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NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

FOR : The Stockholders of CENTURY PROPERTIES GROUP INC. FROM : The Corporate Secretary SUBJECT : 2020 Annual Stockholders’ Meeting on JULY 26, 2021 Please be informed that the annual stockholders’ meeting of CENTURY PROPERTIES GROUP INC. (the “Corporation”) shall be held on JULY 26, 2021, Monday at 10:00 a.m., to be conducted virtually and attendance at the meeting will be via remote communication only. Only common stock shareholders as of JUNE 25, 2021 shall be entitled to notice and to vote at the said meeting. The agenda for the said meeting shall be as follows:

1. Call to order 2. Certification of notice and the existence of a quorum 3. Approval of the minutes of the Annual Stockholders’ Meeting held on August 27, 2020 4. Annual Report of the President 5. Ratification of all Acts and Proceedings of the Board of Directors

and Corporate Officers 6. Approval of the 2020 Audited Consolidated Financial Statements of

the Corporation 7. Election of Members of the Board of Directors and three Independent

Directors 8. Appointment of External Auditor for 2021 9. Other Matters

i. Amendment of Article 5 of the Amended Articles of Incor-poration to increase the number of Directors from eleven (11) to twelve (12)

10. Adjournment

In light of the current conditions and in support of the measures to prevent the spread of COVID-19, there will be no physical meeting. Stockholders may only attend and participate in the meeting by remote communication. Stockholders may vote electronically in absentia, subject to validation procedures.

Stockholders who intend to attend by remote communication are required to REGIS-

TER via https://www.century-properties.com/asm2021/ on or before July 15, 2021. The instructions, procedures and requirements for electronic voting in absentia and

participation by remote communication shall be sent to the email address provided in the stockholder’s registration from.

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The link through which the Meeting may be accessed shall be sent to the email ad-

dress of the registered stockholder after validation. The procedures for participating in the meeting through remote communication and for casting of votes in absentia will be set forth and discussed in details in the Company’s Definitive Information Statement (SEC Form 20-IS).

The Definitive Information Statement, Management Report, Audited Financial State-ments, Quarterly Report/s and other documents relative to the Annual Stockholders’ Meet-ing, including the Procedures and Guidelines on the participation by remote communica-tion and voting in absentia may be accessed, beginning on JULY 1, 2021 through any of the following:

1. Go to the Corporation website via this link: https://www.century-proper-ties.com/

2. Go to the PSE EDGE portal via https://edge.pse.com.ph/ or; 3. Request for a copy by sending an email to icsales@century-properties.com or

danny.bunyi@divinalaw.com

For ASM-related queries, you may send an email to icsales@century-properties.com or danny.bunyi@divinalaw.com or contact us at (02) 7-7938905.

ATTY. DANNY E. BUNYI Corporate Secretary

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PART II. PROXY FORM

CENTURY PROPERTIES GROUP INC.

Item 1: Identification This proxy is being solicited by CENTURY PROPERTIES GROUP INC. (the “Company”). The Chairman of the Board of Directors or, in his absence, the President of the Company will vote the proxies at the Annual Stockholders’ Meeting to be held on on JULY 26, 2021, MONDAY at 10:00 a.m. Item 2: Instructions

(a) The proxy form must be completed, signed and dated by the stockholder on or before 15 July 2021 or his duly authorized representative, and received by the Compliance Officer not later than 5:00 p.m. on 15 July

2021 via the following email addresses:

icsales@century-properties.com or danny.bunyi@divinalaw.com You may also send the forms via courier to the following address: Atty. Isabelita Ching-Sales 19th Floor Pacific Star Bldg, Makati Ave., Makati City, 1200

(b) The stockholder may withhold authority to vote on any nominee/s by lining through or striking out the name of the specific nominee for which authority to vote is withheld.

(c) In case of a corporate stockholder, the proxy must be accompanied by a corporate secretary’s certificate quoting the board resolution authorizing the relevant corporate officer to execute the proxy for the corpo-rate stockholder.

(d) Validation of proxies will be done by the Corporate Secretary and persons designated by the Corporate

Secretary on July 16, 2021

(e) The manner in which this proxy shall be accomplished, as well as the validation hereof shall be governed by the provisions of Rule 20 Section 11(b) of the SRC IRR.

(f) The stockholder executing the proxy shall indicate the manner by which he wishes the proxy to vote on the

matters in (1), (2), (3), (4), (5),(6) and (7) (8) (9) below by checking the appropriate box. Where the boxes (or any of them) are unchecked, the stockholder executing the proxy is deemed to have authorized the proxy to vote “FOR” the items below.

The undersigned hereby appoints the Chairman of the Board of Directors of the Company; or in his absence or any sub-stitute proxy designated by him, the President of the Company, with full power of substitution and delegation, as the proxy of the undersigned, to represent and vote all of the shares of common stock of the undersigned at the ANNUAL stockholders’ meeting of the Company to be held on August 27, 2020 and at any and all adjournments or postponements thereof, for the purpose of acting on the proposals enumerated below:

Item 3: Revocability of Proxy Any stockholder who executes the proxy enclosed with this statement may revoke it at any time before it is exercised by submitting to the Corporate Secretary a written notice of revocation not later than the start of the meeting, or by attending the meeting in person. Item 4: Persons Making the Solicitation The solicitation is made by the Management of the Company. No director of the Company has informed the Company in writing that he intends to oppose an action intended to be taken up by the Management of the Company at the annual stockholders’ meeting. Solicitation of proxies shall be made through the use of e-mail or courier mail. Item 5: Interest of Certain Persons in Matters to be Acted Upon No director, officer, nominee for director, or associate of any of the foregoing, has any substantial interest, direct or indirect, by security holdings or otherwise, on the matter to acted upon at the annual stockholders’ meeting to be held on July 26, 2021

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Proposal FOR AGAINST ABSTAIN

1. Approval of the minutes of the 2019 Annual Stockholders’ Meeting held on August 27, 2020

2. Presentation and approval/ratification of the 2016 Reports and Audited Financial Statements for year ended December 31, 2020

3. Ratification of the acts of the Board of Directors and of Management; To approve, ratify and confirm all previous acts of the Board from March 1, 2020 to March 31, 2021

4. Election of Directors FOR DO NOT VOTE WITHHOLD AU-THORITY TO VOTE

Jose E. B. Antonio

John Victor R. Antonio

Jose Marco R. Antonio

Jose Carlo R. Antonio

Ricardo P. Cuerva

Rafael G. Yaptinchay

Hilda R. Antonio

INDEPENDENT DIRECTORS

Jose Cuisia

Stephen CuUnjieng

Carlos C. Ejercito

Aileen Christel U. Ongkauko

David L. Almirol, Jr.

FOR AGAINST ABSTAIN

5. Appointment of Sycip Gorres, Velayo & Co. as External Auditors

6. Other Matters: i.Amendment of Article 5 of the Amended Articles of Incorporation to in-crease the number of Directors from eleven (11) to twelve (12)

7. Consideration of such other business as may properly come before the meeting

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_____________ ____________________________________________________ Date of Proxy (Signature above printed name, including title when signing for a corporation

or partnership or as an agent, attorney or fiduciary).

THE PROXY SHOULD BE RECEIVED BY THE CORPORATE SECRETARY ON OR BEFORE JULY 15, 2021 THE DEADLINE FOR THE SUBMISSION OF PROXIES. THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE STOCKHOLDER(S). IF NO VOTE FOR A DIRECTOR IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE MATTERS STATED ABOVE AND FOR SUCH OTHER MATTERS AS MAY BE PROPERLY COME BEFORE THE MEETING IN THE MANNER DESCRIBED IN THE INFORMATION STATEMENT AND/OR AS RECOMMENDED BY MANAGEMENT OR THE BOARD OF DIRECTORS. A STOCKHOLDER GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME BEFORE THE RIGHT GRANTED IS EXERCISED. A PROXY IS ALSO CONSIDERED REVOKED IF THE STOCKHOLDER ATTENDS THE MEETING IN PERSON AND EXPRESSED HIS INTENTION TO VOTE IN PERSON

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SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20

OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:

[] Preliminary Information Statement

[x] Definitive Information Statement

2. Name of Registrant as specified in its charter: CENTURY PROPERTIES GROUP INC. (“Company”)

3. Province, country or other jurisdiction of incorporation or organization: PHILIPPINES

4. SEC Identification Number: 60566

5. BIR Tax Identification Code: 004-504-281

6. 21st Floor, Pacific Star Building, Senator Gil Puyat Corner Makati Avenue, Makati City Address of principal office Postal Code

7. Registrant’s telephone number, including area code: (632)7- 7935500

8. JULY 26, 2021 AT 10:00 a.m. TO BE HELD VIRTUALLY

Date, time and place of the meeting of security holders

9. Approximate date on which the Information Statement is first to be sent or given to security holders:

JULY 1, 2021 10. In case of Proxy Solicitations:

Name of Person Filing the Statement/Solicitor: CENTURY PROPERTIES GROUP INC./ Address and Telephone No.: 21st Floor, Pacific Star Building, Senator Gil Puyat Corner Makati Avenue, Makati City (632) 7-793-5500 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA

(information on number of shares and amount of debt is applicable only to corporate registrants):

Title of Each Class Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding Common Shares 11,599,600,690

Preferred Shares 30,000,000 12. Are any or all of registrant's securities listed in a Stock Exchange?

Yes __X__ No _______ If yes, disclose the name of such Stock Exchange and the class of securities listed therein: The Company’s 11,699,723,690 common shares and 30,000,000 preferred shares are listed in the

Philippine Stock Exchange.

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PART I. INFORMATION REQUIRED IN INFORMATION STATEMENT

A. GENERAL INFORMATION Date, Time and Place of Meeting of Security Holders.

(a) Date, time and place of the meeting:

JULY 26, 2021, Monday at 10:00 a.m., to be conducted virtually and attendance at the

meeting will be via remote communication

(b) Complete mailing address of the principal office of the registrant:

21st Floor, Pacific Star Building, Senator Gil Puyat corner Makati Avenue, Makati City

(c) Intended date of sending out copies of the information statement: JULY 1, 2021

Dissenters' Right of Appraisal Other than those stated in the Agenda, there are no significant matters to be taken up during the meeting that may give rise to the exercise by any dissenting stockholder of the right of appraisal. Any stockholder of the

Company may exercise his right of appraisal against any proposed corporate action that qualifies as an instance under Section 81 of the Corporation Code and which gives rise to the exercise of such appraisal right pursuant to and in the manner provided under Section 82 of the Corporation Code. Sections 81 and 82 of the Corporation Code provide:

Sec. 81. Instances of appraisal right. — Any stockholder of a corporation shall have the

right to dissent and demand payment of the fair value of his shares in the following instances:

1. In case any amendment to the articles of incorporation has the effect of changing or re-stricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or short-ening the term of corporate existence;

2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in this Code; and

3. In case of merger or consolidation.

Sec. 82. How right is exercised. — The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate action, by making a written demand on the corporation, within thirty (30) days after the date on which the vote was taken for payment of the fair value of his shares: Provided, That failure to make the demand within such period shall be

deemed a waiver of the appraisal right. If the proposed corporate action is implemented or effected, the corporation shall pay to such stockholder, upon surrender of the certificate(s) of stock repre-senting his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action.

If within a period of sixty (60) days from the date the corporate action was approved by the stockholders, the withdrawing stockholder and the corporation cannot agree on the fair value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom

shall be named by the stockholder, another by the corporation, and the third by the two thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by the corporation within thirty (30) days after such award is made: Provided, that no payment shall be made to any dissenting stockholder unless the corporation has unrestricted retained earnings in its

books to cover such payment: and Provided, further, That upon payment by the corporation of the agreed or awarded price, the stockholder shall forthwith transfer his shares to the corporation.

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Interest of Certain Persons in or Opposition to Matters to be Acted Upon

(a) Except for the fact that five (5) directors of the Company, namely, Mr. Jose E.B. Antonio, Mr. John Victor R. Antonio, Mr. Jose Marco R. Antonio, , Mr. Jose Carlo R. Antonio and Mrs. Hilda R. Antonio, are likewise directors of the Company and Century Properties Inc., none among the Company’s officers,

members of the Board of Directors, and nominees thereto, including any of their associates, have any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon, other than the election to office, during the annual stockholders’ meeting.

(b) No written communication has so far been received by the Company from any of its directors conveying

any intention to oppose any action to be taken at the said meeting. B. CONTROL AND COMPENSATION INFORMATION

Voting Securities and Principal Holders Thereof

(a) As of MARCH 31, 2021, ELEVEN BILLION FIVE HUNDRED NINETY NINE MILLION SIX HUNDRED THOUSAND ANS SIX HUNDRED NINETY (11,599,600,690) common shares of the Company have

been issued and are outstanding. Treasury shares amount to ONE HUNDRED MILLION ONE HUNDRED TWENTY THREE THOUSAND (100,123,000) shares.

As of MARCH 31, 2021 THIRTY MILLION SHARES (30,000,000) preferred shares of the Copmpany have been issued and are outstanding.

As of MARCH 31, 2021, 149,963,748 shares or 1.292% of the total outstanding shares are owned by Non-Filipinos.

(b) All COMMON shareholders of record at the close of business hours on June 15, 2021 shall be entitled

to notice of and to vote at the annual stockholders’ meeting.

(c) For the matters requiring a vote in the annual stockholders’ meeting, each common share shall be entitled to one vote.

(d) Information required by Part IV paragraph (C) of “Annex C”

(1) Security Ownership of Certain Record and Beneficial Owners

As of MARCH 31, 2021, the Company is aware of only (2) stockholders owning in

excess of 5% of its common stock to the extent set forth in the table below:

________________________________________________________________________________

(1) Title of class (2) Name, address (3) Name of Beneficial (4) Citizenship (5) No. of Shares (6) Percent

of record owner and Owner and Relationship Held

relationship with issuer with Record Owner

Common

Century Properties Inc. (CPI)1 Filipino 5,773,617,049 49.348%

21/F Pacific Star. Bldg

Makati Ave, Makati City

(relationship with issuer – Parent)

PCD Nominee Corporation PCD Fil* Filipino 4,563,327,174 39.004%

1 N.B. CPI is the direct and beneficial owner of the shares. CPI has designated Mr. Jose E.B. Antonio or in his absence either Mr. Jose

Marco R. Antonio or Mr. John Victor R. Antonio or Mr. Jose Carlo R. Antonio, as its proxy to vote during the stockholders’ meeting of

the Company. The total shareholding of CPI consists of directly issued shares for 5,773,617,049.

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(Filipino)

G/F Phil Stock Exchange

Bldg., Makati

(relationship with issuer – None)

*PCD Nominee Corporation (Filipino) is a beneficial stockholder of CPGI held by accredited brokers and institu-

tions. The Company shall be notified of their proxies 10 days prior to the Annual Stockholders Meeting or by July

15, 2021. It has a total shares of 4,563,327,174 or 39.00% of the outstanding capital stock– beneficial

owners owning 5% or more as of MARCH 31, 2021. The following are the PCD participants with sharehold-

ings of around 5% or more:

BDO Securities Corp 1,083,941,494 shares 9.264%

20th Floor, South Tower, BDO Corporate Center,

7899 Makati Avenue, Makati City,

(2) Security Ownership of Management

As of MARCH 31, 2021, the amount and nature of the ownership of the Company’s shares held by its

directors and senior officers are set forth in the table below:

(1) Title of class

(2) Name of beneficial

Owner

(3) Amount and

nature of benefi-

cial ownership

(4) Citizen-

ship

Percent

of Class

Common Jose E.B. Antonio 79,530,001 – Direct Filipino 0.68%

Common John Victor R. Antonio 1 – Direct Filipino 0.000000028

%

Common Jose Marco R. Antonio 1 – Direct Filipino 0.000000028

%

Common Jose Carlo R. Antonio 1 – Direct Filipino 0.000000028

%

Common Rafael G. Yaptinchay 1 – Direct Filipino 0.000000028

%

Common Ricardo Cuerva 214,995,169– Direct Filipino 1.838%%

Common Jose L. Cuisia 1 – Direct Filipino 0.000000028

%

Common Stephen T. Cuunjieng 1 – Direct Filipino 0.000000028

%

Common Carlos C. Ejercito 1 – Direct Filipino 0.000000028

%

Common Hilda R. Antonio 1 – Direct Filipino 0.000000028

%

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(3) Voting Trust Holders of 5% or More

The Company is not aware of any persons holding more than 5% of any class of its

share under a voting trust arrangement.

(4) Changes in Control

On May 31, 2011, the Company has been made aware that El Paso Philippines Energy

Company, Inc.’s (“EPPECI”) entered into an agreement with Century Properties, Inc.

(“CPI”), providing for the terms and conditions for the purchase by CPI of EPPECI’s

284,250,000 issued and outstanding fully-paid and preferred shares of stocks of EPHE and

67,096,092 issued and outstanding fully-paid common shares of stock in the Company,

which will thereby effect a change in the ownership and control of the Company.

On July 11, 2011, the Company further disclosed that CPI has commenced a negotiated purchase thru a Deed of Assignment of Shares of Stock dated May 31, 2011 with EPPECI for the following acquisitions: (1) 67,096,092 common shares (“Public Sale Shares”) of

East Asia Power Resources Corporation (EAPRC) equivalent to 1.888% of EAPRC and (2) 284,250,000 common and preferred shares (“Private Sale Shares”) of EPHE resulting to an indirect acquisition of equivalent to 91.695% of the total issued and outstanding capital stock of EAPRC. The purchase price for the Public and Private Sale Shares amounts

to a total consideration of Php127,406,794.31 (the “Private Sale Consideration”) allocated as follows: Php2,569,732.51 for the Public Sale Shares and Php124,837,061.80 for the Private Sale Shares.

On the same date, CPI and EAPRC executed and signed two (2) Deeds of Assignment of Shares of Stock effectively superseding the May 31, 2011 Deed of Assignment to finally

close the above-mentioned acquisitions (1) Public Sale Shares and (2) Private Sale Shares. The July 11, 2011 Deeds of Assignment contained the same terms and conditions as stated in the May 31, 2011 Deed of Assignment thereby effecting a change in the owner-ship and control of the Company.

Common Domie S. Eduvane none Filipino 0.0000000%

Common Atty. Danny E. Bunyi none Filipino 0.0000000%

Common Carlos Benedict K. Rivilla, IV none Filipino 0.0000000%

Common Maria Theresa Fucanan –Yu none Filipino 0.0000000%

Common Isabelita Ching Sales none Filipino 0.0000000%

Common Ponciano S. Carreon Jr. none Filipino 0.0000000%

Common Ritchelle T. Cordero none Filipino 0.0000000%

Common

Aggregate shareholding of all

directors and officers as a

group

294,525,178

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Directors and Executive Officers (a) The information required by Part IV, paragraphs (A), (D)(1) and D(3) of “Annex C”.

(1) Directors are generally elected to serve for a term of one (1) year, and until their successors are elected

and qualified during the next stockholders’ meeting.

Independent Directors The independent directors of the Company are pre-screened and qualified by the Nomination and Remuneration Committee of the Company under the procedures laid down in the Company’s By-Laws and its Manual on Corporate

Governance regarding the election of directors to ensure that each of the independent directors possess all the qualifications and none of the disqualifications of an independent director, pursuant to the Revised Code of Corporate Governance Memorandum Circular No. 6 Series of 2009.

