Philippine Infradev Holdings Inc.

(the “Company”) wishes to inform the investing public that

today, its Board of Directors and the Board of Directors of Makati City Subway Inc. (MCSI), a
wholly owned subsidiary of the Company, approved the following resolutions and/or executed
the following documents, as may be applicable to each company:

A. Investment of Hong Kong Binjiang Industrial Limited in MCSI

The Company and MCSI obtained board approvals and executed the following
agreements with Hong Kong Binjiang Industrial Limited (“HK Binjiang”), a wholly-
owned subsidiary of Redco Properties Holdings Limited, which in turn is a wholly owned
subsidiary of Redco Properties Group Limited:

a. Share Purchase Agreement, where HK Binjiang agreed to be part of the

consortium that shall undertake the construction, operation and maintenance of
the Makati City Subway System by acquiring a 35% direct equity investment in
MCSI through: (i) the purchase of the Company’s unpaid subscription rights to 15
million common shares of MCSI for a purchase price of US$30 million payable
within 10 business days from effectivity of the agreement; and (ii) subscription of
36 million primary common shares of MCSI for a total subscription price of
US$72 million, payable in two (2) tranches, i.e., US30 million (first payment) and
US$42 million (second payment), subject to the Company’s completion of
conditions precedent; and

b. Shareholders’ Agreement between the Company and HK Binjiang, with the

conformity of MCSI, to govern the parties’ rights and obligations as shareholders
in MCSI.

There is no relationship between Redco Properties Holdings Limited on one hand and
IRC and Makati City Subway Inc. (MCSI) on the other hand prior to the investment of
Hong Kong Binjiang Industrial Limited in MCSI.

Prior to Investor Subscription

Immediately prior to the execution of the Share Purchase Agreement, the total issued and
outstanding capital stock of MCSI was as follows:

Shareholder Share No. of Par Value Amount Subscribed Percentage

Type Subscribed
Shares
Infradev Common 106,000,000 Php100.00 Php10,600,000,000.00 100%
Upon Investor Subscription

Upon the execution and completion of the Share Purchase Agreement, the equity structure of the
MCSI shall be as follows:

Shareholder Share No. of Par Value Amount Subscribed Percen-

Type Subscribed tage
Shares
Infradev Common 94,714,300 Php100.00 Php9,471,430,000.00 65%
HK Binjiang Common 51,000,000 Php100.00 Php5,100,000,000.00 35%
Total 145,714,300 Php14,571,430,000.00 100%

The effectivity of the investment of HK Binjiang in MCSI is subject to the receipt by the
Company of any of the following from the Philippine Competition Commission (PCC):

1. Letter or notification acknowledging the receipt of the letter of non-coverage (if

the Agreement is not covered by the compulsory notification under the Philippine
Competition Act); or

2. A decision of no further action or non-objection or the period for review lapses

without any PCC decision having been issued (if the Agreement is covered by
compulsory notification under the Philippine Competition Act).

The execution of the foregoing documents, as well as the TOD Agreement (discussed
below) effectively cancels and terminates the Investment Agreement dated 28 October
2019 between the Company and Hui Gao Investments Development Limited.

B. Transport Oriented Development (TOD) Agreement between MCSI and HK

Binjiang

The MCSI also obtained board approval and executed a Transit Oriented Development
(TOD) Agreement with HK Binjiang that will ensure availability of funds required to
complete the construction of the Makati Subway System as well as support the operation
and maintenance cost of the subway system from the proceeds of the topside
development of approximately 17.87 hectares of land required for the Project.

Pursuant to the Share Purchase Agreement, HK Binjiang agreed to be part of the

Consortium that will undertake the Makati Subway Project. Pursuant to which and on the
same date of the entering of the Share Purchase Agreement, HK Binjiang, Aggregate
Business Group (ABG) Holdings, Inc. and MCSI entered into the Transit Oriented
Development (TOD) Agreement pursuant to which HK Binjiang and ABG agreed,
among other things, to incorporate Makati Redco Transit Development Corporation
(MRTD) and also agreed, through MRTD (the “Developer”), to be jointly responsible for
the development and construction of the TOD of approximately 17.87 hectares (7.87
hecatres Makati Properties and 10 hectares Acquired Land) out of the 32.87 hectares of
the Required Land for the Makati Subway Project (the “Required Land”).
 The gross revenue to be generated from the TOD of the Makati Properties will be shared
between MCSI (on one hand), and the Developer (on the other hand) on a 30:70 basis
until and upon the issuance of the certificate of final completion for the Makati Subway
System pursuant to the Makati Joint Venture Agreement, and after which all revenue
from the TOD of the Makati Properties will be for the benefit of the Developer. For
clarity, the share of MCSI in the revenues from the TOD of the Makati Properties shall
still cover costs incurred for the construction and completion of the Makati Subway
System but payable after the issuance of certificate of final completion.

Pursuant to the TOD Agreement, MCSI agreed, among other things, to provide or
procure to provide the Required Land for the development of the Project, and ensure and
procure the Makati City Government to provide necessary consent or permits or rulings
for the development of the Makati Subway System and the TOD of the Required Land.
On the other hand, the Developer agreed, among other things, to be responsible for the
development, construction, operation and management of the TOD of the Required Land
and agreed to share certain portion of the gross revenue and earnings from the Makati
Properties and the 10-Hectare Acquired Land (as the case may be) with MCSI to be used
by MCSI for funding the construction, normal operation and maintenance cost of the
Makati Subway System. As regards the 15-Hectare Acquired Land, MCSI, at its sole and
absolute discretion, may directly develop the same or give the development rights of the
TOD, in whole or in part, to the Developer or to any other party under an arms’ length
transaction and on normal commercial terms. Gross revenue and EBIDTA Sharing The
gross revenue to be generated from the TOD of the Makati Properties will be shared
between MCSI (on one hand), and the Developer (on the other hand) on a 30:70 basis
until and upon the issuance of the certificate of final completion for the Makati Subway
System pursuant to the Makati Joint Venture Agreement. MCSI will utilize the 30% share
of the gross revenue to be generated from the TOD of the Makati Properties for the
construction and completion of the Makati Subway System. After completion of the
construction of the Makati Subway System, all revenue generated from the TOD of the
Makati Properties will be retained by the Developer.

