such as, but not limited to declaration of dividends, alteration of par value of the shares as a result of subdivision or consolidation and reclassification of shares, and the issuance of rights, options and warrants, which events took effect between the setting of the Conversion Price and the date of conversion. 6. No. of underlying shares, issue amount per share; The number of underlying common shares will depend on the trading price of the common shares at the time of conversion. Assuming the Conversion Price will be at One Peso (P1.00) per share, the total number of underlying common shares will be 543,000,000. cdll 7. Redemption period, price and method; The Convertible Notes will be redeemed by Empire East at their principal amount at the end of seven (7) years from May 29, 1998. 8. Amount of capital incorporated in conversion; and Assuming the Conversion Price will be at One Peso (P1.00) per share, the total amount of capital which will be incorporated upon conversion is P543,000,000.00. 9. Collateral (if any); The Convertible Notes are secured by a real estate mortgage on parcels of land registered in the name of Megaworld Land, Inc. LLpr We trust that the foregoing information will be sufficient for your purposes. Very truly yours, (SGD.) ENRIQUE SANTOS L. SY Corporate Secretary