In approving the qualifications of the nominees for independent directors, the members of the Nomination and Remuneration Committee of the Company are in compliance with the SRC Rule 38, the guidelines prescribed in SEC Circular No. 16, Series of 2002 on the Guidelines on the Nomination and Election of Independent Directors, the Company’s By-Laws and its Manual on Corporate Governance. The procedure to be observed by the Company for the election of independent directors is as set forth in SEC Circular No. 16, Series of 2002 and SRC Rule 38 of the Amended Rules and Regulations Implementing the Securities Regulation Code and under the Company’s Corporate Governance Manual as per SEC Memorandum Circular No. 6 series of 2009, an independent director must have the following qualifications: (a) “An independent director shall mean a person other than an officer or employee of the Corporation, its parent or subsidiaries, or any other individual having relationship with the Corporation that would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director,” and

(b) “If the independent director becomes an officer or employee of the same Corporation he shall be automatically disqualified from being an independent director’.

Furthermore. in compliance with SEC Memorandum Circular No. 4 series of 2017, the Nomination committee also qualifies the term limits of independent directors for a maximum of 9 years. All current independent directors have not served the maximum term limit, hence the Nomination Committee in its meeting held last June 8, 2021, set to qualify and endorse to the Board the four (4) current Independent Directors as well as one (1) new Independent

Directors . The current independent directors, CARLOS C. EJERCITO, STEPHEN CuUNJIENG, JOSE CUISIA and AILEEN CHRISTEL U. ONGKAUKO, as well as DAVIL L. AMIROL JR. were qualified as independent board members, possess all the

qualifications and none of the disqualifications for independent directors. Furthermore, CARLOS C. EJERCITO, STEPHEN CuUNJIENG, JOSE CUISIA, AILEEN CHRISTEL U. ONGKAUKO and DAVID L. ALMIROL, JR submitted their Certificate of Qualification of Independent Directors on May 30, 2021 (as attached

in this report) which to date have no changes nor amendments with respect to their qualifications in compliance with the SEC Notice dated October 20, 2006 implementing section 38 of the Securities Regulations Code. During its meeting held on June 8, 2021 the Nomination and Remuneration Committee passed upon the qualifi-

cations of the following nominees for the year 2021-2022

1. JOSE CUISIA - nominated by CPI

2. STEPHEN CuUNJIENG - nominated by CPI 3. CARLOS C. EJERCITO - nominated by CPI

4. AILEEN CHRISTEL U. ONGKAUKO – nominated by CPI 5. DAVID L. ALMIROL, JR – nominated by CPI

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Amb. Jose L. Cuisia Jr., 76 years old, Filipino citizen, is the former Ambassador Extraordinary and Plenipoten-tiary of the Republic of the Philippines to the United States. Ambassador Cuisia is also well-respected figure in Philippine business, with over 32 years in financial services, most recently as the President & CEO of the largest and most profitable non-bank financial institution on the Philippines. He serves on the boards of many of the Philippines’ most important private and listed companies, and has shared his expertise as Trustee on various academic institutions and non-government organizations espousing good governance and corporate social re-sponsibility, including the Asian Institute of Management. Ambassador Cuisia has over 10 years of experience in

public service, having served Filipinos as the Governor of the Central Bank of the Philippines and Chairman of its Monetary Board as well as President and CEO of the Philippine Social Security System in the 1980s and 1990s. At the Central Bank, Ambassador Cuisia oversaw the liberalization of foreign exchange controls, resulting in, among others, the entry of more substantial foreign direct investment that strengthened the Philippine Peso

and the country’s foreign exchange reserves. The Ambassador also led the efforts in establishing what is now the Bangko Sentral ng Pilipinas, allowing it to become a more effective guardian of monetary policy and ensuring the stability of the banking system. Amb. Cuisia also serves as Director to various companies namely: Investment & Capital Corporation of the Philippines, Asian Institute of Management, Phinma Corporation, SM Prime Holdings

Inc., Philippine Investment Management, Inc.. He likewise serves as an Independent Director of Manila Water Company, Inc.

Mr. Stephen T. CuUnjieng, 62 years old, Filipino citizen, is a prominent investment banker, and currently serves as an Independent Director, Aboitiz Equity Ventures, Inc. He has a long and extensive experience in investment banking with several major financial institutions including HFS Capital LLC and Evercore Partners, Inc. is the Chairman of Evercore Asia Limited. He is an advisor to a number of Asia’s most prominent companies like San

Miguel Corporation, Samsung Electronics, Tiger Airways, among others. He finished his undergraduate and law degree from Ateneo De Manila University and later on, earned his MBA degree from the Wharton School of Business at the University of Pennsylvania.

Mr. Carlos C. Ejercito, 75 years old, Filipino, is the former Chairman of the United Coconut Planters Bank and currently the Chairman and CEO of Nortern Access Mining, Inc, Forum Cebu Coal Corporation and Kaipara Mining and Development Corporation. He graduated Cum Laude from the University of the East where he finished his Bachelor’s Degree in Business Administration. He became a Certified Public Accountant in 1966. He received his

Master’s Degree in Business Administration at the Ateneo Graduate School of Business in 1976 and graduated from his Management Development Program in 1983 at the Harvard Business School. As of date, he serves as an Independent Director at Aboitiz Power Corporation, Bloomberry Resorts Corporation and Monte Oro Resources and Energy Corporation.

Ms. Aileen Christel U. Ongkauko, 52 years old, Filipino citizen, is concurrently the Group President and Chief Executive Officer of La Filipina Uy Gongco Corporation & Subsidiaries, a highly-diversified agribusiness, livestock and food company established more than a century ago. She is also a Director of South Balibago Resources Inc. and Ateneo Family Business Development Center. Ms. Ongkauko was also former director of Aboitiz Equity

Ventures International, Aboitiz Power International, Pilmico International, and Advisor to the Board for Weather Philippines, Inc. She graduated magna cum laude and was a Departmental Awardee from Ateneo de Manila Uni-versity, where she earned her degree in Bachelor of Arts in Management Economics Mr. David L. Almirol, Jr., 41 years old, Filipino citizen, is a full-time technopreneur and a full-stack programmer by heart. He founded Multisys Technologies Corporation, the leading software solutions company in the Philippines. It is considered as the country's most important technology provider with its platforms being used by more than 2,500 entities from the public and private sectors. Earlier this year, Mr. Almirol has been named

one of the seven The Outstanding Young Men (TOYM) honorees for 2020. TOYM recognizes exemplary individuals who have brought service to others and are true models of exceptional young Filipinos worth emulating by the young generation and the nation in general. He earned his Bachelor of Science major in Computer Science at the University of the Cordilleras. He is currently the President and CEO of Multisys Technologies Corporation,

Multipay Corporation, Multifresh Corporation, Multiparts and Services Center Corporation and a Director of CIS Bayad Center, Inc. CPI, which nominated the five independent directors, are stockholders of the Issuer, and are not related to the

aforementioned three nominees.

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Thereafter, the Nomination and Remuneration Committee, which comprises of the following appointed members:

Jose E.B. Antonio – Chairman of the Committee Carlos C. Ejercito – Member (Ind. Director)

Jose L. Cuisia - Member (Ind. Director) Jose Marco R. Antonio – Member Mrs. Hilda R. Antonio – Member (Non-executive Director)

Atty. Isabelita Ching-Sales – Member (non-board)

Ritchelle T. Cordero – Member (non-board)

ratified the qualification of the nominees for independent directors and Corporate Secretary during the Board

Meeting held on June 8, 2021 for re-election and election, respectively, at the upcoming annual stockholders’ meeting, in accordance with the qualifications and disqualifications set forth in the Company’s Revised Corporate Governance Manual.

Regular Directors During its meeting on June 8, 2021, the Nomination and Remuneration Committee noted the nomination of the following individuals, who are currently the directors of the Corporation, as nominees for regular director for

the year 2021-2022:

a) Jose E. B. Antonio

b) John Victor R. Antonio

c) Jose Marco R. Antonio

d) Jose Carlo R. Antonio

e) Ricardo P. Cuerva - Non executive

f) Rafael G. Yaptinchay

g) Hilda R. Antonio - Non Executive*

The nomination committee passed upon their qualifications and found no disqualifications in accordance with Revised Code of Corporate Governance Memorandum Circular No. 6 Series of 2009.

As per attached sworn certification issued by the Corporate Secretary, except for Ambassador Jose Cuisia, none of the company’s qualified directors including the company’s out-going and in-coming independent directors and senior officers of CPGI works with the government. The incumbent directors and officers of the Company as of June 30, 2021 are listed below and the relevant data including their respective professional work experience are summarized in paragraph 3 below. (2) Hereunder are the summaries of the respective business experience of the Company’s current Directors and Senior Officers for the last five years:

Amb. Jose E.B. Antonio, 74 years old, Filipino, is one of the founders and Executive Chairman of the Board of the Company and its subsidiaries. He graduated cum laude from San Beda College, Manila in 1966 with a Bach-elor’s Degree in Commercial Science (major in Marketing) and received a Masters Degree in Business Management in 1968 from Ateneo de Manila’s Graduate School of Business. Chairman Antonio also graduated from Harvard

University’s Owner/President Management Program in 2003. Chairman Antonio served as the Philippines Special Envoy for Trade and Economics to the People’s Republic of China in 2005 and is currently the Chairman of Century Asia Corporation, Prestige Cars, Inc. and Philtranco Service Enterprises. He is also the founder and Chairman of the Philippine-China Business Council Inc. In addition, he serves as the Vice Chairman of Penta

Pacific Realty Corporation and Subic Air Charter, Inc. Mr. Antonio has also has been duly appointed by President Rodrigo R. Duterte as the Philippines’ special envoy to the United States, effective October 28, 2016. His mission is to enhance business ties and strengthen the economic affairs between the two countries.

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Mr. John Victor R. Antonio, 48 years old, Filipino, is Vice-Chairman of the Company. He has been with the Company for 17 years and is involved in managing projects in the Company’s middle income and affordable product lines, including Gramercy Residences and Azure Urban Residences. He graduated magna cum laude with a Bachelor’s Degree in Economics (major in Marketing) from the University of Pennsylvania’s Wharton School in 1993 and received his Masters Degree in Business Administration from the Wharton School in 2003.

Mr. Jose Marco R. Antonio, 46 years old, Filipino, is President and Chief Executive Officer of the Company. Prior to joining us, he worked at Blackstone Real Еstatе Partners as a financial analyst. He has been with the Company

for 16 years and is involved in managing projects in the Company’s middle income and affordable product lines, including Canyon Ranch, Knightsbridge Residences and Acqua Private Residences. He graduated summa cum laude with a Bachelor’s Degree in Economics (dual major in Finance and Entrepreneurial Management) from the University of Pennsylvania’s Wharton School in 1995 and received his Masters Degree in Business Administration

from the Wharton School in 2004. Mr. Jose Carlo R. Antonio, 37 years old, Filipino, is a Managing Director of the Company and a member of our Board. Prior to joining the Company in 2007, he worked in the investment banking groups of Citigroup and

Goldman Sachs. He graduated magna cum laude with a Bachelor’s Degree in Economics (major in Finance) from the University of Pennsylvania’s Wharton School in 2005. Ms. Hilda R. Antonio, 73 years old, Filipino, is a Director of the Company and a member of our Board. She is the wife of the Chairman Amb. Jose E.B. Antonio. She is a Philanthropist. She is a member of the Board of Directors of CPI, Museum Properties, Inc. Heirloom Properties Inc and Sovereign Property Holdings. She gradu-ated from Assumption College of Manila with a degree in Economics. Mr. Ricardo P. Cuerva, 76 years old, Filipino, is a Managing Director of the Company and a member of our Board. Mr. Cuerva was a co-founder of Meridien and served as Meridien’s president from 1988 to 1996. He also currently serves as a member of the Rotary Club of Makati City. Mr. Cuerva graduated from San Beda College in 1961 with a Bachelor of Science Degree in Business Administration and obtained his Masters Degree in Business

Administration from Ateneo De Manila in 1971. Mr. Cuerva is the President and owner of Century Project Man-agement and Construction Corporation, which oversees the construction of our vertical developments. Mr. Rafael G. Yaptinchay, 70 years old, Filipino, is a Managing Director of the Company and a member of our

Board. Mr. Yaptinchay was a co-founder of Meridien and served as Meridien’s president from 1996 to 2009. He has previously served as the Assistant Treasurer and Head of Business Development/Corporate Planning of Phil-ippine National Construction Corporation. Mr. Yaptinchay is a member of the Rotary Club of Ortigas and the Association of Asian Manager, Inc. Mr. Yaptinchay graduated from Ateneo de Manila University in 1971 with a

Bachelor’s Degree (major Economics) and received his Masters Degree in Business Administration from Asian Institute of Management in 1974. Amb. Jose L. Cuisia Jr., 76 years old, Filipino citizen, is the former Ambassador Extraordinary and Plenipoten-

tiary of the Republic of the Philippines to the United States. Ambassador Cuisia is also well-respected figure in Philippine business, with over 32 years in financial services, most recently as the President & CEO of the largest and most profitable non-bank financial institution on the Philippines. He serves on the boards of many of the Philippines’ most important private and listed companies, and has shared his expertise as Trustee on various

academic institutions and non-government organizations espousing good governance and corporate social re-sponsibility, including the Asian Institute of Management. Ambassador Cuisia has over 10 years of experience in public service, having served Filipinos as the Governor of the Central Bank of the Philippines and Chairman of its Monetary Board as well as President and CEO of the Philippine Social Security System in the 1980s and

1990s. At the Central Bank, Ambassador Cuisia oversaw the liberalization of foreign exchange controls, resulting in, among others, the entry of more substantial foreign direct investment that strengthened the Philippine Peso and the country’s foreign exchange reserves. The Ambassador also led the efforts in establishing what is now the Bangko Sentral ng Pilipinas, allowing it to become a more effective guardian of monetary policy and ensuring

the stability of the banking system. Amb. Cuisia also serves as Director to various companies namely: Investment & Capital Corporation of the Philippines, Asian Institute of Management, Phinma Corporation, SM Prime Holdings Inc., Philippine Investment Management, Inc.. He likewise serves as an Independent Director of Manila Water Company, Inc.

15

Mr. Stephen T. CuUnjieng, 62 years old, Filipino citizen, is a prominent investment banker, and currently serves as an Independent Director, Aboitiz Equity Ventures, Inc. He has a long and extensive experience in investment banking with several major financial institutions including HFS Capital LLC and Evercore Partners, Inc. is the Chairman of Evercore Asia Limited. He is an advisor to a number of Asia’s most prominent companies like San Miguel Corporation, Samsung Electronics, Tiger Airways, among others. He finished his undergraduate and law

degree from Ateneo De Manila University and later on, earned his MBA degree from the Wharton School of Business at the University of Pennsylvania.

Mr. Carlos C. Ejercito, 75 years old, Filipino, is the former Chairman of the United Coconut Planters Bank and currently the Chairman and CEO of Nortern Access Mining, Inc, Forum Cebu Coal Corporation and Kaipara Mining and Development Corporation. He graduated Cum Laude from the University of the East where he finished his Bachelor’s Degree in Business Administration. He became a Certified Public Accountant in 1966. He received his

Master’s Degree in Business Administration at the Ateneo Graduate School of Business in 1976 and graduated from his Management Development Program in 1983 at the Harvard Business School. As of date, he serves as an Independent Director at Aboitiz Power Corporation, Bloomberry Resorts Corporation and Monte Oro Resources and Energy Corporation.

*Ms. Aileen Christel U. Ongkauko, 52 years old, Filipino citizen, is concurrently the Group President and Chief Executive Officer of La Filipina Uy Gongco Corporation & Subsidiaries, a highly-diversified agribusiness, livestock and food company established more than a century ago. She is also a Director of South Balibago Resources Inc. and Ateneo Family Business Development Center. Ms. Ongkauko was also former director of Aboitiz Equity

Ventures International, Aboitiz Power International, Pilmico International, and Advisor to the Board for Weather Philippines, Inc. She graduated magna cum laude and was a Departmental Awardee from Ateneo de Manila Uni-versity, where she earned her degree in Bachelor of Arts in Management Economics

**Mr. David L. Almirol, Jr., 41 years old, Filipino citizen, is a full-time technopreneur and a full-stack programmer by heart. He founded Multisys Technologies Corporation, the leading software solutions company in the Philippines. It is considered as the country's most important technology provider with its platforms being used by more than 2,500 entities from the public and private sectors. Earlier this year, Mr. Almirol has been named

one of the seven The Outstanding Young Men (TOYM) honorees for 2020. TOYM recognizes exemplary individuals who have brought service to others and are true models of exceptional young Filipinos worth emulating by the young generation and the nation in general. He earned his Bachelor of Science major in Computer Science at the University of the Cordilleras. He is currently the President and CEO of Multisys Technologies Corporation,

Multipay Corporation, Multifresh Corporation, Multiparts and Services Center Corporation and a Director of CIS Bayad Center, Inc. Atty. Danny E. Bunyi, 55 years old, Filipino, is the Corporate Secretary of the Company. He is likewise a Senior

Partner at Divina Law Offices and a lecturer at John Gokongwei School of Management in Ateneo de Manila University, and at the Trust Institute Foundation of the Philippines. He was the Senior Vice President and Cor-porate Secretary of the Development Bank of the Philippines and the Chief Compliance Officer and Legal Services Group Head of Robinsons Bank. He was also the Legal Counsel for Consumer Banking of Standard Chartered Bank

(Manila Office) and the Head of the Legal Advisory Division of the Philippine Commercial International Bank. He completed the Finance for Senior Executives Program in the Asian Institute of Management as well as the course on Trust Operations and Investment Management conducted by the Trust Institute Foundation of the Philippines. He obtained his law degree at the Ateneo de Manila University, with a Bachelor’s degree in Business Manage-ment, major in Legal Management from the same university. Atty. Bunyi has extensive work experience in the field of banking and finance, trust banking and investment management, and corporate and special projects. Mr. Carlos Benedict K. Rivilla IV, 49 years old, Filipino, is the Vice-President for Corporate Affairs of the Com-

pany. As part of his experience in the business sector, he served as Corporate Compliance Officer and Vice-President for Finance in a corporation engaged in mass media for four years in Cebu City and also previously handled Corporate Affairs for the Company and served as Director and Corporate Secretary of various businesses in Makati City. He joined the Company in 2007. Mr. Rivilla is a graduate of University of San Jose Recoletos. Mr.

Rivilla was appointed Assistant Corporate Secretary on August 17, 2011. *Ms Aileen Christel U. Ongkauko was appointed Independent Director last April 7, 2021 to replace resigned director Mr. Jose Roberto R. Antonio who resigned last February 22, 2021

** Mr. David L. Almirol Jr.’s position shall be confirmed as soon as the Sec approved the company’s amendment of Article 5 of its Articles of Incorporation

16

Mr. Ponciano S. Carreon, Jr., 47 years old, Filipino, is the Chief Financial Officer, Corporate Treasurer and Head for Investor Relations. Prior to joining CPGI, he served as Chief Finance Officer of Landco Pacific Corpora-tion, Chief Finance Officer of Arthaland Corporation, Assistant Vice President of Controllership at SM Develop-ment Corporation and Controller of Crown Asia Properties, Inc., a Vista Land subsidiary, and as member of the Board of Directors of Club Punta Fuego Inc., Fuego Land Corporation, and Fuego Development Corporation. He also brings with him solid banking experience having served as a bank controller, audit head and examiner. He

is an Ateneo-BAP Certified Treasury Professional, a cum laude graduate of BS Accountancy degree at San Beda College and a CPA board topnotcher.

