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 17, 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	31,850,400,872
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 17, 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 for the Initial Public Offering of MREIT, Inc.'s shares ("IPO"), which lays out its plan to invest its net proceeds in malls, offices, land improvements, and other developments, comprising eleven (11) projects within Metro Manila, Cavite and Batangas, four (4) projects in Bacolod, two (2) in Iloilo, and one (1) project in Pampanga. All disbursements for such projects are intended to be distributed within one year upon receipt of the net proceeds from the IPO. As of the date of the Amended Reinvestment Plan, Megaworld is to disburse a total of Php 13.236 billion, which represents the net proceeds from the IPO less the total disbursements made under the Reinvestment Plan as of December 31, 2021. Following regulations, said amount should be fully disbursed within one year from receipt of proceeds by Megaworld. Pursuant to the REIT law and its implementing rules and regulations, the Sponsor has until September 30, 2022 to disburse the proceeds from the IPO. The changes in the Reinvestment Plan for the IPO Proceeds are summarized as follows: 1. The Two Fintech building and Office - Pampanga project were removed from the list with projected disbursements of Php110.00 million and Php 530.00 million, respectively. 2. The following projects were included in the list: a. Eastwood City Projects b. Arcovia Projects c. Boracay Newcoast Projects d. Arden Botanical Estate Projects e. Twin Lake Projects 3. Increase in planned disbursements for the following projects: a. Commercial - Bacolod b. Commercial 2 - Bacolod c. Hotels 4. Decrease in planned disbursements for the following projects: a. One LeGrand Tower b. One Paseo c. Worldwide Plaza d. No. 1 Upper East Avenue e. International Finance Center f. Office - Taguig g. Office/Commercial - Pampanga

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, Metro Manila, Philippines
SEC Identification Number	CS202052294
BIR Identification Number	502-228-971-000
Name of REIT Corporation:	MREIT, Inc.
Reinvestment Plan Period:	Oct 1, 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
N.A	-	-	-

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
Megaworld Corporation	Php14.790 billion

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

Name of Sponsor/Promoter	Estimated Amount of Proceeds
-	-

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.)
One LeGrand Tower	McKinley West, Taguig	Q4 2021	100%	Direct
One Paseo	ArcoVia City, Pasig	Q4 2021	100%	Direct
Worldwide Plaza	Uptown Bonifacio, Taguig	Q4 2021	99%	Direct
No. 1 Upper East Avenue	The Upper East, Bacolod	Q4 2021, Q2 2022 to Q3 2022	11%	Indirect
International Finance Center	Uptown Bonifacio, Taguig	Q4 2021	28%	Direct
Enterprise One	Iloilo Business Park	Q4 2021, Q2 2022 to Q3 2022	13%	Direct
Office - Iloilo	Iloilo Business Park	Q4 2021 to Q3 2022	6%	Direct
Office - Taguig	Taguig	Q4 2021 to Q3 2022	8%	Direct
Office / Commercial - Cavite	Maple Grove, Cavite	Q4 2021 to Q3 2022	8%	Direct
Office / Commercial - Pampanga	Pampanga	Q1 2022	8%	Indirect
Commercial - Bacolod	The Upper East, Bacolod	Q4 2021, Q2 2022 to Q3 2022	8%	Indirect
Commercial 2 - Bacolod	Northill Gateway, Bacolod	Q4 2021, Q2 2022 to Q3 2022	7%	Indirect
Hotel	Various	Q1 2022 to Q3 2022	5%	Indirect
Eastwood City Projects	Eastwood, Quezon City	Q1 2022 to Q3 2022	90%	Indirect
Arcovia City Projects	ArcoVia City	Q1 2022 to Q3 2022	10%	Indirect
Boracay Newcoast Projects	Boracay Newcoast	Q1 2022 to Q3 2022	20%	Indirect
Arden Botanical Estate Projects	Arden Botanical Estate, Cavite	Q1 2022 to Q3 2022	5%	Indirect
Twin Lakes Projects	Twin Lakes, Tagaytay	Q1 2022 to Q3 2022	7%	Indirect

Other Relevant Information

The Amendment to the Reinvestment Plans of Megaworld Corporation dated 9 September 2021 and 15 December 2021 were split into two separate amendment documents. Other than the splitting of the Amended Reinvestment Plan into two, there were no other changes to the Amended Reinvestment Plans. This disclosure was also amended to update the summary of items amended. Please see the attached Amended Reinvestment Plan for more details.

Filed on behalf by:

Name	Anna Michelle Llovido
Designation	Corporate Secretary