C. Amending the Subscription Agreement dated 31 October 2019 with the Makati City
Government

1. Providing a cumulative dividend rate of 2% per annum to the 722,320,940

convertible preferred shares in the Company subscribed by the Makati City
Government (the “MCG Subscription”);

2. Splitting the MCG Subscription into two (2) separate subscription agreements, to
wit:

a. 656,655,400 convertible preferred shares with a par value of

Php10.00/share or total subscription price of PhP6,566,554,000.00 to be
paid with real properties having an appraised value of
 PhP6,566,554,000.00 (as determined by PSE and SEC accredited appraisal
company, Asian Appraisal Company, Inc.); and

b. 65,665,540 convertible preferred shares, with a par value of

Php10.00/share or total subscription price of PhP656,655,400.00 to be
paid through offsetting of the cumulative 2% annual dividends due on the
MCG Subscription for 5 years until the 722,320,940 convertible preferred
shares are fully paid.

D. Amending the two (2) Subscription Agreements dated 28 October 2019 and 30
October 2019, respectively, executed between the Company and MCSI

1. The US$30,000,000.00 received by MCSI from IRC under the Subscription

Agreement dated 30 October 2019 for 15,000,000 MCSI Common Shares shall be
applied as payment for IRC’s initial subscription in MCSI. Upon incorporation of
MCSI and as indicated in the Articles of Incorporation of MCSI, Infradev had an
initial subscription of 40,000,000 common shares with par value of Php100.00 per
share or total subscription price of Php4,000,000,000 in MCSI of which,
Php1,000,000,000 was paid up.

2. IRC previously executed the following Subscription Agreements with MCSI:

(i) Subscription Agreement dated 28 October 2019 for 51,000,000 MCSI

Common Shares; and

(ii) Subscription Agreement dated 30 October 2019 for 15,000,000 MCSI

Common Shares.

As mentioned above, the US$30,000,000.00 received by MCSI from IRC under the
Subscription Agreement dated 30 October 2019 for 15,000,000 MCSI Common Shares
shall be applied as payment for IRC’s initial subscription of 40,000,000 common shares
with par value of Php100.00 per share or total subscription price of Php4,000,000,000 in
MCSI, and, thus, the subscription price under this Subscription Agreement shall now be
unpaid. Hence, both the subscription for 51,000,000 MCSI Common Shares and for
15,000,000 MCSI Common Shares remain unpaid after the application of the
US$30,000,000.00 to the initial subscription.

The subscription price under the Subscription Agreement dated 28 October 2019 for
51,000,000 MCSI Common Shares is unpaid.

The said Subscription Agreements for a total of 66,000,000 MCSI Common Shares shall
be amended. Under the Amended Subscription Agreements:

(i) 65,665,540 of the 66,000,000 MCSI Common Shares with a par value of
Php100.00 per share or total subscription price of PhP6,566,554,000.00
 shall be paid with real properties having an appraised value of
PhP6,566,554,000.00; and

(ii) the balance of 334,460 MCSI Common Shares with a par value of
Php100.00 per share or total subscription price of PhP33,446,000 shall be
paid within 30 days from execution of the Amended Subscription
Agreement.

The parties to the previous Subscription Agreements and the Amended Subscription
Agreements are IRC and MCSI.
E. Additional Subscription by the Company of MCSI Common Shares

1. New subscription by the Company to 3,714,300 common shares of MCSI with a

par value of PhP100.00 per share, for an issue price pf PhP371,430,000.00 to be
paid within 60 days from execution of the Subscription Agreement.

Prior to the additional subscription by IRC of 3,714,300 MCSI Common Shares

No. of
Share
Shareholder Subscribed Par Value Amount Subscribed Percentage
Type
Shares
Infradev Common 106,000,000 Php100.00 Php10,600,000,000.00 100%

After the additional subscription by IRC of MCSI Common Shares:

No. of
Share
Shareholder Subscribed Par Value Amount Subscribed Percentage
Type
Shares
Infradev Common 109,714,300 Php100.00 Php10,971,430,000.00 100%

After the effectivity of the Share Purchase Agreement (i.e., assignment of 15,000,000
MCSI Common Shares from IRC to HK Binjiang and subscription of 36,000,000 MCSI
Common Shares by HK Binjiang):

No. of
Share
Shareholder Subscribed Par Value Amount Subscribed Percentage
Type
Shares
Infradev Common 94,714,300 Php100.00 Php9,471,430,000.00 65%
HK Binjiang Common 51,000,000 Php100.00 Php5,100,000,000.00 35%
Total 145,714,300 Php14,571,430,000.00 100%
Finally, the Company also wishes to inform the investing public of the following matters:

a. Amendment of all other documents to be consistent with all of the above and the
execution of the pertinent agreements implementing the transactions contemplated
above; and

b. The Notice to Proceed for the Makati Subway Project under the Public-Private
Partnership agreement with the Makati City Government was received by IRC
today, 18 February 2020.