Mr. Domie S. Eduvane, 56 years old, Filipino, is the Group Head for Legal Services and Corporate Affairs of the Company. He graduated magna cum laude from Far Eastern University, Manila with a Bachelor of Arts Degree in Economics and obtained his law degree from San Beda College of Law, Manila in 1994. Prior to joining the Company, he served as the Vice-President for Legal and Corporate Affairs and Human Resources for Empire East

Properties, Inc., an affiliate of Megaworld Corporation. He also worked as Court Attorney with the Court of Appeals, Manila and was an Associate with Bengzon Zarraga Cudala Liwanag & Jimenez Law Offices as well as a Partner of Yrreverre Rondario & Associates Law Office.

Ms. Maria Theresa Fucanan Yu, 41 years old, Filipino, is the Group Head for Corporate Communications of the Company. As part of her corporate background, she served as Assistant Vice-President and Public Relations Manager of the Company. Prior to joining the Company in 2007, she served as an editor and reporter for various sections of The Manila Times. Ms. Fucanan graduated cum laude with a Bachelor’s Degree in Journalism from

the University of Santo Tomas in 2001. Atty. lsabelita Ching-Sales, 41 years old, Filipino, serves as the Company’s Chief Information Officer and Chief Compliance Officer. Prior to joining Century Properties, Atty. Ching-Sales was the Chief Legal Counsel and Chief

Information Officer of Asiatrust Development Bank, also a publicly-listed company. Having undergone extensive training and experience on loans, credit and branch banking operations, she was also appointed Head for Credit Support Department, and still is the Corporate Secretary of Asiatrust Development Bank, now NextGenesis Cor-poration. Atty Ching-Sales also worked as Head for Operations of China Banking Corporation’s Acquired Assets

Division. She graduated from the University of Sto. Tomas with a Bachelor’s Degree in Legal Management and obtained her degree in Bachelor of Laws and Juris Doctor degree at San Beda College of Law and San Sebastian College Recoletos Manila, Institute of Law.

Mr. Ritchelle T. Cordero, 40 years old, Filipino, is the Group Head for Human Resources and Administration of the Company. He graduated with academic distinction from San Beda College, Manila in 2002 with the degree of Bachelors of Arts in Philosophy and Human Resources Development. He has completed the Executive MBA degree program at the Asian Institute of Management in 2017. Prior joining the Company, he was the HR Manager

of Ayala Property Management Corporation, a subsidiary of Ayala Land Inc. He also worked as the HR Officer of DMCI Project Developers, Inc. He also served as the HR & Quality Management Officer of Asiatic Development Corporation.

All the directors and members of the senior management of the Company possess a high degree of integrity and character and are fully capable and able to perform their duties as directors and members of senior manage-ment, respectively.

Information on the Board’s Election and Years of Service:

Director’s Name

Type [Execu-tive (ED), Non-

Executive (NED) or Inde-

pendent Di-rector (ID)]

If nomi-

nee, iden-tify the

principal

Nominator in the last election (if

ID, state the relationship

with the nominator)

Date first elected

Date last elected (if

ID, state the number of

years served as

ID)

Elected when

(Annual /Special Meeting)

No. of years

served as di-rector

Jose E.B. Antonio ED CPI Marnelli A. Sales –None

07/11/2011 08/27/2020 Annual 9

Jose L. Cuisia, Jr. ID CPI Marnelli A. Sales – None

06/22/2015 08/27/2020 5yrs

Annual 5

17

Stephen T. CuUnjieng ID CPI Marnelli A. Sales– None

06/22/2015 08/27/2020 5yrs

Annual 5

Carlos C. Ejercito ID CPI Marnelli A. Sales – None

06/22/2015 08/27/2020 5yrs

Annual 5

John Victor R. Antonio ED CPI Marnelli A. Sales – None

07/11/2011 08/27/2020 Annual 9

Jose Marco R. Antonio ED CPI Marnelli A. Sales – None

07/11/2011 08/27/2020 Annual 9

Jose Roberto R. Antonio* ED CPI Marnelli A. Sales – None

07/11/2011 08/27/2020 Annual 9

Jose Carlo R. Antonio ED CPI Marnelli A. Sales – None

07/11/2011 08/27/2020 Annual 9

Rafael G. Yaptinchay ED CPI Marnelli A. Sales – None

07/11/2011 08/27/2020 Annual 9

Ricardo P. Cuerva NED CPI Marnelli A. Sales – None

07/11/2011 08/27/2020 Annual 9

Hilda R. Antonio NED CPI Marnelli A. Sales – None

06/14/2019 08/27/2020 Annual 1

*Resigned last February 21, 2021.

Voting Result of the last Annual General Meeting (August 27, 2020)

PRESENT:

Number of Shares Percentage

Total Shares Present (in per-son or by Proxy)

9,001,215,280 77.59%

Total Outstanding Shares

(Treasury shares)

11,599,600,690

(100,123,000)

As of Record Date: August 4, 2020

All Members of the Board and Senior officers of the Company were also present during the said meeting.

18

*Directorships in Other Companies

The Chief Executive Officer and other executive directors of the Company submit themselves to a low indicative limit on membership in other corporate boards, within the limit as may be allowed by the Securities Regulations Code and relevant rules on Corporate Governance. The same low limit shall apply to independent, non-executive directors who serve as full-time executives in other corporations. An exception to this rule may be applied to memberships in the corporate boards of subsidiaries or affiliates of the Company. In any case, the capacity of directors to serve the Company with diligence shall not be compromised

19

A. Directorships in the Company’s Group

Director’s Name Corporate Name of the

Group Company

Type of Directorship (Execu-tive, Non-Executive, Independ-ent). Indicate if director is also

the Chairman.

Jose E.B. Antonio Century Properties Inc. (CPI,

Parent Company) Century City Development Cor-

poration (CCDC) Century City Corporation (CCC)

Century Limitless Corporation (CLC) Century Properties Management Inc. (CPMI)

Executive, Chairman

Executive, Chairman

Executive, Chairman Executive, Chairman

Executive, Chairman

John Victor R. Antonio CPI CCDC

CCC CLC CPMI

Executive Executive

Executive Executive Executive

Jose Marco R. Antonio CPI CCDC CCC CLC

CPMI

Executive Executive Executive Executive

Executive

Jose Roberto R. Antonio CPI

Executive

Jose Carlo R. Antonio CPI CLC CPMI

Executive Executive Executive

Rafael G. Yaptinchay CPI Executive

Ricardo P. Cuerva CPI Executive

B. Directorships in Other Listed Companies

Director’s Name Name of Listed Company

Type of Directorship (Execu-tive, Non-Executive, Inde-

pendent). Indicate if director is also the Chairman.

Rafael G. Yaptinchay Marc Ventures Inc. Independent

20

Jose L. Cuisia, Jr Phinma Corporation SM Prime Holdings Inc. Manila Water Company, Inc.

Independent Independent Independent

Stephen T. CuUnjieng Aboitiz Equity Ventures, Inc. Independent

Carlos C. Ejercito Aboitiz Power Corporation Bloomberry Resorts Corporation

Independent Independent

BOARD MEETINGS & ATTENDANCE

Regular Board meetings are held once in every quarter. The meetings are scheduled before the beginning of the year. For this year, the Regular Board Meetings are scheduled as follows:

First Quarter – April 30 Second Quarter – May 12

Third Quarter – August 6 Fourth Quarter – November 8

There are also special board meetings that are held from time to time, as the need to discuss important business matters and updates from the Company arise. These special meetings are scheduled a week ahead of the scheduled dates.

Attendance of Directors – All directors were re-elected and elected, respectively in August 2020.

Board Name Date of Elec-

tion

No. of Meetings Held during the

year

No. of Meetings Attended

%

Chairman Jose Eduardo B. Antonio August 2020 6 6 100%

Member John Victor R. Antonio August 2020 6 6 100%

Member Jose Marco R. Antonio August 2020 6 6 100%

Member Jose Carlo R. Antonio August 2020 6 6 100%

Member Jose Roberto R. Antonio August 2020 6 3 50%

Member Ricardo P. Cuerva August 2020 6 6 100%

Member Rafael G. Yaptinchay August 2020 6 6 100%

Member Hilda R. Antonio August 2020 6

Independent Jose L. Cuisia, Jr August 2020 6 6 100%

Independent Stephen T. CuUnjieng August 2020 6 6 100%

Independent Carlos C. Ejercito August 2020 6 6 100%

Orientation and Education Program of the Board and Executive Officers

(a) Company Board and Executive Officers directors:

Under the Company’s Corporate Governance manual and best practice, all new directors and senior of-ficers are required to take the orientation on good governance and risk management. The Board of Directors shall take note on the need to implement a policy program for new directors. The current

21

board members, save for the three new Independent Directors, are more than 5 years in office since CPGI has changed it Management from East Asia Power Resources last 2011.

(b) In-house training and external courses attended by Directors and Executive Officers for the past three (3) years:

A. Corporate Governance Orientation Course for Directors and Officers – August 2011, conducted by Sycip

Gorres and Velayo B. ISO Training Seminar for Systems and Data – May 2012, Neville Clark Inc. C. Strategic Planning Seminar – July 2012, In-house, Corporate Planning Group D. Risk Management Seminar – October 2012, Ateneo Graduate School of Business

E. Corporate Governance Seminar for Directors and Key Officers – November 2014, Philippine Stock Exchange

F. Annual Corporate Governance Training Program – November 2015, Institute of Corporate Directors G. SEC Corporate Governance Forum – August 2016, SEC

H. Annual Corporate Governance Training Program – September 2017, Institute of Corporate Directors I. Annual Corporate Governance Training Program – December 19, 2018, Institute of Corporate Directors J. Annual Corporate Governance Training Program – September 2019, Institute of Corporate Directors K. Annual Corporate Governance Training Program – scheduled last June 2020 was moved to September

2021 and another training Program will be scheduled in December 2021

C. CORPORATE GOVERNANCE

Evaluation System to Measure or Determine Level of Compliance with the Manual of Corporate Governance

The Company has undertaken constant self-rating assessment (SRA) and performance evaluation exercises in relations to its corporate governance policies both for the purpose of monitoring compliance and instilling deeper awareness and observance by the Company’s Board of Directors and top-level management.

Measures Undertaken to Comply with Leading Practices

The Compliance Officer has been tasked to keep abreast of such developments and to constantly disseminate relevant information in this regard.

Deviations from the Manual on Corporate Governance No deviation has been noted to date. Plans to Improve Company’s Corporate Governance Possible improvement in the Company’s corporate governance policies and practices are being constantly stud-ied and reviewed. The Company undertakes to comply with all SEC and PSE mandated corporate governance revisions and memorandums.

For 2020, the Company’s submitted to the SEC the Integrated Annual Corporate Governance Report (I-ACGR). CPGI has also complied with the memorandum circular of the PSE on the submission of the corporate governance Guidelines for listed corporations. Changes were implemented on the company’s website to improve its corpo-

rate governance section and the monitoring of updates and disclosures pursuant to respective SEC Memoran-dums.

(4) Family Relationships

Except for Messrs. Jose E.B. Antonio, John Victor R Antonio, Jose Marco R. Antonio, Jose Roberto R. Antonio and Jose Carlo R. Antonio and Mrs. Hilda R. Antonio, none of the above indicated Directors and Senior Officers are bound by any familial relationships with one another up to the fourth civil degree, either by consanguinity or affinity.

22

Messrs. John Victor R Antonio, Jose Marco R. Antonio and Jose Carlo R. Antonio are brothers while Mr. Jose E.B. Antonio is their father and Mrs. Hilda R. Antonio is their mother. (5) Involvement in Certain Legal Proceedings

During the past five (5) years up to the latest date immediately preceding the issuance of this Information

statement, none of the Company’s directors or executive officers were (i) involved in any bankruptcy proceed-

ings; (ii) convicted by final judgment in any criminal proceedings; (iii) subject to any order, judgment or decree

of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise

limiting their involvement in any type of business or securities, commodities or banking activities; and (iv) found

in a civil action by any court or administrative body to have violated a securities or commodities law. The

Company has no knowledge of any material pending criminal legal proceeding to which any of its directors or

executive officers is a party, or to which any of their property is subject.

(6) Certain Relationships and Related Transactions The Company has not during the last two (2) years engaged in any transaction where any of its directors, senior officers, stockholders owning ten percent (10%) or more of its total outstanding shares, or members of their immediate families had or is to have direct or indirect material interest. For related transactions, the Group in their regular conduct of business has entered into transactions with related parties principally consisting of advances and reimbursement of expenses, development, management,

marketing, leasing and administrative service agreements that are thoroughly discussed in Note 30 of the Audited Consolidated Financial Statements as attached which forms part and parcel of the Information. Under Note 15 of the Audited Financial Statement, the Company states that there have been no guarantees

provided or received for any related party receivables or payables. The Group does not provide allowance re-lating to receivable from related parties. This assessment is undertaken each financial year through examining the financial position of the related parties and the markets in which the related parties operate

(7) List all parents of the registrant showing the basis of control and as to each parent, the percentage

of voting securities owned or other basis of control by its immediate parents if any.

Parent No. of Shares Held Percentage of Shares Held

Century Properties Inc.

5,773,617,049

49.348%

Compensation of Directors and Executive Officers

(a) Compensation of Directors and Senior Officers

SUMMARY COMPENSATION Information as to the aggregate compensation paid or accrued during the last two fiscal years and to be paid in the ensuing fiscal year to the Company’s CEO and most highly compensated officers is as follows:

23

Name and Principal Position Year Salary (Php) Bonus (Php) Other Annual

Compensation

Jose E.B. Antonio (President and CEO) Jose Marco R. Antonio (Director and COO) Jose Roberto R. Antonio (Director) Jose Carlo R. Antonio (Director and CFO) Rafael G. Yaptinchay (Director and Treasurer)

Aggregate executive compensation for CEO and Top 5 Most Highly Compensated Offic-ers/Directors

Actual 2017

Actual 2018 Actual 2019 Actual 2020 Projected 2021

P 68.40 Million

P 75.66 Million P 89.05 Million P 87.92 Million P 93.19 Million

P5.25 Million

P5.24 Million P7.67 Million P 4.63 Million P4.63 Million

None None None None None

Aggregate executive compensation all other of-ficers unnamed

Actual 2017

Actual 2018 Actual 2019 Actual 2020 Projected 2021

P 69.52 Million

P 77.31 Million P 50.66 Million P38.39 Million P 81.94 Million

P 4.10 Million

P 8.99 Million P 3.35 Million P 745,177.00 P9.53 Million

None None None None None

NOTES:

1. The Company does not have any standard arrangement or other arrangements with its execu-

tive directors and, as previously mentioned, the executive directors of the Company do not receive any compensation for acting in such capacity, except for the independent directors

who receives a monthly fee of One Hundred Thousand Pesos (P100,000.00) for board meetings, special meetings and board committee meetings. As regards the employment contracts be-tween the Company and the executive officers, the Company employs the same standard em-ployment contract applicable to all its officers and employees. The Company has not issued and/or granted stock warrants or options in favor of its officers and employees.

2. Except for the per diem being paid to its independent directors, there are no other arrangements for the payment of compensation or remuneration to the directors in their capacity as such.

Description of Any Standard Arrangement - The employment contracts between the Company and its senior officers are the same as the standard employment contract applicable to all other employees and officers. Stock warrants and/or options have not been issued in favor of any officer

or employee. Description of Material Terms of Any Other Arrangement - On May 16, 2013 the Board of Directors approved the establishment of the Employee Stock Grant Program for all regular employees. All

shares to be allocated under the ESGP shall be derived from the unissued shares of CPGI and up to 2% of the outstanding shares shall be granted. The ESGP was approved on May 21, 2013 by the Nomination and Remuneration Committee and subsequent board approval was made on the amendments of the ESGP policy in the determination of the valuation price per share subject

ratified by the shareholders representing 2/3 of the outstanding capital stock of the Corporation during the last annual stockholders’ meeting on July 23, 2014.

24

(b) Bonus, profit sharing or other compensation plan, contract or arrangement with any director, nominee, or executive officer: None.

(c) Pension or retirement plan

All regular employees who have reached the age of fifty (50) and have served the Company for at least ten (10) years may, subject to mutual agreement, avail of an early retirement plan and be entitled to early retirement benefits equivalent to the average salary received during the last six

(6) months in service multiplied by the years of credited service. All regular employees who have reached the mandatory retirement age of sixty-five (65) shall be entitled to mandatory retirement benefits equivalent to the average salary received during the

last six months in service multiplied by the years of credited service.

(d) Option/s, warrant/s or right/s to purchase any securities, other than warrants or rights issued to security holders

The Company has not extended nor granted any option/s, warrant/s or right/s to purchase any securities to any director or senior officer.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Other than the above and those disclosed in this annual report and in the consolidated financial statements, there are no other transaction entered into by the Company on one hand, with any of its directors, officers or stockholders on the other. A complete description and the balances of the related party transactions are outlined in notes of the accom-panying consolidated financial statements.

Significant Employees There are no persons, other than the directors and executive officers, who are expected to make a significant

contribution to the business of the Company. Independent Public Accountants

On August 27, 2020, at the Annual Stockholders’ Meeting of the Company, the stockholders approved the re-

appointment of SGV and Co. as the external auditor of the Company for the incumbent year and to serve as such

until their successor shall have been appointed and qualified in compliance with SRC Rule 68.

On June 8, 2021, the Audit Committee, with the following members: Mr. Stephen T. Cuunjieng (as Chairman),

Mr. Jose Carlo R. Antonio and Jose Marco R. Antonio (as members), held a meeting recommending the re-ap-

pointment and qualification of Sycip Gorres & Velayo, as the auditors of the Corporation for the year 2021.

On June 8, 2021 the Board of Directors held a meeting to approve the endorsement of the Audit Committee for

the appointment of SGV as external auditors of the Corporation to be ratified on the next Annual Stockholder

Meeting on July 26, 2021.

The representatives of our current external auditor, SGV and Co. are expected to be at the Annual Stockholders Meeting and shall have the opportunity to make a statement and/or address any queries that may arise from the meeting.

Pursuant to the General Requirements of SRC Rule 68), Par. 3 (Qualifications and Reports of Independent Audi-tors), the Company has engaged SGV & Co. as external auditor, and Mr. John T. Villa is the Partner In-Charge starting audit year 2015

25

There have been no disagreements with the current and previous accountants on accounting and financial dis-

closures. Audit and Audit Related Fees

For the audits of the financial statements of CPGI and all its subsidiaries, the aggregate fees for the audit services of SGV and Co. for 2020 inclusive of VAT amounted to P 6.9 Million.

Fees for the years 2019 and,2018, inclusive of VAT, amounted to P7.5 Million and P 6.5 Million respectively. The Audit Committee recommends to the Board of Directors the discharge or nomination of the external auditor

to be proposed for shareholder approval at CPGI’s annual shareholders meeting, approve all audit engagement fees and terms of the external auditor, and review its performance. It also reviews and discusses with manage-ment and the external auditors the results of the audit, including any difficulties encountered. This review includes any restrictions on the scope of the external auditor’s activities or on access to requested information,

and any significant disagreements with Management. The Audit Committee also evaluates, determines and pre-approves any non-audit service provided to the Com-pany and its subsidiaries by the external auditors and keeps under review the non-audit fees paid to the external

auditors both in relation to their significance to the auditor and in relation to the total expenditure on consul-tancy. No engagement for other services from SGV and Co. either for professional services, tax accounting compliance,

advise and planning nor any services rendered for products and services other than the aforementioned audit services reported in 2019.

