MEGAWORLD CORPORATION

25/F Alliance Global Tower, 36th Street.cor. 11th Avenue Uptown Bonifacio, Taguig City 1634

Trunkline: (632) 905-2900 • (632) 905-2800

www. megaworldcorp. com • E-mail: infodesk@megaworldcorp. com

,.

July 12, 2018

Ms. VINA VANESSA S. SALONGA Head - Issuer Compliance and Disclosure Department (ICDD) Philippine Dealing & Exchange Corp. 37 /F, Tower 1, The Enterprise Center 6766 Ayala Ave. cor. Paseo de ·~oxas, Mak.ati' City

Dear Ms. Salonga: I

In compliance with the PDEX disclos-ure rules, attached copy of disclosure report of Megaworld Corporation with PSE re PSE Form 4--2 in coaaectien with -pr~£8 -release entitled "Megaworld' s Suntrust acquires Stateland''.

Very truly yours,

~ FRANCISCO C. CANUTO Compliance Officer and Corporate Information Officer

···:

0 CERTIFICATION

INTERNATIONAL ISO 9001 :2008

CIP/ 2652/99/ 11/168

C04733-2018

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Jul 11, 20182. SEC Identification Number

1674233. BIR Tax Identification No.

000-477-1034. Exact name of issuer as specified in its charter

MEGAWORLD CORPORATION5. Province, country or other jurisdiction of incorporation

Metro Manila, Philippines6. Industry Classification Code(SEC Use Only)

7. Address of principal office

30th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue Uptown Bonifacio,Taguig CityPostal Code1634

8. Issuer's telephone number, including area code

(632) 894-6300/64009. Former name or former address, if changed since last report

N/A10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding

Common 32,239,445,872

Preferred 6,000,000,000

11. Indicate the item numbers reported herein

Item 9(b)

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporatedisclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange,and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly tothe Corporate Information Officer of the disclosing party.

Megaworld CorporationMEG

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation References: SRC Rule 17 (SEC Form 17-C) and

Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition of Stateland, Inc.

Background/Description of the Disclosure

Suntrust Properties, Inc., a wholly-owned subsidiary of Megaworld Corporation, acquired Stateland, Inc.

Date of Approval by Board of Directors Mar 18, 2018

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of thetransaction

Suntrust aims to expand its operations and augment its land bank in the CALABARZON area to further expanddevelopments in this area where growth prospects are great.

Details of the acquisition or disposition

Date Jul 6, 2018

Manner

Cash purchase.

Description of the company to be acquired or sold

Stateland, Inc. is a domestic corporation primarily engaged in the development and sale of affordable quality homes andwell-developed communities in South Luzon, particularly in Cavite and Laguna, and some parts of Metro Manila where ithas upscale pocket townhouse developments.

The terms and conditions of the transaction

Number of shares to beacquired or disposed 111,404,525

Percentage to the totaloutstanding shares ofthe company subject ofthe transaction

97

Price per share N/A

Nature and amount of consideration given or received

Cash, approximately Php3.3 Billion.

Principle followed in determining the amount of consideration

Suntrust will acquire Stateland, Inc. at the agreed purchase price based on the closing Balance Sheet equity of Statelandas of 31 May 2018 subject to adjustments, valuation, and appraisement mechanism spelled out in the Memorandum ofAgreement executed by the parties.

Terms of payment

Cash, full payment at closing date.

Conditions precedent to closing of the transaction, if any

Approval of the Philippine Competition Commission.

Any other salient terms

Number of shares acquired - 111,404,525 shares of stock and certain allied and related properties, on top of Stateland’sexisting horizontal and upscale pocket townhouse developments spread across more than 200 hectares in South Luzonand some parts of Metro Manila.

Identity of the person(s) from whom the shares were acquired or to whom they were sold

NameNature of any material relationship with the Issuer, their directors/

officers, or any of their affiliates

Individual stockholders comprising the majorityowners of Stateland.

None

Effect(s) on the business, financial condition and operations of the Issuer, if any

The acquisition of Stateland will expand the Issuer’s raw land portfolio by another 150 hectares and allow it to own certainallied and related properties, on top of Stateland’s existing developments spread across more than 200 hectares. It willallow the Issuer, through Suntrust, to expand its developments in the CALABARZON area to take advantage of thegrowth prospects therein.

Other Relevant Information

None

Filed on behalf by:

Name Dominic Isberto