Megaworld : Reinvestment Plan

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Mar 11, 20222. 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 Manila6. Industry Classification Code(SEC Use Only) 7. Address of principal office 30th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City Postal Code16348. Issuer's telephone number, including area code (632) 8894-6300/64009. 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	31,852,286,872
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 corporate disclosures, 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 to the Corporate Information Officer of the disclosing party.

Megaworld CorporationMEG PSE Disclosure Form REIT-1 - Reinvestment Plan
References: Rule 4 of the IRR of the REIT Act of 2009 and
Sections 4 and 8 of the Amended PSE Listing Rules for REITS

Report Date

Mar 11, 2022

• InitialFiling
• Amend

Amendment No.:

1

Items amended by Filing

In view of the COVID-19 pandemic and the extended community quarantines and government restrictions on mobility of persons, workers and cargoes and percentage of business operations imposed by the Philippine Government to manage the spread of the virus, Megaworld Corporation ("Megaworld") was constrained to make certain adjustments in its project planning and development activities to optimize its capital expenditures. In view of the foregoing, and following current Philippine Government regulations, Megaworld hereby submits its Amended Sponsor Reinvestment Plan which lays out its plan to invest its net proceeds from the from the Initial Public Offering ("IPO") and December 20, 2021 sale of 4 properties to MREIT, Inc. ("Asset Sale") in malls, offices, land improvements, and other developments, comprising fourteen (14) projects within Metro Manila, Cavite and Batangas, four (4) projects in Bacolod, three (3) in Iloilo, two (2) in Cebu, two (2) projects in Bulacan and Pampanga, and two (2) projects in Boracay and Palawan. All disbursements for such projects are intended to be distributed within one year from receipt of the net proceeds from the IPO and the Asset Sale. As of the date of the Amended Reinvestment Plan, Megaworld is to disburse a total of Php 21.893 billion, which represents the total proceeds from the IPO and Asset Sale less the total disbursements made under the First Reinvestment Plan as of December 31, 2021. No disbursements had been made yet for the projects identified in the Reinvestment Plan for the proceeds from the Asset Sale. The changes in the Reinvestment Plan for the Asset Sale are summarized as follows: 1. A project in The Mactan Newtown township development was included with a planned disbursement of Php1,500.00 million. 2. The Pampanga projects were removed with a planned disbursement of Php1,500.00 million.

Exact Name of REIT as Specified in its Charter	MREIT, INC.
Address of Principal Office	18th Floor, Alliance Global Tower, 36th Street corner 11th Avenue Uptown Bonifacio, Taguig City 1634
SEC Identification Number	CS202052294
BIR Identification Number	502-228-971-000
Name of REIT Corporation:	MREIT, INC.
Reinvestment Plan Period:	Dec 15, 2021

A. Income-Generating Properties Transferred by the Sponsors/Promoters to the REIT

Name of Sponsor/Promoter	Description of Property Transferred	Certificate of Title of Property	Transfer Value of the Property to the REIT
Megaworld Corporation	Two Techno Place, Iloilo Business Park, Brgy.Buhang, Mandurriao, Iloilo City	Tax Declaration No. 20-05-004-01350	PhP1,465,000,000.00
Megaworld Corporation	Three Techno Place (Building D), Iloilo BusinessPark, Mandurriao, Iloilo City	Tax Declaration No. 18-05-015-01740	PhP1,242,000,000.00
Megaworld Corporation	One Global Center (Building A), Iloilo BusinessPark, Mandurriao, Iloilo City	Tax Declaration No. 18-05-004-00826	PhP1,256,000,000.00
Megaworld Corporation	World Finance Plaza, McKinley Hills, Brgy.Pinagsama, Taguig City	Tax Declaration No.EB-028-002031	PhP5,153,000,000.00

B. Estimated Amount of Proceeds/Money to be Realized by the Sponsors/Promoters
I. From the Subsequent Sale of REIT shares or other securities issued in exchange for income-generating real estate transferred by the Sponsors/Promoters to the REIT

Name of Sponsor/Promoter	Estimated Amount of Proceeds
-	-

II. From the Sale of income-generating real estate to the REIT

Name of Sponsor/Promoter	Estimated Amount of Proceeds
Megaworld Corporation	9,116,000,000

C. The Reinvestment Projects
Description of the Real Properties/Infrastructure Projects subject of the Reinvestment Policy

Description of the Real Properties/ Infrastructure Projects	Location	Estimated Timing of Disbursement of the Money/ Proceeds for Reinvestment	Percentage of Completion as of the Date of the Reinvestment Plan	Type of Investment (Direct ownership, shareholding, etc.)
Northwin Global City	Bulacan	Q1 2022 and Q3 2022	7%	Indirect
Iloilo Business Park	Iloilo	Q2 2022 to Q4 2022	25%	Direct
Paragua Coastown	Palawan	Q1 2022 to Q2 2022	7%	Indirect
The Mactan Newtown	Mactan	Q1 2022 to Q4 2022	15%	Indirect
Bacolod Projects	Bacolod	Q2 2022 to Q4 2022	20%	Indirect
Cavite Projects	Cavite	Q2 2022 to Q4 2022	10%	Direct
Manila Projects	Manila	Q3 2022 to Q4 2022	10%	Direct
Taguig Projects	Taguig	Q2 2022 to Q4 2022	25%	Direct
The Mactan Newtown	Mactan	Q2 2022 to Q4 2022	8%	Indirect

Other Relevant Information

Please see the attached Amended Reinvestment Plan for more details.

Filed on behalf by:

Name	Anna Michelle Llovido
Designation	Corporate Secretary