Tax Fees Other than the above, SGV & Company has not provided any professional service relative to tax accounting, compliance, advice, planning and any other form of tax services for the year 2018 and 2019.

All Other Fees SGV & Company has been engaged by the Group to review its Q3 2019 financial statements for the Preferred

Share Offering. All other fees are for the audit of the Group’s financial statements. Approval Policies of Audit Committee

The engagement of the external auditors is recommended by the Audit Committee for approval of the Company’s stockholders pursuant to the Code of Corporate Governance. As discussed, on June 8, 2021, the Audit Committee passed a resolution recommending to the stockholders of the Company the appointment of Sycip Gorres Velayo

& Company as the external auditor of the Company for the incumbent year. Previously, on August 27, 2020, the stockholders passed a resolution approving the appointment of SGV and Co. as the Company’s external auditor for the period ending on December 31, 2020.

Compensation Plans

No action is proposed to be taken with respect to any plan pursuant to which cash or non-cash compensation may be paid or distributed. C. ISSUANCE AND EXCHANGE OF SECURITIES

Authorization or Issuance of Securities Other than for Exchange

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Each common share entitles the holder to one vote. At each meeting of the stockholders, each stockholder entitled to vote on a particular question or matter involved shall be entitled to vote for each share of stock standing in his name in the books of the Company as of record date. Each holder of common shares shall be entitled to such dividends as may be declared by the Board of Directors

on the basis of outstanding stock held by them. The Board of Directors is authorized to declare dividends which shall be declared and paid out of the Company’s unrestricted retained earnings. A cash dividend does not require any further approval from the stockholders. A stock dividend shall require the further approval of the stockhold-

ers representing at least two-thirds of the Company’s outstanding capital stock. Under the Company’s Amended Articles of Incorporation, holders of common stock have waived their pre-emp-

tive right. There is no provision in the Company’s Amended Articles of Incorporation or By-Laws that would delay, defer or prevent a change in control of the Company. On February 20, 2012, CPGI, together with (CPI) and APG Strategic Real Estate Pool N.V. (APG), a Netherlands-

based pension firm entered into a Purchase Agreement wherein CPI sold its 868,316,042 CPGI shares of stock in favor of APG. This transaction was pursuant to the convertible bond issued by CPI to APG in January 2011. Instead of converting the convertible bond into shares of CPI, APG and CPI entered into a Purchase Agreement under which APG purchased the convertible bond from CPI. The consideration consists of (i) 868,316,042 CPGI shares owned by CPI and (ii) cash consideration. As a result of such transaction, CPI retired the convertible bond con-currently with the sale of the CPGI shares to APG. On January 07, 2013, the Company approved the Treasury Buyback Program of up to Eight Hundred Million (800,000,000) shares for a time period of twenty-four (24) months starting January 2013 from any stockholders who opt to divest their shareholdings in the Company subject to further shareholders approval in the next Annual or Special Stockholders meeting.

On March 05, 2013, CPI closed on a Placing and Subscription Transaction wherein it sold 800,000,000 million shares of stock in CPGI to investors (“Placing transaction”) at a price of P2.05 per share. The top up placing and subscription transaction was implemented primarily to fund the company’s continued growth in land bank within Metro Manila, and expand its projects in key select secondary cities outside Metro Manila.

Concurrently, CPI and the Company entered into the Subscription Agreement relating to the subscription by CPI to 800,000,000 new common shares of the Company (“Subscription transaction”). As a result of the Placing and Subscription Transaction the Company’s public float increased from 27.3% to 33.3%.

On May 16, 2013 the Board of Directors approved the Amendment of the Articles of Incorporation for purposes of Increase in Authorized Capital Stock from 10 Billion shares to 18 Billion Shares with the Declaration of 25% of

Stock Dividends equivalent to 2 Billion common shares amounting to Php 1,060,000,000 to be taken out of the Corporation's retained earnings. This amount represents at least the minimum 25% subscribed and paid-up cap-ital for the increase of the authorized capital stock from 10 Billion to 18 Billion common shares.

On May 21, 2013, the Nomination and Remuneration Committee approved and endorsed the Employee Stock Grant Program for all regular employees of the Corporation to provide long term reward proposition and motivate regular employees for higher level of performance. All shares to be allocated under the ESGP shall be derived from the unissued shares of the Corporation and up to 2% of the outstanding shares shall be granted. The ESGP

was approved and ratified by 2/3 of the shareholders present and by proxy during the Annual Stockholders Meeting held last July 01, 2013.

On June 29, 2017, the Stockholders approved the reclassification of 3,000,000,000 common shares to preferred shares, the par value of which was amended from Php1.00 to Php0.53. On October 4, 2019, the Board authorized the Company to issue 20,000,000 Preferred A with an oversubscription option of up to 10,000,000 Preferred A

at an Offer Price of ₱100.00 per Preferred Share which was approved by the SEC last November 8, 2019 and listed in the PSE last January 10, 2020.

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D. FINANCIAL AND OTHER INFORMATION Please see attached Annex “A” – Annual Management Report as of December 31, 2020 with the accompanying audited consolidated financial statements as of period ended 31 December 2020; Annex “B” Management

Report as of March 31, 2021 (unaudited); E. AMENDMENT OF THE ARTICLES OF INCORPORATION

The Chairman informed the Board that there is a need to amend the Fifth Articles of the Company’s Articles of Incorporation to increase the number of the Board of Directors from Eleven (11) to Twelve (12). Upon motion made and duly seconded, the following resolution was unanimously approved and adopted by the Board:

“RESOLVED that the Board of Directors of Century Properties Group Inc. hereby approves the amendments of the Fifth Article under the Amended Articles of Incorporation of Century Properties Group Inc. to read as follows:

FIFTH: That the number of the directors of said corporation shall be twelve (12) (As amended by the Board of Directors on May 8, 2019 and approval by the Majority Stockholders of CPGI on June 28, 2019 and further amended by the Board of Directors on June 8, 2021, subject to the approval of the Majority Stock-holders of CPGI on July 26, 2021) “RESOLVED FURTHER, that the proper officers of the Corporation are hereby authorized and directed to exe-cute and file the proper certificates of the proceedings of this meeting, to execute, sign, and file any and all documents which may be required by the Securities and Exchange Commission, Philippine Stock Exchange, and other government agencies and to do all actions and things as may be necessary to comply with the provisions of the Corporation Code of the Philippines, Securities Regulation Code and other regulations relating to the

subject matter of this resolution.” “RESOLVED FINALLY”, that a copy of this resolution be furnished the entity concerned”.

The Amendment of Fifth Article of the Articles of Incorporation is pursuant to the Company’s objective to con-tinuously uphold diversity in the Board and fully comply with the Corporate Governance best practices.

E. OTHER MATTERS Action with Respect to Reports

The following shall be presented for approval during the annual stockholders’ meeting:

(a) Minutes of the Annual stockholders’ meeting held on August 27, 2020 attached as part of the

Exhibits in this report and may also be accessed through this link: https://www.century-properties.com/wp-content/uploads/2021/05/Minutes-of-Annual-Stockholders-Meeting_August-27-2020.pdf

(b) Audited financial statements of the Company and its subsidiaries for the fiscal year ended 31

December 2020

Agenda

The following are included in the agenda of the annual meeting of the stockholders of the Company on July 26, 2021:

1. Call to order 2. Certification of notice and the existence of a quorum 3. Approval of the minutes of the Annual Stockholders’ Meeting held on

August 27, 2020

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4. Annual Report of the President 5. Ratification of all Acts and Proceedings of the Board of Directors and

Corporate Officers 6. Approval of the 2020 Audited Consolidated Financial Statements of

the Corporation 7. Election of Members of the Board of Directors and three Independent

Directors

8. Appointment of External Auditor for 2021 9. Other Matters i.Amendment of Article 5 of the Amended Articles of In-

corporation to increase the number of Directors from eleven (11) to twelve (12) 10. Adjournment

Other Matters Not Required to be Submitted In order to adequately apprise the stockholders, the President will present an annual report to the Stockholders.

The acts of the Board of Directors covering the period between the period March 1, 2020 to March 31,2021 shall also be submitted to the stockholders for ratification for the purpose of formally obtaining their support therefor. In the event that a negative vote is registered, the Board of Directors and management reserves the option to disregard such vote entirely or study the matter further. The Company undertakes to submit to the Securities and Exchange Commission such other matters and documents as may be required in the interest of good corporate governance and the protection of minority shareholders. Hereunder is a brief summary /partial list of the acts and proceedings of the Board of Directors and management to be submitted for ratification by the stockholders:

March 20, 2020 Results of the Special Board Meeting held on March 20, 2020

The following were unanimously approved:

SHARES RECORD DATE PAYMENT DATE DIVIDEND RATE CPGP APRIL 3, 2020 APRIL 13, 2020* 6.7177% * Payment date is originally scheduled on APRIL 10, 2020. However, April 10, 2020 is a holiday hence pursuant to the Prospectus, if the dividend payment date is not a business day, dividends will be paid on the next succeeding business day which is April 13, 2020, without adjustment as to the amount of dividends to be paid.

May 18, 2020 Official Press release entitled: Century Properties Group profits up 32.2% to P1.48B in 2019 Affordable housing, commercial leasing businesses contribute 44% to net income

May 18, 2020 Results of the Board Meeting held last May 18, 2020

The following resolutions were passed:

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I. APPROVAL OF THE COMPANY’S ANNUAL FINANCIAL REPORT FOR YEAR ENDED DECEMBER 31, 2019 The Chairman informed the Board that there is a need to approve the annual Financial Report of the Company ended December 31, 2019. Upon motion made and duly seconded, the following resolution was unanimously approved and adopted by the Board: “RESOLVED, That the Board of Directors of Century Properties Group Inc. (the “Corporation”) be authorized, as it is hereby authorized to approve the Annual Financial Report of the Company for the year ended December 31, 2019.” II. PRESENTATION OF KEY BUSINESS UPDATES The Executive Committee presented the Company’s Key Business Updates which the Board duly noted.

May 20, 2020 Official Press release entitled: Century Properties Group takes part in the conversion of Philippine Arena in Bocaue, Bulacan as COVID-19 mega testing facility Facility to accommodate minimum of 1,500 swabbing per day

June 8, 2020 Results of the Board Meeting held last June 8, 2020

The following resolutions were passed:

I. APPROVAL OF THE COMPANY’S 1ST QUARTER FINANCIAL REPORT FOR QUARTER ENDING MARCH 31, 2020 The Chairman informed the Board that there is a need to approve the First Quarter Financial Report of the Company for the Quarter ended March 31, 2020. Upon motion made and duly seconded, the following resolution was unanimously approved and adopted by the Board: “RESOLVED, That the Board of Directors of Century Properties Group Inc. ( the “Corporation”) be authorized, as it is hereby authorized to approve the First Quarter Financial Report of the Company for the quarter ended 31 March 2020 and the release of the same.” II. ANNUAL STOCKHOLDERS’ MEETING The Chairman then discussed the need to set and approve the date of the Annual Stockholders’ Meeting of the Company on AUGUST 27, 2020. The Board unanimously approved the following resolutions: “RESOLVED, to set and approve the date of the Annual Stockholders’ Meeting on AUGUST 27, 2020, Thursday at 10:00 a.m. to be held virtually, or if prevailing circumstances would allow us, the venue of the meeting will be at the EVENTS CENTER, 5th Floor, Century City Mall, Kalayaan Ave., Makati City. “RESOLVED, FINALLY, that the Agenda, Record Date and all other details for the said meeting will be disclosed in the coming weeks as the Company internally prepares for the requirements and materials for the stated meeting.

June 8, 2020 Official Press release entitled: Century Properties Group nets Php 290M in Q1 2020 Contributions from affordable housing, commercial leasing businesses quadrupled to P173M

July 6, 2020 Official Press release entitled: Century Properties Group posts Php6.1 billion in pre-sales for 1H 2020

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July 21, 2020 Results of the Special Board Meeting held last July 21, 2020

The following resolutions were passed:

I. ANNUAL STOCKHOLDERS’ MEETING The Chairman discussed the need to set and approve the details of the Annual Stockholders’ Meeting of the Company on AUGUST 27, 2020 . The Board unanimously approved the following resolutions: “RESOLVED, to set and approve the date of the Annual Stockholders’ Meeting on AUGUST 27, 2020, Thursday at 9:00 a.m., to be conducted virtually and attendance at the meeting will be via remote communication only. RESOLVED, FURTHER, that the record date is set on AUGUST 4, 2020, thus, only common stock shareholders as of AUGUST 4, 2020 shall be entitled to notice and to vote at the said meeting;

“RESOLVED, FURTHER, that the agenda for the said meeting shall be as follows: 1. Call to order 2. Certification of notice and the existence of a quorum 3. Approval of the minutes of the Annual Stockholders’ Meeting held on June 28, 2019 4. Annual Report of the President 5. Ratification of all Acts and Proceedings of the Board of Directors and Corporate Officers 6. Approval of the 2019 Audited Consolidated Financial Statements of the Corpora-tion 7. Election of Members of the Board of Directors and three Independent Directors 8. Appointment of External Auditor for 2020 9. Other Matters 10. Adjournment

In light of the current conditions and in support of the measures to prevent the spread of COVID-19, there will be no physical meeting. Stockholders may only attend and participate in the meeting by remote communication. Stockholders may vote electronically in absentia, subject to validation procedures. Stockholders who intend to attend by remote communication are required to REGISTER via https://www.century-properties.com/asm2020/ on or before August 12, 2020. The instructions, procedures and requirements for electronic voting in absentia and participation by remote communication shall be sent to the email address provided in the stockholder’s registration from. The link through which the Meeting may be accessed shall be sent to the email address of the registered stockholder after validation. The procedures for participating in the meeting through remote communication and for casting of votes in absentia will be set forth in the and discussed in details in the Company’s Definitive Information Statement (SEC Form 20-IS).

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The Definitive Information Statement, Management Report, Audited Financial Statements, Quarterly Report/s and other documents relative to the Annual Stockholders’ Meeting, including the Procedures and Guidelines on the participation by remote communication and votong in absentia may be accessed, beginning on August 5, 2020 through any of the following: 1. Go to the Corporation website via this link: https://www.century-properties.com/ 2. Go to the PSE EDGE portal via https://edge.pse.com.ph/ or; 3. Request for a copy by sending an email to icsales@centuryproperties.com or danny.bunyi@divinalaw.com RESOLVED, FINALLY, that the Corporate Secretary or the Assistant Corporate Secretary or other responsible officers of the Corporation is hereby authorized to issue this notice of meeting to stockholders and to execute, sign, and file any and all documents which may be required by the Securities and Exchange Commission, Philippine Stock Exchange, and other government agencies and to do all actions and things as may be necessary to comply with the provisions of the Corporation Code of the Philippines, Securities Regulation Code and other regulations relating to the subject matter of this resolution.”

II. NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE ENDORSEMENT FOR THE SELECTION AND NOMINEES FOR INDEPENDENT DIRECTORS AND REGULAR DIRECTORS The Chairman of the Nomination, Remuneration and Compensation Committee discussed the selection and qualification of the Independent Directors and Regular Directors based on the SRC Rules and Corporate Governance Code. After discussion and upon motion made and duly seconded by majority of the committee body and board members, the following resolutions were both approved by majority of the Committee members and the Board of Directors: “RESOLVED, That the Board of Directors of Century Properties Group Inc. (the Corporation) upon endorsement of majority of the Board Committee on Nomination, Remuneration and Compensation hereby approves the selection and nomination of the following Independent Directors and Regular Directors for the year 2020-2021 Independent Directors: CARLOS C. EJERCITO - nominated by CPI STEPHEN T. CuUNJIENG - nominated by CPI JOSE L. CUISIA Jr. - nominated by CPI

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Regular Directors: Jose E. B. Antonio John Victor R. Antonio Jose Marco R. Antonio Jose Roberto R. Antonio Jose Carlo R. Antonio Ricardo P. Cuerva – Non Executive Rafael G. Yaptinchay Hilda R. Antonio – Non Executive “RESOLVED, FINALLY, that the Corporate Secretary or the Assistant Corporate Secre-tary or other responsible officers of the Corporation is hereby authorized to issue the notice of meeting to stockholders and to execute, sign, and file any and all docu-ments which may be required by the Securities and Exchange Commission, Philip-pine Stock Exchange, and other government agencies and to do all actions and things as may be necessary to comply with the provisions of the Corporation Code of the Philippines, Securities Regulation Code and other regulations relating to the sub-ject matter of this resolution.”

III. ENDORSEMENT OF EXTERNAL AUDITOR FOR 2020 The Chairman of the Audit Committee discussed the selection of External Auditors for the year 2020 and recommended to the Board the firm of Sycip, Gorres, Velayo and Co. as external auditor for the year 2020. After discussion and upon motion made and duly seconded by majority of the committee body and board members, the following resolutions were both approved by majority of the Committee members and the Board of Directors: “RESOLVED, That the Board of Directors of Century Properties Group Inc. ( the “Corporation”) be authorized, as it is hereby authorized to endorse for approval of the Stockholders the firm of Sycip, Gorres, Velayo and Co. as external auditor for the year 2020.”

August 11, 2020 Official Press release entitled: Century Properties Group further grows high-margin business segments for 1H 2020 Affordable housing, leasing businesses contribute 42% or P225M to net income

August 25, 2020 Official Press release entitled: Century Properties Group grows recurring income assets Company acquires 40% stake of Mitsubishi Corporation’s subsidiary in Makati office building

August 26, 2020 Results of the Special Board Meeting held on August 26, 2020

The following were unanimously approved:

SHARES RECORD DATE PAYMENT DATE DIVIDEND PER SHARE CPG September 10, 2020 September 18, 2020 PHP 0.0063 CPG November 6, 2020 November 18, 2020 PHP 0.0063

August 27, 2020 Official Press release entitled: Century Properties Group poised to grow leasing, affordable housing stake Company cites Innovation, Resilience and Growth, Sustainability as core guiding prin-ciples

August 27, 2020 Results of the Annual Stockholder's Meeting held last June 28, 2019

The following resolutions were unanimously approved:

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PRESENT: Number of Percentage Shares Total Shares Present 9,001,215,280 77.59% (in person or by Proxy) Total Outstanding 11,599,600,690 Shares (100,123,000) (Treasury shares) As of Record Date: August 4, 2020 I. CALL TO ORDER The Corporation’s Chairman, Mr. Jose E.B. Antonio, called the meeting to order. The Corporate Secretary Atty. Danny E. Bunyi, recorded the minutes of the proceedings. II. CERTIFICATION OF NOTICE AND QUORUM The Corporate Secretary certified that notices of this annual stockholders’ meeting, together with the agenda thereof and the Definitive Information State-ment, were duly sent to all the stockholders of the Corporation of record date as of August 4, 2020, and that a quorum existed for the transaction of such business as may properly come before the meeting, there being present (in person or by proxy) the stockholders representing 9,001,215,280 shares of the Corporation, constituting approximately 77.59% of the Corporation’s total outstanding capital stock.

III. APPROVAL OF THE MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS HELD ON JUNE 28, 2019 Upon motion duly made and seconded, the reading of the minutes of the special meeting of the stockholders of the Corporation held on 28 JUNE 2019 was dispensed with and the said minutes were approved as presented. IV. REPORT OF THE PRESIDENT TO THE STOCKHOLDERS, MANAGEMENT REPORT AND PRESENTATION OF AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2019 The Chairman presented his report to the stockholders of the Corporation for the year 2019, the results of operations, management report inclu-sive of the presentation of the 2019 Audited Financial Statements. After discussions between the stockholders present and the panel of directors and officers of the Cor-poration, the board duly noted clarifications and questions raised by each stock-holder. Then upon motion duly made and seconded, the report of the Chairman was noted and the Audited Financial Statements of the Corporation for fiscal year 2019 was approved.

