Philippine National Bank

April 6, 1999 PSE CIRCULAR FOR BROKERS NO. 653-99 SUBJECT : Philippine National Bank With reference to Circular No. 494-99 dated March 16, 1999 pertaining to Empire Land Holdings, Inc.'s ("ELI") Subscription Agreements with United Coconut Planters Bank ("UCPB") and Philippine National Bank ("PNB"), attached is an official disclosure of PNB on the aforementioned transaction. For your information. (SGD.) JOSE LUIS U. YULO, JR. President and CEO Ms. Janet Alcala, Analyst Disclosure Department Philippine Stock Exchange SUBJECT : Subscription of ELI'S Series "B" Preferred Shares and Convertible Notes Dear Ms. Alcala : In answer to your queries on Empire East Land Holdings, Inc. (ELI) subscription of preferred shares and convertible notes, we are furnishing the following answers: 1. On the Series "B" Preferred Shares a. Reason/purpose for the subscription The subscription is the fulfillment of prior arrangement which restructure the investment of PNB in Empire East. b. Number of shares to be subscribed is 285,723, 080 shares; Issue price per share is at P1.00 par value: Aggregate issuing amount is P285,723,080.00. LexLib c. Terms of payment Upon subscription. d. No. of underlying common shares with percentage to total issued and outstanding shares, price per share To be determined after the setting of the conversion price. e. Date of conversion/conversion period After November 29, 1999 onwards. f. Conversion price At a discount of 5% of the weighted average of the transacted price of ELI's common shares during the last twenty (20) trading days before November 29, 1999. Provisions for adjustments in conversion price 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, option and warrants. 2. On the Convertible Notes a. Reason/purpose for the subscription of the notes The subscription is a restructuring of an outstanding loan. b. Principal amount/face value of the notes P543,000,000.00. c. Interest rate/coupon rate/terms of payment 91 day T-Bill rate plus one percent (1%) but not lower than twelve percent (12%) per annum payable at the end of every six month period. d. Date of conversion/conversion period After November 29, 1999 onwards. e. Conversion price At a discount of 7% of the weighted average of the transacted price of ELI's common shares during the last twenty (20) trading days before November 29, 1999. Provisions for adjustments in conversion price 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 took effect between the setting of the conversion price and the date of conversion. cdlex f. Number of underlying shares, issue amount per share To be determined after the setting of the conversion price. g. Redemption period, price and method The notes shall be redeemed at principal amount at maturity date (May 29, 2005). h. Amount of capital incorporated in conversion To be determined later. i. Collateral (if any) Real estate mortgage. PNB's subscription to the preferred shares is a restructuring of its investment in Empire East. Moreover, subscription will become effective only upon compliance by Empire East of certain conditions among others, such as the confirmation by the SEC that the issuance to PNB of the preferred "B" shares is exempt from the registration requirements of the Revised Securities Act and the PSE shall have approved the listing application for the common shares to be issued to PNB upon conversion of the preferred "B" shares. cdt Thank you. (SGD.) SAVP LUDETTE Q. ROSALES