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V. CONFIRMATION AND RATIFICATION OF ACTS OF THE BOARD OF DIRECTORS AND OFFICERS OF THE CORPORATION The Chairman notified the stockholders of the need to ratify specific acts and proceedings of the Board of Directors and its Corporate Officers relative to business operations of the Corporation. Upon motion duly made and seconded, each and every legal act, proceeding, contract or deed performed, entered into or executed by the Corporation’s Board of Directors and Officers since June 28, 2019, as appear-ing in the minutes of the meetings of the Board of Directors and other records of the Corporation have been approved, confirmed and ratified as if such acts were entered into or executed with the specific and special authorization of the stockholders in a meeting duly convoked and held. VI. ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS The Chairman advised the stockholders of the need to elect members of the Corporation’s Board of Directors for the ensuing year and until their successors shall have been elected and qualified. Upon motion duly made and seconded, the follow-ing persons were elected as Directors: 1. Jose E.B. Antonio 2. John Victor R. Antonio 3. Jose Marco R. Antonio 4. Jose Roberto R. Antonio 5. Jose Carlo R. Antonio 6. Ricardo P Cuerva 7. Rafael G. Yaptinchay 8. Hilda R. Antonio 9. Jose L. Cuisia Jr – Independent Director 10. Stephen T. CuUnjieng – Independent Director 11. Carlos C. Ejercito – Independent Director

VII. APPOINTMENT OF EXTERNAL AUDITORS The Chairman informed the stockholders of the need to appoint an external auditor of the Corporation. The Chairman said that the auditing firm of SGV and Company was recommended by the Audit Committee and endorsed by the Board of Directors of the Corporation. Upon motion duly made and seconded, the following resolution was unanimously approved by the stockholders: “RESOLVED, that the Corporation appoints SGV and Company as its external auditor for the ensuing year and to serve as such until its successor shall have been ap-pointed and qualified.”

August 27, 2020 Results of the Organizational Meeting held last August 27, 2020

The following were unanimously approved:

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A. The Corporate Secretary certified to the election of the following Directors of the Corporation at the recently concluded Annual Stockholders’ Meeting: 1. Jose E.B. Antonio 2. John Victor R. Antonio 3. Jose Marco R. Antonio 4. Jose Roberto R. Antonio 5. Jose Carlo R. Antonio 6. Ricardo P Cuerva 7. Rafael G. Yaptinchay 8. Hilda R. Antonio 9. Jose L. Cuisia Jr – Independent Director 10. Stephen T. CuUnjieng – Independent Director 11. Carlos C. Ejercito – Independent Director

B. The Organization of Senior Officers were discussed and upon nominations duly made and seconded, the following persons were unanimously confirmed to the posi-tions set forth after their respective names: Name Position Jose E.B. Antonio Executive Chairman John Victor R. Antonio Vice Chairman Jose Marco R. Antonio President & CEO Jose Roberto R. Antonio Managing Director Jose Carlo R. Antonio Managing Director Rafael G. Yaptinchay Managing Director Atty. Danny E. Bunyi Corporate Secretary Carlos Benedict K. Rivilla, IV Assistant Corporate Secretary / Corporate Affairs Atty. Isabelita Ching Sales Chief Information and Chief Compliance Officer Ponciano S. Carreon, Jr Chief Financial Officer/Corporate Treasurer/ Investor Relations Officer Atty. Domie S. Eduvane Head for Legal Services and Corporate Affairs Ritchelle T. Cordero Head for Human Resources and Administration Maria Theresa Fucanan –Yu Head for Corporate Communications C. Election of members of the Compensation and Remuneration Committee, the Au-dit Committee, Related Party Transactions Committee, Risk Management and Corpo-rate Governance Committee and the Nomination Committee as follows: Nomination and Compensation Committee: Jose E.B. Antonio – Chairman of the Committee Carlos C. Ejercito – Member (Ind. Director) Jose L. Cuisia, Jr - Member (Ind. Director) Jose Marco R. Antonio – Member Mrs. Hilda R. Antonio – Member (Non-executive Director) Atty. Isabelita Ching-Sales – Member (Non-Board) Ritchelle T. Cordero – Member (Non-Board)

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Audit Committee: Stephen CuUnjieng– Chairman of the Committee (Ind.Director) Carlos C. Ejercito - Member (Ind. Director) Jose Carlo R. Antonio – Member Jose Marco R. Antonio - Member Ricardo P. Cuerva- Member (Non-executive Director) Executive Committee Jose E.B. Antonio – Chairman of the Committee John Victor R. Antonio – Member Jose Marco R. Antonio – Member Jose Roberto R. Antonio – Member Jose Carlo R. Antonio – Member Risk Management & Corporate Governance Committee Jose L. Cuisia, Jr - Chairman of the Committee (Ind. Director) Jose E.B. Antonio – Member Stephen CuUnjieng – Member (Ind. Director) Carlos C. Ejercito - Member (Ind. Director) Jose Carlo R. Antonio – Member Jose Roberto R. Antonio – Member John Victor R. Antonio - Member Rafael G. Yaptinchay – Member Atty. Domie S. Eduvane – Member (Non-Board) Atty. Isabelita Ching-Sales – Member(Non-Board)

November 5, 2020 Results of the Board Meeting held last November 5, 2020

The following resolutions were passed:

I. APPROVAL OF THE COMPANY’S THIRD QUARTER FINANCIAL REPORT FOR QUARTER ENDING SEPTEMBER 30, 2020 The Chairman informed the Board that there is a need to approve the Third Quarter Financial Report of the Company for the Quarter ended September 30, 2020. Upon motion made and duly seconded, the following resolution was unani-mously approved and adopted by the Board: “RESOLVED, That the Board of Directors of Century Properties Group Inc. ( the “Corporation”) be authorized, as it is hereby authorized to approve the Third Quarter Financial Report of the Company for the quarter ended September 30, 2020 and the release of the same.” II. PRESENTATION OF KEY BUSINESS UPDATES The Executive Committee presented the Company’s Key Business Updates which the Board duly noted.

November 10, 2020 Official Press release entitled: Century Properties Group posts Php1.1B net income in 9M2020 Net income contributions of affordable housing, leasing surges to 66% or P723M

March 1, 2021 Official Press release entitled:

Century Properties Group bond offering raises P3.0B in funds Company returns to retail bond market with final demand more than twice oversubscribed

April 30, 2021 Results of the Board Meeting held last May 18, 2020

The following resolutions were passed:

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I. APPROVAL OF THE COMPANY’S ANNUAL FINANCIAL REPORT FOR YEAR ENDED DECEMBER 31, 2020 The Chairman informed the Board that there is a need to approve the annual Financial Report of the Company ended December 31, 2020. Upon motion made and duly se-conded, the following resolution was unanimously approved and adopted by the Board: “RESOLVED, That the Board of Directors of Century Properties Group Inc. (the “Corporation”) be authorized, as it is hereby authorized to approve the Annual Financial Report of the Company for the year ended December 31, 2020.” II. PRESENTATION OF KEY BUSINESS UPDATES The Executive Committee presented the Company’s Key Business Updates which the Board duly noted.

May 7, 2021 Official Press release entitled: Century Properties Group posts Php10.8B revenues in 2020

May 12, 2021 Results of the Board Meeting held last May 12, 2021

The following resolutions were passed:

I. APPROVAL OF THE COMPANY’S 1ST QUARTER FINANCIAL REPORT FOR QUARTER ENDING MARCH 31, 2021 The Chairman informed the Board that there is a need to approve the First Quarter Financial Report of the Company for the Quarter ended March 31, 2021. Upon motion made and duly seconded, the following resolution was unanimously approved and adopted by the Board: “RESOLVED, That the Board of Directors of Century Properties Group Inc. ( the “Corporation”) be authorized, as it is hereby authorized to approve the First Quarter Financial Report of the Company for the quarter ended 31 March 2021 and the release of the same.” II. REALLOCATION OF THE USE OF PROCEEDS FOR PREFERRED SHARES The Company refers to the Use of Proceeds raised from the Primary Offer of 20,000,000 Preferred Shares, with an oversubscription option of up to 10,000,000 Preferred Shares as disclosed in the prospectus dated 12 December 2019 and the Disbursement of Proceeds and Progress Report dated 15 April 2021. The Company raised net proceeds of Php 2,958,067,750.00 from the issuance of the Preferred Shares on 10 January 2020. As of 31 March 2021, the Company has only utilized a total of Php 1,078,316,159 with a balance of Php 1,860,801,437 remaining unutilized to date. The Company would like to inform the Honorable Exchange that CPG’s Board of Directors approved today the following proposed second reallocation of net proceeds from the issu-ance of the Preferred Shares:

1. Reallocate the Php 1.8 billion originally intended for the construction of an office building in Cen-tury City Makati with estimated 28,800 square meters in gross floor area to the following: (a) Php 650 million for affordable housing segment; and (b) Php 650 million for CPG’s general corporate purposes. The reallocated funds will be part of CPG’s general working capital funds and the portion for the affordable housing segment is intended to be disbursed through a loan agreement with PHirst Park Homes Inc. not later than 30 days after the Board approval today. 2. Change the purpose of the proceeds originally intended for the development of leasing projects in Katipunan Avenue, Quezon City and Mandaluyong City (Acqua Expansion) to development of for sale projects or mixed-use development in the same locations, taking into consideration the prevail-ing soft leasing market which may take longer to recover. 3. The Board considers the reallocation in the planned use of proceeds as beneficial to and aligned with CPG’s strategy of expanding into high-margin businesses, which include its affordable housing segment. Please see below the details of the updated schedule of allocation of use of proceeds

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Project Developer Location Original Revised New Allocation Allocation Reallocation (Php Mn) Dec 3, May 12, 2020 2021 (Php Mn) (Php Mn) Capital Expenditures CCDC Valdez St, 1,800 1,300 0 for the Development Brgy. of Century City Office Poblacion, Building Makati City Replenishment of CCDC II Century City, 0 500 500 Working Capital for the Makati City purchase of 40% of Century Diamond Tower General corporate 0 0 650 purposes Capital Expenditures PPHI 0 0 650 for Affordable Housing segment

Working Capital for CLC Katipunan 1,158 1,158 0 the Partial Funding Ave., Quezon of Other Leasing City and Projects) Mandaluyong City (Acqua Working Capital for CLC Katipunan 0 0 1,158 the Partial Funding of Ave., Quezon For Sale Projects or City and Mixed-Use Mandaluyong Development) City (Acqua Expansion) Total 2,958 2,958 2,958

May 17, 2021 Official Press release entitled: CPG's 1st Quarter 2021 Results Buoyed by Affordable Housing Business

June 8, 2021 Results of the Special Board Meeting held last June 8, 2021

The following resolutions were passed:

I. ANNUAL STOCKHOLDERS’ MEETING The Chairman discussed the need to set and approve the details of the Annual Stockholders’ Meeting of the Company on JULY 26, 2021. The Board unanimously approved the following resolutions: “RESOLVED, to set and approve the date of the Annual Stockholders’ Meeting on JULY 26, 2021, Thursday at 10:00 a.m., to be conducted virtually and attendance at the meeting will be via remote communication only. RESOLVED, FURTHER, that the record date is set on JUNE 25, 2021, thus, only common stock shareholders as of JUNE 25, 2021 shall be entitled to notice and to vote at the said meeting;

“RESOLVED, FURTHER, that the agenda for the said meeting shall be as follows: 1. Call to order 2. Certification of notice and the existence of a quorum 3. Approval of the minutes of the Annual Stockholders’ Meeting held on August 27, 2020 4. Annual Report of the President 5. Ratification of all Acts and Proceedings of the Board of Directors and Corporate Officers 6. Approval of the 2020 Audited Consolidated Financial Statements of the Corporation 7. Election of Members of the Board of Directors and three Independent Directors 8. Appointment of External Auditor for 2021 9. Other Matters i.Amendment of Article 5 of the Amended Articles of Incorporation to increase the number of Direc-tors from eleven (11) to eleven (12) 10. Adjournment

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In light of the current conditions and in support of the measures to prevent the spread of COVID-19, there will be no physical meeting. Stockholders may only attend and participate in the meeting by remote communication. Stockholders may vote electronically in absentia, subject to val-idation procedures. Stockholders who intend to attend by remote communication are required to REGISTER via https://www.century-properties.com/asm2021/ on or before July 15, 2021. The instructions, procedures and requirements for electronic voting in absentia and participation by remote communication shall be sent to the email address provided in the stockholder’s registration from. The link through which the Meeting may be accessed shall be sent to the email address of the reg-istered stockholder after validation. The procedures for participating in the meeting through remote communication and for casting of votes in absentia will be set forth and discussed in details in the Company’s Definitive Information Statement (SEC Form 20-IS). The Definitive Information Statement, Management Report, Audited Financial Statements, Quarterly Report/s and other documents relative to the Annual Stockholders’ Meeting, including the Procedures and Guidelines on the participation by remote communication and voting in absentia may be accessed, beginning on JULY 1, 2021 through any of the following: 1. Go to the Corporation website via this link: https://www.centuryproperties.com/ 2. Go to the PSE EDGE portal via https://edge.pse.com.ph/ or; 3. Request for a copy by sending an email to icsales@centuryproperties.com or danny.bunyi@divi-nalaw.com

RESOLVED, FINALLY, that the Corporate Secretary or the Assistant Corporate Secretary or other responsible officers of the Corporation is hereby authorized to issue this notice of meeting to stockholders and to execute, sign, and file any and all documents which may be re-quired by the Securities and Exchange Commission, Philippine Stock Exchange, and other govern-ment agencies and to do all actions and things as may be necessary to comply with the provisions of the Corporation Code of the Philippines, Securities Regulation Code and other regulations relat-ing to the subject matter of this resolution.” II. NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE ENDORSEMENT FOR THE SELECTION AND NOMINEES FOR INDEPENDENT DIRECTORS AND REGULAR DIRECTORS The Chairman of the Nomination, Remuneration and Compensation Committee discussed the selection and qualification of the Independent Directors and Regular Directors based on the SRC Rules and Corporate Governance Code. After discussion and upon motion made and duly seconded by majority of the committee body and board members, the following resolutions were both approved by majority of the Committee members and the Board of Directors: “RESOLVED, That the Board of Directors of Century Properties Group Inc. (the Corporation) upon endorsement of majority of the Board Committee on Nomination, Remuneration and Compensation hereby approves the selection and nomination of the following Independent Directors and Regular Directors for the year 2020-2021

Independent Directors: CARLOS C. EJERCITO - nominated by CPI STEPHEN T. CuUNJIENG - nominated by CPI JOSE L. CUISIA Jr. - nominated by CPI AILEEN CHRISTEL U. ONGKAUKO – nominated by CPI DAVID L. ALMIROL Jr. – nominated by CPI* Regular Directors: Jose E. B. Antonio John Victor R. Antonio Jose Marco R. Antonio Jose Carlo R. Antonio Ricardo P. Cuerva – Non Executive Rafael G. Yaptinchay Hilda R. Antonio – Non Executive “RESOLVED, FINALLY, that the Corporate Secretary or the Assistant Corporate Secretary or other responsible officers of the Corporation is hereby authorized to issue the notice of meeting to stockholders and to execute, sign, and file any and all documents which may be required by the Securities and Exchange Commission, Philippine Stock Exchange, and other government agencies and to do all actions and things as may be necessary to comply with the provisions of the Corporation Code of the Philippines, Securities Regulation Code and other regulations relating to the subject matter of this resolution.”

40

III. AMENDMENT OF THE ARTICLES OF INCORPORATION The Chairman informed the Board that there is a need to amend the Fifth Article of the Company’s Articles of Incorporation to increase the number of the Board of Directors from Eleven (11) to Twelve (12). Upon motion made and duly seconded, the following resolution was unanimously approved and adopted by the Board: “RESOLVED that the Board of Directors of Century Properties Group Inc. hereby approves the amendments of the Fifth Article under the Amended Articles of Incorporation of Century Properties Group Inc. to read as follows: FIFTH: That the number of the directors of said corporation shall be twelve (12) (As amended by the Board of Directors on May 8, 2019 and approval by the Majority Stockholders of CPGI on June 28, 2019 and further amended by the Board of Directors on June 8, 2021, subject to the approval of the Majority Stockholders of CPGI on July 26, 2021) “RESOLVED FURTHER, that the proper officers of the Corporation are hereby authorized and directed to execute and file the proper certificates of the proceedings of this meeting, to execute, sign, and file any and all documents which may be required by the Securities and Exchange Commission, Philippine Stock Exchange, and other government agencies and to do all actions and things as may be necessary to comply with the provisions of the Corporation Code of the Philippines, Securities Regulation Code and other regulations relating to the subject matter of this resolution.” “RESOLVED FINALLY”, that a copy of this resolution be furnished the entity concerned”.

IV. ENDORSEMENT OF EXTERNAL AUDITOR FOR 2021 The Chairman of the Audit Committee discussed the selection of External Auditors for the year 2021 and recommended to the Board the firm of Sycip, Gorres, Velayo and Co. as external auditor for the year 2021. After discussion and upon motion made and duly se-conded by majority of the committee body and board members, the following resolutions were both approved by majority of the Committee members and the Board of Directors: “RESOLVED, That the Board of Directors of Century Properties Group Inc. ( the “Corporation”) be authorized, as it is hereby authorized to endorse for approval of the Stockholders the firm of Sycip, Gorres, Velayo and Co. as external auditor for the year 2021.”

Other Proposed Action No other action is proposed to be taken with respect to any matter not specifically referred to in the foregoing items.

No action is to be taken with respect to any matter which is not required to be submitted to a vote of the stockholders. In case an action not required to be submitted to the stockholders is taken up but a negative vote

is achieved, the matters shall be noted and recorded in the minutes of the stockholders’ meeting.

41

Registration and Voting Procedures

The Company will adapt the same registration and voting procedures below as done for last year’s

Annual Stockholders Meeting.

(a) Vote Required

All matters subject to vote during the shareholder’s meeting on July 26, 2021 shall require the vote of majority of the shareholders, either in absentia or by proxy, and entitled to vote thereat, provided that a quorum is present except for the (a) amendments to the Amended By-laws for the change in date of annual meeting which shall require the vote of at least two-thirds of the

outstanding capital stock of the Company. Each common share entitles the holder to one vote for each share of stock standing in his name in the books of the Company as of June 25, 2021.

(b) Electronic Voting in Absentia

In light of the current conditions and in support of the measures to prevent the spread of COVID-19, there will be no physical meeting. Stockholders may only attend and participate in the meet-ing by remote communication. Stockholders may vote electronically in absentia, subject to val-idation procedures.

Stockholders who intend to attend by remote communication are required to REGISTER via https://www.century-properties.com/asm2021/ on or before JULY 15, 2021.

The instructions, procedures and requirements for electronic voting in absentia and participation by remote communication shall be sent to the email address provided in the stockholder’s regis-tration from.

The link through which the Meeting may be accessed shall be sent to the email address of the registered stockholder after validation.

Stockholders as of JUNE 25, 2021 (“Stockholders”) have the option of electronic voting in absentia

on the matters in the Agenda, after complete registration and successful validation. To access the

Voting in Absentia link, stockholders are required to provide their active, primary electronic mail

(e-mail) addresses to the Corporation by informing (a) the Corporation through the registration link

provided: https://www.century-properties.com/asm2021/, or (b) the brokerage firm, or (c) the

stock transfer office

By registering to participate in the virtual meeting a stockholder or a proxy or representative of the stockholder agrees for the Company and its service providers to process their sensitive personal information necessary to verify their identity and authority. A stockholder who fails to comply with

the registration requirement will not be able to participate in the virtual stockholders meeting and voting in absentia.

Important Matters to take note on registration and voting:

1. The deadline for registration to vote in absentia is on July 15, 2021. Beyond this date, Stockholders

may no longer avail of the option to vote in absentia.

2. After validation of the Stockholder’s registration, a link for the voting in absentia as well as a link to

the meeting will be sent to the Stockholder’s registered e-mail address. Simply follow the instructions

42

sent to the e-mail address provided. The Stockholders shall have the option to cast their votes ahead

of the meeting or until 9:15 am of July 26, 2021.

3. After the ballot has been submitted, Stockholders may no longer change their votes.

4. The following are needed for validation procedures (as will be stated in the instruction link to be pro-

vided):

A. For individual Stockholders-

1. A recent photo of the Stockholder, with the face fully visible (in JPG format). The file size

should not exceed 2MB;

2. A scanned-copy of the stockholder’s valid government-issued ID showing photo and personal

details, preferably with residential address (in JPG format). The file size should not exceed

2MB;

3. A valid and active e-mail address;

4. A valid and active contact number;

B. For Stockholders with joint accounts-

1. A scanned copy of an authorization letter signed by all Stockholders, identifying who among

them is authorized to cast the vote for the account (in JPG format). The file size should not exceed 2MB.

C. For Stockholders under Broker accounts-

1. A broker’s certification on the Stockholder’s number of shareholdings (in JPG format). The file

size should not exceed 2MB;

2. A recent photo of the stockholder, with the face fully visible (in JPG format). The file size

should not exceed 2MB;

3. A scanned copy of the Stockholder’s valid government-issued ID showing photo and personal

details, preferably with residential address (in JPG format). The file size should not exceed

2MB;

4. A valid and active e-mail address;

5. A valid and active contact number;

D. For corporate Stockholders-

1. A secretary’s certificate attesting to the authority of the representative to vote for, and on

behalf of the Corporation (in JPG format). The file size should not exceed 2MB;

2. A recent photo of the stockholder’s representative, with the face fully visible (in JPG format).

The file size should not exceed 2MB;

3. A scanned copy of the valid government-issued ID of the stockholder’s representative show-

ing photo and personal details, preferably with residential address (in JPG format). The file

size should not exceed 2MB;

4. A valid and active e-mail address of the Stockholder’s representative;

5. A valid and active contact number of the Stockholder’s representative.

Incomplete or inconsistent information may result in an unsuccessful registration. As a result, Stockholders will not be allowed access to vote electronically in absentia, but may still vote

through the Chairman of the meeting as proxy, by submitting a duly accomplished proxy form, on or before July 15, 2021. Considering the extraordinary circumstances in relation to COVID-19, the Company shall allow elec-

tronic signature for the required documents, as applicable. Notarization requirement shall also be dis-pensed with at this time. However, the Company reserves the right to request additional information, and original signed and notarized copies of these documents at a later time.

43

E. All agenda items indicated in the Notice of the Meeting will be set out in the digital absentee ballot

and the registered Stockholder may vote as follows:

1. For items other than the Election of Directors, the registered Stockholder has the option to

vote: For, Against, or Abstain. The vote is considered cast for all the registered Stockholder’s

shares.

2. For the Election of Directors, the registered Stockholder may vote for all nominees, not vote

for any of the nominees, or vote for some nominees only, in such number of shares as preferred

by the Stockholder, provided that the total number of votes cast shall not exceed the number

of shares owned, multiplied by the number of directors to be elected.

Asking Questions during the Meeting: As soon as registered and validated, the stockholder may submit questions relative to the Agenda by sending the same via the following email addresses on or before 10:15 am on July 26, 2021

icsales@century-properties.com or danny.bunyi@divinalaw.com

The questions submitted as well as the name of the stockholders who submitted the question will be read and answered by the Company during the meeting proper. Should the shareholder have

follow-up questions, the same may be sent via the above email addresses. The Company undertakes to respond/reply immediately.

(c) Method by which Votes will be Counted

The Company’s internal audit team will count and tabulate the votes cast in absentia together with the

votes cast by proxy. The counting thereof shall be supervised and validated by the external auditor of

the Company.

44

PART III.

SIGNATURE PAGE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in

this report is true, complete and correct. This report is signed in the City of Makati on June 15, 2021

CENTURY PROPERTIES GROUP INC. By:

ATTY. DANNY E. BUNYI Corporate Secretary

45

CERTIFICATION Upon written request of a stockholder, the Company undertakes to furnish said stockholder with a copy of the Company’s Annual Report or SEC Form 17-A free of charge. Any written request for a copy shall be addressed to the following: Atty. Isabelita Ching-Sales Chief Compliance and Chief Information Officer Email: icsales@century-properties.com At the discretion of management, a charge may be made for exhibits, provided that such charge is limited to reasonable expenses incurred by the Company in furnishing such exhibits.

CENTURY PROPERTIES GROUP INC. By:

ATTY. DANNY E. BUNYI Corporate Secretary

1

ANNEX “A”

CENTURY PROPERTIES GROUP INC.

MANAGEMENT REPORT

FOR THE

2020 ANNUAL MEETING OF STOCKHOLDERS

Pursuant to SRC Rule 20 (4) (A)

2

BUSINESS OF THE COMPANY

Century Properties Group, Inc., (“CPGI”) is one of the leading real estate companies in the Philippines

with a 34-year track record. The Company is primarily engaged in the development, marketing, and sale

of mid- and high-rise condominiums and single detached homes, leasing of retail and office space, and

property management.

As of December 31, 2020, the Company has completed 32 projects, namely: 28 residential projects,

consisting of 15,563 units and an aggregate gross floor area (“GFA”) of 1,239,375 sq.m. (inclusive of

parking); a retail commercial building with gross leasable area (“GLA”) of 26,919 sq.m. (inclusive of

parking); a medical office building with GLA of 45,103 sq.m. (inclusive of parking); and two (2) office

buildings with GLA of 31,952 sq.m. (inclusive of parking) and 63,101 sq.m. (inclusive of parking),

respectively. Furthermore, the Company has also completed 1,404 homes under its affordable housing

segment. These are in addition to the 19 buildings consisting of 4,128 units with an aggregate GFA of

548,262 sq.m. that were completed prior to 2010 by the Meridien Group of Companies (“Meridien”), the

founding principals’ prior development companies. Noteworthy developments of Meridien include: the

Essensa East Forbes and South of Market in Fort Bonifacio, SOHO Central in the Greenfield District of

Mandaluyong City, Pacific Place in Ortigas, Le Triomphe, Le Domaine, and Le Metropole in Makati City.

Completed Projects as of December 31, 2020

Residential Projects Location Type GFA in sq.m.

(with parking) Units Year

Completed

Century City

Gramercy Residences Makati City Residential 121,595 1,432 2012

Knightsbridge Residences Makati City Residential 87,717 1,329 2013

Milano Tower Makati City Residential 64,304 516 2016

Trump Tower Makati City Residential 55,504 267 2017

Subtotal 329,119 3,544

Azure Urban Resorts Residences

Rio Parañaque City Residential 42,898 756 2013

Santorini Parañaque City Residential 36,126 553 2013

St. Tropez Parañaque City Residential 36,260 580 2014

Positano Parañaque City Residential 35,164 597 2015

Miami Parañaque City Residential 34,954 559 2015

Maui Parañaque City Residential 41,235 601 2016

Maldives Paranaque City Residential 28,859 385 2017

Boracay Parañaque City Residential 27,713 473 2018

Bahamas Parañaque City Residential 53,701 851 2019

Subtotal 336,909 5,355

3

Residential Projects Location Type GFA in sq.m.

(with parking) Units Year

Completed

Acqua Private Residences

Niagara Mandaluyong City Residential 33,709 474 2015

Sutherland Mandaluyong City Residential 41,705 735 2015

Dettifoss Mandaluyong City Residential 36,536 607 2016

Livingstone Mandaluyong City Residential 40,251 675 2016

Iguazu Mandaluyong City Residential 36,367 492 2018

Acqua Tower 6 Mandaluyong City Residential 13,531 185 2019

Subtotal 202,099 3,168

The Residences at Commonwealth by Century

Osmeña West Quezon City Residential 14,525 158 2015

Quezon North Quezon City Residential 17,760 285 2017

Roxas East Quezon City Residential 27,255 389 2017

Osmeña East Quezon City Residential 14,089 220 2018

Roxas West Quezon City Residential 26,767 500 2019

Quirino West Quezon City Residential 26,759 517 2020

Quirino East Quezon City Residential 26,747 498 2020

Subtotal 153,903 2,567

Canyon Ranch

Phase 1 & 2 Carmona, Cavite Residential 166,400 779

Moderno Carmona, Cavite Residential 25,303 150

Subtotal 191,703 929

Grand Total 1,213,733 15,563

Commercial/Office

Projects

Location

Type

CFA in sq.m.

(with parking)

Units

Year

Completed

Century City Mall Makati City Retail 26,919 N/A 2013

Centuria Medical Makati Makati City Medical Office 45,390 571 (for sale) / 141 (for lease)

2015

Asian Century Center BGC, Taguig City Office Building 31,952 55 2018

Century Diamond Tower Makati City Office Building 63,101 55 2019

Total 167,362 1,138

Note: Excludes projects completed by Meridien

4

The Company, through its subsidiary CPMI, also engages in a wide range of property management

services, from facilities management and auction services, to lease and secondary sales. Through CPMI,

the Company endeavors to ensure the properties it manages maintain and improve their asset value,

and are safe and secure. CPMI manages 52 projects as of December 31, 2020 with 66 buildings and 3.58

million sq. m. of GFA under management. Of the total CPMI projects under management, 73% of the

projects were developed by third-parties. Notable third-party developed projects under management

include the One Corporate Center, One San Miguel Avenue Condominium and Union Bank Plaza in

Ortigas, BPI Makati Offices and Pacific Star Building in Makati City, and Philippine National Bank

Financial Center in Pasay City.

1.2 SUBSIDIARIES AND ASSOCIATE

Below is the Company’s percentage of ownership in its Subsidiaries and Associate as of the filing of this

report.

Percentage of Ownership as of

the Filing of the Report

Direct Indirect

Century Communities Corporation (CCC) 100 -

Century City Development Corporation (CCDC) 100 -

Century Limitless Corporation (CLC) 100 -

Century Properties Management Inc. (CPMI)

PHirst Park Homes, Inc (PPHI)

Century Destinations and Lifestyle Corp. (Formerly Century

Properties Hotel and Leisure, Inc.)

A2Global Inc.

100

60

100

49

-

-

-

-

Century Communities Corporation

CCC, incorporated in 1994, is focused on horizontal house and lot developments. From the

conceptualization to the sellout of a project, CCC provides experienced specialists who develop and

execute the right strategy to successfully market a project. CCC is the developer of Canyon Ranch, a

25-hectare house and lot development located in Carmona, Cavite.

Century City Development Corporation

CCDC, incorporated in 2006, is focused on developing mixed-use communities that include residences,

office and retail properties. CCDC is currently developing Century City, a 3.4-hectare mixed-use

development along Kalayaan Avenue in Makati City.

5

Century Limitless Corporation

CLC, incorporated in 2008, is Century’s brand category that focuses on developing high-quality,

affordable residential projects. Projects under CLC will cater to first-time home buyers, start-up

families and investors seeking safe, secure and convenient homes.

Century Properties Management, Inc.

Incorporated in 1989, CPMI is one of the largest property management companies in the Philippines, as

measured by total gross floor area under management. CPMI currently has 46 projects in its portfolio,

covering a total gross floor area of 2.58 million sq.m. CPMI has been awarded 18 safety and security

distinctions from the Safety Organization of the Philippines.

Century Destinations and Lifestyle Corp. (CDLC)

(Formerly Century Properties Hotel and Leisure, Inc.)

Incorporated in 2014, CPHLI shall operate, conduct and engage in hotel and leisure and related business

ventures.

PHirst Park Homes Inc. (PPHI)

PHirst Park Homes Inc., incorporated on August 31, 2018, is the first-home division and brand of CPGI.

Its projects are located within the fringes of Metro Manila and its target market are first-time

homebuyers. Its current projects are located at Barangay San Lucas in Lipa City and San Pablo, Laguna,

which involve a multi-phase horizontal residential property and offer both Townhouse units & Single

Attached units. PHirst Park Homes is a joint venture project between Century Properties Group Inc.

and Mitsubishi Corporation with a 60-40% shareholding, respectively.

A2Global Inc.

A2Global Inc., an associate incorporated in 2013, is a company where CPGI has a 49% shareholdings

stake.

1.3 RECENT TRANSACTIONS

CPG Issues PHP 3 Billion Bonds

On March 1, 2021, Century Properties Group, Inc. listed its PHP 3 Billion 3-year unsecured Peso-

denominated fixed rate retail bonds on the Philippine Dealing & Exchange Corp. (PDEx). The bond

offering which carries an interest rate of 4.8467% per annum, was more than twice oversubscribed.

Proceeds from the issuance will be used to partially refinance bank term loans, finance the company’s

capital expenditures for vertical developments, and fund general corporate purposes including, but not

limited to, working capital.

China Bank Capital Corporation acted as Sole Issue Manager, Lead Underwriter, and Sole Bookrunner of

the offering.

6

CPG Buys Out Mitsubishi’s Stake in Century Diamond Tower

On Aug 25, 2020 CPG acquired its joint venture partner Mitsubishi Corporation’s 40% stake in the newly-

completed Century Diamond Tower. Mitsubishi was CPG’s joint-venture partner through Century City

Development II Corp (CCDC II) since 2015 when the office development was launched. The two

companies eventually agreed to a buyout transaction, which was approved by the Philippine

Competition Commission on August 11, 2020. The deed of sale of shares was executed on August 24,

2020.

CPG paid Php1.9 billion for the acquisition of Mitsubishi’s common shares in CCDCII. The buyout

transaction made CCDCII a wholly-owned subsidiary of CPG. This acquisition effectively increased CPG’s

recurring income assets in line with the Company’s strategy of growing its high-margin businesses

including office leasing.

Century Properties Group Raises Php3 B from Preferred Shares Follow-On Offering

On January 10, 2020, CPG marked its follow-on offering of preferred shares with a bell-ringing

ceremony at the Philippine Stock Exchange, successfully raising Php 3 billion for the expansion of its

commercial leasing business.

The Securities and Exchange Commission approved CPG’s application to offer 20 million preferred

shares at Php100.00 each with an oversubscription option of up to 10 million preferred shares on

December 12, 2019, The offer period was held on December 16, 2019 to January 3, 2020.

Due to strong demand, the transaction was priced at the tight end of pricing guidance of 275 to 325

basis points. The dividend rate is set at 6.7177% per annum and dividend payment dates will be

quarterly every January 10, April 10, July 10, and October 10 for a period of 3 years. The preferred

shares were listed on the main board of the PSE under the trading symbol, “CPGP.” CPG’s largest equity

capital markets transaction to date was twice oversubscribed over the Php2 billion base issue size,

thereby allowing the company to fully exercise its Php 1 billion oversubscription option.

China Bank Capital Corporation acted as Sole Issue Manager, Lead Underwriter, and Sole Bookrunner of

the offering.

MARKET FOR COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The shares of the Company consist of common and preferred shares, which are presently being traded

in the Philippine Stock Exchange.

The high, low and close prices for the common shares of the Company for each quarter within the last

three (3) fiscal years are as follows:

7

Common Shares (CPG)

(in ₱) 2020 2020 2019

Quarter High Low Close High Low Close High Low Close

First quarter 0.390 0.380 0.38 0.570 0.335 0.370 0.560 0.425 0.530

Second quarter - - - 0.430 0.325 0.370 0.640 0.490 0.610

Third quarter - - - 0.405 0.345 0.360 0.670 0.520 0.550

Fourth quarter - - - 0.495 0.355 0.450 0.630 0.520 0.550

The high, low and close prices for the preferred shares of the Company for each quarter within the first

year of trading are as follows:

Preferred Shares (CPGP)*

(in ₱) 2021 2020

Quarter High Low Close High Low Close

First quarter 102.50 102.00 102.50 103.00 100.00 100.80

Second quarter - - - 101.00 98.50 101.00

Third quarter - - - 102.70 100.00 102.70

Fourth quarter - - - 110.00 101.00 110.00

*Listed on January 10, 2020

Holders

The number of shareholders of the Company of record as of March 31, 2021 was Four Hundred Ninety-

Nine (499). The number of issued and outstanding common shares of the Company as of June 30, 2020

are Eleven Billion Six Hundred Ninety-Nine Million Seven Hundred Twenty-Three Thousand Six Hundred

Ninety (11,699,723,690). All shares of the Company are common stock.

The top 20 stockholders as of March 31, 2021 are as follows:

Name

Number of Shares Held

% to

Total

CENTURY PROPERTIES, INC. 5,773,617,049 49.348

PCD NOMINEE CORPORATION (FILIPINO) 4,563,327,174 39.004

RICARDO P. CUERVA 214,995,168 1.838

JAIMIE MARIE C. CUERVA 214,995,160 1.838

8

LOURDES C. CUERVA 214,995,160 1.838

RICARDO C. CUERVA 214,995,160 1.838

F. YAP SECURITIES, INC. 169,183,755 1.446

PCD NOMINEE CORPORATION (NON-FILIPINO) 140,731,447 1.203

TRIVENTURES CONSTRUCTION & MANAGEMENT CORPORATION 119,441,756 1.021

MA. CRISTINA LOUISE C. CUERVA 53,748,790 0.459

QIU NINI 6,800,000 0.058

ERNESTO B. LIM 6,000,000 0.051

PEDRO RIZALDY ALARCON 1,000,000 0.009

GOH WAY SIONG 1,000,000 0.009

ANTONIO A. INDUCTIVO 723,959 0.006

VICTOR S. CHIONGBIAN 688,732 0.006

VICENTE GOQUIOLAY & CO., INC. 395,288 0.003

MAGDALENO B. DELMAR, JR. 361,458 0.003

CRISANTO L. DAPIGRAN 217,000 0.002

ALFRED REITERER 200,000 0.002

FOREIGN EQUITY HOLDERS

As of 31 March 2021, the percentage of the total outstanding capital stock of the Company held by

foreigners is 1.282%.

VOTING SHARES

Security Type Stock Symbol Number of

Foreign-Owned

Shares

Number of Local-

Owned Shares

Number of

Outstanding Voting

Shares

Common CPG 148,731,748 11,450,868,942 11,599,600,690

Foreign Ownership of Outstanding Voting Shares is 1.282%

NON-VOTING SHARES

Security Type Stock Symbol Number of

Foreign-Owned

Shares

Number of Local-

Owned Shares

Number of

Outstanding Non-

Voting Shares

Preferred CPGP 604,780 29,395,220 30,000,000

Dividends

The Company declares dividends yearly, either through Cash or Stock, to shareholders of record, which

are paid from the Company’s unrestricted retained earnings.

Below is the summary of CPGI’s dividend declaration for fiscal year 2016 until 2021.

Cash Dividends

Fiscal Year Total Amount of

Dividends Amount of dividends

per share Date of

Declaration Date of Payment

9

2012 184,436,193 ₱0.019024 April 15, 2013 May 16, 2013

2013 184,471,576 ₱0.0190 April 30, 2014 June 5, 2014

2014 201,158,909 ₱0.0173418822 June 15, 2015 July 16, 2015

2015 ₱205,022,943 ₱0.0177 June 22, 2016 July 20, 2016

2016 ₱205,065,834 ₱0.0177 May 22, 2017 June 19, 2017

2017 ₱200,000,000 ₱0.0172 June 8, 2018 July 6, 2018

2018 ₱137,919,252 ₱0.01189 June 24, 2019 July 23, 2019

2019

₱147,847,020

₱0.0063 August 26, 2020

September 18, 2020

₱0.0063 November 18, 2020

CPGI intends to maintain an annual cash dividend payment ratio for the issued and outstanding common

shares of the Company of approximately 10% of its consolidated net income from the preceding fiscal

year, subject to the requirements of applicable laws and regulations, availability of unrestricted

retained earnings and the absence of circumstances which may restrict the payment of such dividends.

The Company declares dividends yearly, either through Cash or Stock, to shareholders of record, which

are paid from the Company’s unrestricted retained earnings.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Key Performance Indicators / Risks

The Company derives a significant portion of its revenue from Oversea Filipino Workers

(“OFWs”), expatriate Filipinos, former Filipino citizens who have returned to the Philippines

(“Balikbayans”) and other overseas buyers, which exposes the Company to risks relating to the

performance of the economies where they are located.

The Company generates a significant portion of its revenues, particularly sales of its affordable and

middle-income projects, from OFWs, expatriate Filipinos, Balikbayans and other overseas buyers. A

number of factors could reduce the number of OFWs, remittances from OFWs or the purchasing power

of expatriate Filipinos, Balikbayans and other overseas buyers. These include:

• a downturn in the economic performance of the countries and regions where a significant

number of these potential customers are located, such as the United States, France, Italy, the

United Kingdom, Hong Kong, Japan, Korea, Taiwan, Singapore, the United Arab Emirates, Qatar

and Bahrain, among others;

• a change in Government regulations that currently exempt the income of OFWs from taxation in

the Philippines;

• the imposition of Government restrictions on the deployment of OFWs to particular countries or

regions, such as the Middle East; and

10

• restrictions imposed by other countries on the entry or the continued employment of foreign

workers.

Any of these events could adversely affect demand for the Company’s projects from OFWs, expatriate

Filipinos, Balikbayans and other overseas buyers, which could materially and adversely affect its

business, financial condition or results of operations.

All of the Company’s properties are in the Philippines and it derives a material portion of its

revenue s from customers located in the Philippines and, as a result, it is exposed to risks

associated with the Philippines including the performance of the Philippine economy.

All of the Company’s properties are in the Philippines and it derives a material portion of its revenues

from customers located in the Philippines. Accordingly, the Company is significantly influenced by the

general state of the Philippine economy. In the past, the Philippines has experienced periods of slow or

negative growth, high inflation, significant devaluation of the peso and the imposition of exchange

controls. For companies in the real estate sector, demand for, and prevailing prices of, commercial and

residential properties are affected by the strength of the Philippine economy (including overall growth

levels and interest rates), the overall levels of business activity in the Philippines and the amount of

remittances received from OFWs.

Demand for commercial and residential developments is also affected by social trends and changing

spending patterns in the Philippines, which in turn are influenced by economic, political and security

conditions in the Philippines. Moreover, extensive construction of condominium and housing units and

other factors could lead to the risk of formation of asset bubbles in real estate. The Philippine

residential housing industry is cyclical and sensitive to changes in general economic conditions in the

Philippines such as levels of employment, consumer confidence and income, availability of financing for

property acquisitions, construction and mortgages, interest rate levels, inflation and demand for

housing. When the Philippines underwent financial and political crises in the past, demand for real

estate dropped and consequently led to an oversupply in the market and reduced demand for new

residential projects.

The global financial crises, which resulted in a general slowdown of the global economy, likewise, led

to a decline in property sales in the Philippines. If changes in the Philippine property market or the

Philippine economy cause a decrease in revenues from the sale of properties, significant expenditures

associated with investment in real estate, such as real estate taxes, maintenance costs and debt

payments, generally cannot be correspondingly reduced and therefore could materially and adversely

affect the Company’s business, financial condition and results of operations.

The Company is exposed to geographic portfolio concentration risks.

Properties located in Metro Manila, the commercial capital of the Philippines, account for a substantial

portion of the Company’s real estate assets. Further, its current projects are primarily located within

Metro Manila and, in particular, within relatively short distances from the traditional main business

districts of Makati City, Ortigas Center and Fort Bonifacio. Due to the concentration of its property

portfolio in Metro Manila, a decrease in property values in Metro Manila would have a material adverse

effect on its business, financial condition and results of operations.

Its portfolio of residential real estate property development projects exposes the Company to

sector-specific risks.

The Company’s business is concentrated in the Philippine residential market. Therefore, reduced levels

of economic growth, adverse changes in the country’s political or security situation or weak

performance of the country’s property development market generally could materially and adversely

affect its profitability. The Company’s results of operations are dependent on the continued success of

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its development projects. Additionally, the Philippine real estate industry is highly competitive. The

Company’s projects are largely dependent on the popularity of its development when compared to

similar types of developments in similar geographic areas, as well as on its ability to gauge correctly

the market for its developments. Important factors that could affect the Company’s ability to

effectively compete include a development’s relative location versus that of its competitors,

particularly with regards to proximity to transportation facilities and commercial centers, as well as the

quality of the developments and related facilities that it offers, pricing and the overall attractiveness

of the development. The Company’s inability to develop attractive projects could materially and

adversely affect its business, financial conditions and results of operations.

Since the Company operates in a competitive industry, it might not be able to maintain or

increase its market share, profitability and ability to acquire land for new projects.

The Company operates in a competitive business environment. The entry of new competitors could also

reduce the Company’s sales and profit margins. The Company faces significant competition in

connection with the acquisition of land for its real estate projects. Its growth depends significantly on

its ability to acquire or enter into agreements to develop additional land suitable for its real estate

projects. The Company may experience difficulty acquiring land of suitable size in locations and at

acceptable prices, particularly land located in and near Metro Manila and in other urban areas in the

Philippines. If it is unable to acquire suitable land at acceptable prices or to enter into agreements with

joint venture partners to develop suitable land with acceptable returns, its growth prospects could be

limited and its business, financial condition and results of operations could be adversely affected

The interests of joint venture partners and landowners for development projects may differ from

the interests of the Company and such joint venture partners and landowner may take actions

that adversely affect the Company.

The Company entered into joint venture agreements and Contracts to Sell with various parties as part

of its overall land acquisition strategy, property development and property management, and intends

to continue to do so. Under the terms of the joint venture agreements, the Company is responsible for

project development, project sales and project management, while its joint venture partners typically

supply the project land. Under the terms of the Contracts to Sell, the Company shall pay the purchase

value of the land on staggered basis, and in certain transactions, pay in addition proportionate

payments dependent on generated sales.

A joint venture or acquisition of land via Contracts to Sell involve additional risks where the joint

venture partners or landowners may have economic or business interests or goals that differ from the

Company’s. For example, the joint venture partners or landowners may withhold certain key

information relating to the land that the Company may not be able to discover after conducting due

diligence and such information could affect its right to possess and develop such land. Titles over the

land, although already in the name of the joint venture partners or landowners, may still be contested

by third parties. The joint venture partners or landowners may also take actions contrary to the

Company’s instructions or requests, or in direct opposition to its policies or objectives with respect to

its investments or with respect to the project land, or dispute the distribution of joint venture shares or

instalment payments. The joint venture partner may also not meet its obligations under the joint

venture agreement. Disputes between the Company and its joint venture partners or the landowner

could arise after significant capital investments in a project have been made, which could result in the

loss of some or all of the Company’s investments in the project. Any of the foregoing could have a

material adverse effect on the Company’s business, financial condition and results of operations.

The Company uses celebrities and international brands to design, market and sell some of its

properties.

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The Company depends on its relationships with celebrities and international brands to design, market

and sell some of its properties. It frequently enters into design or licensing agreements with celebrities

and well-known brands in which the celebrities provide branding, promotional and design expertise and

the Company agrees to pay design and licensing fees, and sometimes enters into revenue sharing plans.

Circumstances beyond the Company’s control could decrease the popularity of the celebrities and

brands with whom it partners, which could, in turn, adversely affect the Company’s marketing and sales

efforts and its reputation.

The Company may not be able to successfully manage its growth.

The Company intends to continue to pursue an aggressive growth strategy by increasing the amount of

properties it develops and manages and by expanding into new market segments. However, the

Company might experience capital constraints, construction delays, operational difficulties at new

locations or difficulties operating existing businesses and training personnel to manage and operate its

business. Any inability to adapt effectively to growth, including strains on management and logistics,

could result in losses or development costs that are not recovered as quickly as anticipated or at all.

These problems could have a material adverse effect on the business, financial condition and results of

operations of the Company.

The Company is involved in a cyclical industry and is affected by changes in general and local

economic conditions.

The real estate development industry is cyclical and is significantly affected by changes in general and

local economic conditions, including employment levels, availability of financing for property

acquisitions, construction and mortgages, interest rates, consumer confidence and income, demand and

supply of residential or commercial developments. The Philippine property market has in the past been

cyclical and property values have been affected by the supply of and the demand for properties, the

rate of economic growth and political and social developments in the Philippines.

Furthermore, the real estate industry may experience rapid and unsustainable rises in valuations of real

property followed by abrupt declines in property values, as was experienced in the United States

housing bubble from 1997 to 2006. Such real estate bubbles may occur periodically, either locally,

regionally or globally, which may result in a material adverse effect on the business, financial condition

and results of operations of the Company.

The Company might not be able to generate sufficient funds internally or through external

financing to operate and grow its business as planned.

The real estate business is capital intensive and requires significant capital expenditures to develop and

implement new projects and complete existing projects.

Historically, while the Company has funded a significant portion of its capital expenditure requirements

internally from the pre-sales of its development projects, it has periodically utilised external sources of

financing. However, it might not be able to continue funding its capital expenditure requirements

internally or obtain sufficient funds externally on acceptable terms or at all. Its ability to raise

additional equity financing from non-Philippine investors is subject to foreign ownership restrictions

imposed by the Philippine Constitution and applicable laws. Its access to debt financing is subject to

many factors, many of which are outside the Company’s control. For example, political instability, an

economic downturn, social unrest or changes in the Philippine regulatory environment could increase

the Company’s costs of borrowing or restrict its ability to obtain debt financing. In addition, the

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disruptions in the capital and credit markets may continue indefinitely, which could adversely affect its

access to financing. Inability to obtain financing on acceptable terms would adversely affect the

Company’s ability to operate and execute its growth strategies.

The cancellation of sales of housing or condominium units could adversely affect business,

financial condition and results of operations.

As a developer and seller of residential real estate, the Company’s business, financial condition and

results of operations could be adversely affected if a material number of housing or condominium unit

sales are cancelled. Under Republic Act No. 6552 (the “Maceda Law”), which applies to all transactions

or contracts involving the sale or financing of real estate through instalment payments, buyers who

have paid at least two years of instalments are granted a grace period of one month for every year of

paid instalments to cure any payment default. During the grace period, the buyer may pay the unpaid

instalments due, without additional interest. If the contract is cancelled, the buyer is entitled to

receive a refund of at least 50% of the total payments made by the buyer, with an additional 5% per

annum in cases where at least five years of instalments have been paid (but with the total not to

exceed 90% of the total payments). Buyers who have paid less than two years of instalments and who

have defaulted on instalment payments are given a 60 day grace period to pay all unpaid instalments

before the sale can be cancelled, but without any right of refund.

The Company could experience a material number of cancellations, particularly during slowdowns or

downturns in the Philippine economy, periods when interest rates are high or similar situations. If the

Company experiences a material number of cancellations, it may not have enough funds on hand to pay

the necessary cash refunds to buyers, in which case it may have to incur indebtedness to pay such cash

refunds, but it might not be able to obtain debt financing on reasonable terms or at all. In addition,

particularly during an economic slowdown or downturn, it might not be able to able to resell the same

property at an acceptable price or at all. Any of these events could have a material adverse effect on

its business, financial condition and results of operations.

If the Company experiences a material number of sales cancellations, investors are cautioned that its

historical revenue from its real estate sales would have been overstated because such historical

revenues would not have accurately reflected subsequent customer defaults or sales cancellations.

Investors are also cautioned not to rely on the Company’s historical statements of income as indicators

of future revenues or profits.

The Company is controlled by Century Properties, Inc. (“CPI”), which is in turn, controlled by the

Antonio family. Hence, the interests of the Antonio family may differ significantly from the

interests of the other shareholders.

Members of the Antonio family indirectly own a majority of the Company’s issued and outstanding

shares. Accordingly, the Antonio family will be able to elect a majority of the Board and determine the

outcome of many significant matters voted on by shareholders. Members of the Antonio family also

serve as directors and executive officers. The Antonio family could also take advantage of business

opportunities that may otherwise be attractive to the Company. The interests of the Antonio family

may differ significantly from or compete with the interests of the Company and the other shareholders,

and the Antonio family may vote their shares in a manner that is contrary to the interests of the

Company or the interests of the other shareholders.

The Company is highly dependent on certain directors and members of senior management.

The Company’s directors and members of senior management have been an integral part of its success

and the experience, knowledge, business relationships and expertise that would be lost if any such

14

persons depart or take on reduced responsibilities could be difficult to replace and may adversely

affect its operating efficiency and financial performance. In particular, members of the Antonio family

fill certain key executive positions and the Company may not be successful in attracting and retaining

executive talent to replace these family members if they depart or take on reduced responsibilities.

Such executives include: Jose E.B. Antonio, Chairman, President and Chief Executive Officer; John

Victor R. Antonio, Director and Co-Chief Operating Officer; Jose Marco R. Antonio, Director and Co-

Chief Operating Officer; Jose Roberto R. Antonio, Managing Director and Co-Chief Operating Officer;

Jose Carlo R. Antonio, Director and Chief Financial Officer; Rafael G. Yaptinchay, Director and

Treasurer; and Ricardo P. Cuerva, Director of the Company and President of Century Project

Management and Construction Corporation (“CPMCC”), the company exclusively charged with managing

the construction projects for the Company’s vertical developments. The Company does not carry

insurance for the loss of the services of any of the members of its management. If the Company loses

the services of any such person and are unable to fill any vacant key executive or management positions

with qualified candidates, it could have a material adverse effect on its business, financial condition

and results of operations.

The Company may be unable to attract and retain skilled professionals, such as architects and

engineers.

The Company believes that there is significant demand for its skilled professionals from its competitors.

Its ability to retain and attract highly skilled personnel, particularly architects, engineers and sales and

marketing professionals, affects its ability to plan, design, execute, market and sell projects. In

particular, any inability on the Company’s part to hire and retain qualified personnel could impair its

ability to undertake project design, planning, execution and sales and marketing activities in-house and

could require it to incur additional costs by having to engage third parties to perform these activities.

The Company may not be able to hire independent contractors that meet its requirements.

The Company relies on independent contractors to provide various services, including land clearing and

infrastructure development, construction works and building and property fitting-out works. It selects

independent contractors principally by conducting tenders and taking into consideration factors such as

the contractor’s experience and track record, its financial and construction resources, any previous

relationships with the Company and its reputation for quality. However, the Company might not be able

to find a suitable independent contractor who is willing to undertake a particular project within its

budget and schedule. This may result in increased costs for the Company or delays in the project. Also,

the services independent contractors render might not be satisfactory or match the Company’s

requirements for quality. Contractors may also experience financial or other difficulties, such as

shortages in, or increases in the price of, construction materials, which in turn could delay the

completion of the project or increase the costs for the Company. Any of these factors could have a

material adverse effect on the Company’s business, financial condition, and results of operations.

Construction defects and building-related claims may be asserted against the Company, and it

may be involved in litigation, which could result in financial losses or harm to its business.

Under Philippine law, the engineer or architect responsible for the plans and specifications for a

building is liable for damages if, within 15 years from the completion of the structure, it collapses by

reason of a defect in those plans and specifications or due to the defects in the ground. The action

must commence within 10 years following the collapse of the building. Thus, if the architect or

engineer is one of the Company’s employees, it may be held liable for damages if any of its buildings

collapse. It may also be held responsible for hidden (that is, latent or non-observable) defects in the

housing and condominium units it sells if such hidden defects render a unit unfit for the use for which it

was intended or if its fitness for such use is diminished to the extent that the buyer would not have

acquired it or would have paid a lower price had the buyer been aware of the hidden defect. This

15

warranty may be enforced within six months from the delivery of the house to the buyer. In addition,

the National Building Code of the Philippines (the “Building Code”), which governs, among others, the

design and construction of buildings, sets certain requirements and standards that the Company must

comply with. The Company may be held liable for administrative fines or criminal penalties in case of

any violation of the Building Code. Likewise, it could be held liable for the damages mentioned above,

the cost of repairs and the expense of litigation surrounding such claims. Claims could also arise out of

uninsurable events or circumstances not covered by the Company’s insurance. Significant claims arising

from structural or construction defects could have a material adverse effect on the Company’s

reputation and business, financial condition and results of operations. It may also be implicated in

lawsuits on an ongoing basis. Litigation could result in substantial costs to, and a diversion of effort by,

the Company and subject it to significant liabilities, including potential defaults under its present debt

covenants. Legal proceedings could materially harm its business and reputation, and it may be unable

to recover any losses incurred from third parties, regardless of whether or not the Company is at fault.

Losses relating to litigation could have a material adverse effect on the Company’s business, financial

condition and results of operation, and provisions made for litigation related losses might not be

sufficient to cover losses.

Third parties may contest the Company’s titles to its properties.

While the Philippines has adopted the Torrens System, a system of land registration which is intended

to conclusively confirm land ownership by providing a state guarantee of indefeasible title to those in

the register, and which is binding on all persons (including the Government), it is not uncommon for

third parties to claim ownership of land which has already been registered in favor of another. In

particular, Quezon City, Metro Manila and the province of Cavite, have been known to experience

problems with syndicates of squatters and forged or false title holders. There have been cases where

third parties have produced false or forged title certificates over land and there are difficulties in

obtaining title guarantees with respect to property in the Philippines. Title to land is often fragmented

and land may have multiple owners. Land may also have irregularities in title, such as non-execution or

non-registration of conveyance deeds, and may be subject to liens, encumbrances or claims of which

the Company may be unaware. The difficulty of obtaining title guarantees in the Philippines means that

title records provide only for presumptive rather than guaranteed title. As each transfer in a chain of

title may be subject to a variety of defects, the Company’s title and development rights over land may

be subject to various defects of which it is unaware. For these and other reasons, title insurance is not

readily available in the Philippines. Title defects may result in the loss of the Company’s title over

land. From time to time, the Company may be required to defend itself against third parties who claim

to be the rightful owners of land that it acquires. If third-party claims for title are brought against the

Company, or if any such claim involves land that is material to its projects, it may have to devote

significant time and incur significant costs in defending itself against such claims. Such claims could

also affect its ability to develop land for particular projects by causing the relevant governmental

authority to delay or prevent continued business operations on the property or withhold required

permits or clearances until such claim is definitively resolved. In addition, if any such claims are

successful, the Company may have to either incur additional costs to settle such third-party claims or

surrender title to land that may be material for its projects. In addition, title claims made by third-

parties against the Company or its joint venture partners may have an adverse effect on its reputation.

Any of the foregoing circumstances could have a material adverse effect on the Company’s business,

financial condition and results of operations, as well as on the Company’s reputation. Any successful

claim against the Company or its joint venture partners may affect its ability to deliver its

developments on time and free and clear of any liens or encumbrances.

The Company faces risks relating to its property development, including risks relating to project

costs, completion time frame and development rights.

16

The property development business involves significant risks distinct from those involved in the

ownership and operation of established properties, including the risk that it may invest significant time

and money in a project that may not attract sufficient levels of demand in terms of anticipated sales

and which may not be commercially viable. In addition, obtaining required Government approvals and

permits may take substantially more time and resources than anticipated or construction of projects

may not be completed on schedule and within budget. In addition, the time and costs involved in

completing the development and construction of real estate projects can be adversely affected by

many factors, including shortages of materials, equipment and labor, adverse weather conditions,

depreciation of the peso, natural disasters, disputes with contractors and subcontractors, accidents,

changes in laws, land zoning, use and classification, or In Government priorities and other unforeseen

problems or circumstances, and each of these could have an adverse effect on the Company’s revenues.

Where land to be used for a project is occupied by tenants or squatters, the Company may have to take

steps, and incur additional costs, to remove such occupants and, if required by law, to provide

relocation facilities for them. Any of these factors could result in project delays and cost overruns,

which could negatively affect margins and delay when it recognizes revenue. Further, failure to

complete construction of a project to its planned specifications or schedule may result in contractual

liabilities to purchasers and lower returns. In addition, orders of the Department of Agrarian Reform

allowing conversion of agricultural land for development may require a project to begin by a prescribed

deadline. These events could materially and adversely affect the Company’s business, financial

condition or results of operations.

The Company’s reputation may be adversely affected if it does not complete projects on time or

to customers’ requirements.

If the Company’s projects experience construction or infrastructure failures, design flaws, significant

project delays, quality control issues or other problems, this could have a negative effect on its

reputation and make it more difficult to attract new customers to new and existing development

projects. Any negative effect on its reputation could also adversely affect its ability to pre-sell its

development projects. This in turn could adversely impact its capital investment requirements. Any of

these events could adversely affect the Company’s business, results of operations or financial condition.

The Company operates in a highly-regulated environment and must obtain and maintain various

permits, licenses and other government approvals.

The Philippines rates in a highly-regulated environment and must obtain development of subdivision

and other residential projects is subject to a wide range of government regulations, which, while

varying from one locality to another, typically include zoning considerations as well as the requirement

to procure a variety of environmental and construction-related permits. In addition, projects that are

to be located on agricultural land must get clearance from the Department of Agrarian Reform so that

the land can be reclassified as nonagricultural land and, in certain cases, tenants occupying agricultural

land may have to be relocated at the developer’s expense.

17

Presidential Decree No. 957, as amended, (“PD 957”), Republic Act No. 4726 (“RA 4726”) and Batas

Pambansa Blg. 220 (“BP 2202”) are the principal statutes which regulate the development and sales of

real property as part of a condominium project or subdivision. PD 957, RA 4726 and BP 220 cover

subdivision projects for residential, commercial, industrial or recreational purposes and condominium

projects for residential or commercial purposes. The Housing and Land Use Regulatory Board (“HLURB”)

is the administrative agency of the Government which enforces these statutes. Regulations applicable

to its operations include standards regarding:

• the suitability of the site;

• road access;

• necessary community facilities

• open spaces;

• water supply

• sewage disposal systems;

• electricity supply;

• lot sizes;

• the length of the housing blocks;

• house construction;

• sale of subdivision lots or condominium units; and

• time of completion of construction projects.

All subdivision and condominium development plans are required to be filed with and approved by the

local government unit (“LGU”) with jurisdiction over the area where the project is located and by the

HLURB. Approval of development plans is conditioned on, among other things, completion of the

acquisition of the project site and the developer’s financial, technical and administrative capabilities.

Alterations of approved plans that affect significant areas of the project, such as infrastructure and

public facilities, also require the prior approval of (1) the relevant LGU; (2) the HLURB; (3) for

subdivisions, the duly organized homeowners association, or if none, the majority of the lot buyers; and

(4) for condominiums, a majority of the registered owners. In addition, owners of or dealers in real

estate projects are required to obtain licenses to sell before making sales or other dispositions of

subdivision lots and housing and condominium units. The HLURB can suspend, cancel or revoke project

permits and licenses to sell based on its own findings or upon complaint from an interested party. The

Company is in the process of obtaining licenses to sell and building permits for some of its current

projects. It may not be able to obtain these licenses and permits within the time period expected or at

all.

Any of the foregoing circumstances or events could impair the Company’s ability to complete projects

on time, within budget or at all, or sell units in its projects, which in turn could materially and

adversely affect its business, financial condition and results of operations.

Environmental laws applicable to the Company’s projects could have a material adverse effect

on its business, financial condition or results of operations.

In general, developers of real estate projects are required to submit project descriptions to regional

offices of the Department of Environment and Natural Resources (“DENR”). For environmentally-critical

projects or for projects located in environmentally-critical areas as identified by the DENR, a detailed

Environmental Impact Assessment (“EIA”) may be required and the developer will be required to obtain

an Environmental Compliance Certificate (“ECC”) to certify that the project will not have an

unacceptable environmental impact. Current or future environmental laws and regulations applicable

to the Company could increase the costs of conducting its business above currently projected levels or

18

require future capital expenditures. In addition, if a first violation of an ECC occurs or if environmental

hazards on land where its projects are located cause damage or injury to buyers or any third party, the

Company may be required to pay a fine, to incur costs in order to cure the violation and to compensate

its buyers and any affected third parties, however, on subsequent violations, an ECC may be revoked

and operations may be stopped. The Company cannot predict what environmental legislation or

regulations will be amended or enacted in the future, how existing or future laws or regulations will be

enforced, administered or interpreted, or the amount of future expenditures that may be required to

comply with these environmental laws or regulations or to respond to environmental claims. The

introduction or inconsistent application of, or changes in, laws and regulations applicable to the

business could materially and adversely affect the Company’s business, financial condition or results of

operations.

Natural or other catastrophes, including severe weather conditions, may materially disrupt

operations, affect the ability to complete projects and result in losses not covered by insurance.

The Philippines has experienced a number of major natural catastrophes over the years, including

typhoons, floods, droughts, volcanic eruptions and earthquakes. Natural catastrophes may disrupt

business operations and impair the economic conditions in the affected areas, as well as the overall

Philippine economy. These factors could have significant adverse effects on the Company’s

development projects, which may be susceptible to damage. Damages resulting from natural

catastrophes could also give rise to claims against the Company from third parties or from customers,

for example, for physical injury or loss of property. As a result, the occurrence of natural or other

catastrophes or severe weather conditions may adversely affect its business, financial condition and

results of operations.

Furthermore, the Company cannot obtain insurance at a reasonable cost or at all for certain types of

losses from natural and other catastrophes. Neither does it carry any business interruption insurance. If

an uninsured loss or a loss in excess of insured limits occurs, it could lose all or a portion of the capital

invested in a property, as well as the anticipated revenue from such property, and incurs liabilities for

any project costs or other financial obligations related to the business. Any material uninsured loss

could materially and adversely affect the Company’s business, financial condition and results of

operations.

The Company uses third-party non-exclusive brokers to market and sell some of its projects.

Although exclusive sales agents are responsible for a significant portion of the Company’s sales, it also

uses third-party non-exclusive brokers to market and sell some of its residential housing developments

to potential customers inside and outside the Philippines. These brokers may also act as brokers for

other developers in the same markets in which the Company operates, and they may favour the

interests of their other clients over the Company’s interests in sale opportunities, or otherwise fail to

act in the Company’s best interests. There is competition for the services of third-party brokers in the

Philippines, and many of the Company’s competitors either use the same brokers as it does or attempt

to recruit brokers away from it. If a large number of these thirdparty brokers were to terminate or

breach their brokerage agreements, the Company would need to seek other third-party brokers and it

may not be able to do so quickly or in sufficient numbers. This could disrupt its business and negatively

affect the Company’s business, financial condition or results of operation.

The Company is exposed to risks relating to the ownership and operation of commercial real

estate.

The Company is subject to risks relating to ownership and management of commercial real estate.

Specifically, the performance of its subsidiary CPMI could be affected by a number of factors, including:

19

• the national and international economic climate;

• trends in the commercial property industry;

• changes in laws and governmental regulations in relation to real estate;

• Increased operating costs;

• the inability to collect rent due to bankruptcy of tenants or otherwise;

• competition for tenants;

• changes in market rental rates;

• the need to periodically renovate, repair and re-let space and the costs thereof;

• the quality and strategy of management; and

• the Company’s ability to provide adequate maintenance and insurance

The Company could be further affected by tenants failing to comply with the terms of their leases or

commitments to lease, declining sales turnover of tenants, oversupply of or reduced demand for

commercial space or changes in laws and governmental regulations relating to real estate including

those governing usage, zoning, taxes, and government charges. If the Company is unable to lease the

properties that it owns or manages in a timely manner, or collect rent at profitable rates or at all, this

could have a material adverse effect on its business, financial condition and results of operations.

The change of policy regarding transactions subject to VAT could adversely affect the sales of

the Company.

Sales of residential lots with a gross selling price of P1,915,500 or less and sales of residential houses

and lots with a gross selling price of P3,199,200 or less are currently not subject to VAT of 12%. If these

sales become subject to VAT, the purchase prices for the Company’s residential lots and housing units

will increase, which could adversely affect its sales. Because VAT affects general levels of spending in

the Philippines and the prices of subdivision lots and houses, any adverse change in the Government’s

VAT-exemption policy could have an adverse effect on the Company’s results of operations.

Increases in interest rates and changes in Government borrowing patterns and Government

policies could adversely affect the Company’s and its customers’ ability to obtain financing.

Increases in interest rates, and factors that otherwise impair the availability of credit, such as the

Government’s fiscal policy, could have a material adverse effect on the Company’s business and

demand for its property developments. For example:

• Higher interest rates make it more expensive for the Company to borrow funds to finance

current projects or to obtain financing for new projects.

• Access to capital and the cost of financing are also affected by restrictions, such as the single

borrower limit imposed by the BSP on bank lending. The total amount of loans, credit

accommodations and guarantees that may be extended by a bank to any person, partnership,

association, corporation or other entity shall at no time exceed 25% of the net worth of such

bank. This may be increased by an additional 10% of the net worth of the bank provided that

the additional liabilities are secured by trust receipts, shipping documents, warehouse receipts

or other similar documents transferring or securing title covering readily marketable, non-

perishable goods which must be fully covered by insurance. If the Company reaches the single

borrower limit with respect to any bank, it may have difficulty obtaining financing with

reasonable interest rates from other banks.

• Because a substantial portion of customers procure financing to fund their property purchases,

higher interest rates make financing, and therefore purchases of real estate, more expensive,

which could adversely affect demand for the Company’s residential developments.

20

• Increases in Government borrowing in the domestic currency market could increase the interest

rates banks and other financial institutions charge and reduce the amount of financing available

to the Company and prospective property purchasers of its property.

• Increased inflation in the Philippines could result in an increase in the costs of raw materials,

which the Company may not be able to pass on to customers through increased prices.

• Increases in the Government’s budget deficit could increase interest rates and inflation, which

could in turn have a material adverse effect on its customers’ ability to obtain financing on

attractive terms. The occurrence of any of the foregoing events could have a material adverse

effect on the Company’s business, financial condition and results of operations.

Any restriction or prohibition on the Company’s Subsidiaries’ ability to distribute dividends

would have a negative effect on its financial condition and results of operations.

As a holding company, the Company conducts its operations through its Subsidiaries. As a result, it

derives substantially all of its revenues from dividends from its Subsidiaries. It relies on these funds for

compliance with its own obligations and for financing its Subsidiaries. Further, the ability of its

Subsidiaries to upstream dividends is subject to applicable laws and may be subject to restrictions

contained in loan agreements and other debt instruments they are party to.

Any restriction or prohibition on the ability of any of the Subsidiaries to distribute dividends or make

other distributions to the Company, either due to regulatory restrictions, debt covenants, operating

difficulties or other limitations, could have a negative effect on its cash flow or therefore may

adversely impact its financial condition and results of operations.

A new accounting rule on the recognition of revenue may materially change the way the Company

records revenue from the construction of real estate in its financial statements and could result

in its revenue being lower and more volatile than under its current reporting method.

Under PFRS, real estate companies such as the Company are allowed to recognize revenues from

construction of real estate based on a percentage of completion method, wherein a portion of the sales

price is recognized as revenue once a certain percentage of payment has been received from buyers,

but before the real estate project’s construction has been completed. The International Accounting

Standards Board issued International Financial Reporting Standards (IFRS) 15, Revenue from Contracts

with Customers, which is expected to be adopted by the Financial Reporting Standards Council. The

new revenue standard is applicable to all entities and will supersede all current revenue recognition

requirements under PFRS. IFRS 15 could impact real estate companies to recognize, subject to certain

exceptions, revenue from real estate only when construction of the real estate asset has been

completed. If IFRS 15 is adopted, its application would be required beginning on 1 January 2018. If IFRS

15 takes effect, revenue and certain other items in the Company’s financial statements may vary

significantly from previously recorded amounts using its current revenue recognition policy. In addition,

for periods in which it applies the new revenue recognition policy, the Company would expect that it

would not count revenue recognized in previous periods under its current revenue recognition policy.

Accordingly, its revenue in some future periods could be lower than they would otherwise be under IFRS

15 because it would have previously recognized revenue from pre-completion sales under its current

policy. The adoption of IFRS 15 will also likely result in greater fluctuations in the Company’s revenues

in a given period, depending on the number of properties it is able to actually complete within such

period. As a result, IFRS 15 may also affect the comparability of its future financial statements with

those relating to prior periods. The adoption of IFRS 15 may also result in restatements to the

Company’s financial statements disclosed prior to the adoption of IFRS 15. As a result, there may be

significant differences between its previously disclosed financial statements and any restated financial

21

statements. These changes would adversely affect the comparability of its future financial statements

with those relating to prior periods.

The Company is subject to certain debt covenants.

The Company has certain loan agreements, which contain covenants that limit its ability to, among

other things:

• Incur additional long-term debt to the extent that such additional indebtedness results in a

breach of the required debt-to-equity ratios;

• Materially change its nature of business;

• Encumber, mortgage or pledge some of its assets; and

• Pay out dividends in the event debt payments are in arrears and such debt payments will result

in the breach of its required current and debt-to-equity ratios. Complying with these covenants

may cause the Company to take actions that it otherwise would not take or not take actions

that it otherwise would take. The Company’s inability and/or failure to comply with these

covenants would cause a default, which, if not waived could result in the debt becoming

immediately due and payable. In the likelihood of this event, the Company may not be able to

repay or refinance such debt on terms that are acceptable to it or at all.

The Company shall, at any given time, consider business combination alternatives.

Although some of the Company’s debt covenants contain certain restrictions on business combinations,

it may consider engaging in certain types of business combinations. Business combinations involve

financial and operational risks and could result in critical changes to the Company’s business,

management and financial condition.

The Company is exposed to interest rate, liquidity, credit and commodity risks.

The Company’s principal financial instruments consist of cash on hand and in banks, cash equivalents,

receivables from installment sales and due from and to affiliated companies and credit facilities from

commercial banks. It uses these financial instruments to fund its business operations. The Company has

entered into Master Agreements under the International Swaps and Derivatives Association Inc. with

third parties.

The Company believes that the principal risks arising from its financial instruments are interest rate

risk, liquidity risk, credit risk, commodity risk and currency risk.

Interest Rate

Fluctuations in interest rates could negatively affect the potential margins in respect of the Company

sales of receivables and could make it more difficult for the Company to procure new debt on

attractive terms or at all. The Company does not engage in interest rate derivative or swap activities

to hedge its exposure to increases in interest rates.

Fluctuations in interest rates also have an effect on demand for the Company’s products. As most of its

customers obtain some form of financing for their real estate purchases, increases in interest rate levels

could adversely affect the affordability and desirability of the Company’s subdivision lots and housing

and condominium units.

Liquidity

22

The Company faces the risk that it will not have sufficient cash flows to meet its operating

requirements and financing obligations when they become due. The Company manages its liquidity

profile by pre-selling housing projects. In addition, the Company’s receivables backed credit facilities

with banks and other financial institutions under the terms of which the Company, from time to time,

assign installment contract receivables on a “with recourse” basis. The Company is typically required to

replace receivables assigned on a “with recourse” basis if the property buyer fails to pay three

consecutive installments or when the sale is otherwise cancelled. If the Company is unable to maintain

its credit lines with banks and other financial institutions, it may not have sufficient funds to meet its

operational requirements.

Credit Risk

The Company is exposed to credit risk from defaults by purchasers on their mortgages during the pre-

sale periods for its properties. In 2007, the Company began to guarantee the mortgages of purchasers of

uncompleted projects. Accordingly, if a purchaser who has a mortgage on an uncompleted project

defaults on the mortgage, and the Company is not able to find a replacement purchaser, or if the

Company fails in an undertaking with the bank, including delivering the property and title to such

property within the mutually agreed period, the Company is obligated to pay the mortgage.

Commodity Risk

The Company is exposed to the risk that prices for construction materials used to build its properties

(including timber, cement and steel) will increase. These materials are global commodities whose

prices are cyclical in nature and fluctuate in accordance with global market conditions. The Company

and its Subsidiaries are exposed to the risk that they may not be able to pass increased commodities

costs to customers, which would lower their margins. The Company does not engage in commodity

hedging.

Currency Risk

Financial assets and credit facilities of the Group, as well as major contracts entered into for the

purchase of raw materials, are mainly denominated in Philippine Peso. There are only minimal

placements in foreign currencies and most of the Group’s foreign currency-denominated debt are

hedged. As such, the Group’s foreign currency risk is minimal.

The Company may suffer losses that are not covered by its insurance.

The Company may be negatively affected due to the occurrence of typhoons, severe storms,

earthquakes, floods, fires or other natural disasters or similar events. Although the Company carries an

all-risk insurance policy for all its current and ongoing projects against catastrophic events and business

interruption insurance for Century City Mall, in amounts and with deductibles that the Company

believes are in line with general real estate industry practice, not all risks can be insured against. There

are losses for which the Company cannot obtain insurance at a reasonable cost or at all. Should an

uninsured loss or a loss in excess of insured limits occur, the Company could lose all or a portion of the

capital invested in a property as well as the anticipated future turnover from the property. Any

material uninsured loss could materially and adversely affect the Company’s business, financial

condition and results of operations.

23

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Results of Operations and Material Changes to the Company’s Income Statement for the three-month

period ended March 31, 2021 compared to March 30, 2020

(In Millions of Peso)

Movement

2021 2020 Amount %

REVENUE

Real estate revenue P=

1,786.53 P=2,499.02 (P=712.49) -28.51%

Leasing revenue 189.46 200.94 (11.48) -5.71%

Property management fee and other services 93.11 87.42 5.69 6.51%

Interest income from real estate sales 8.95 15.35 (6.41) -41.73%

2,078.05 2,802.73 (724.68) -25.86%

COST AND EXPENSES

Cost of real estate revenue 1,068.75 1,569.97 (501.22) -31.93%

Cost of leasing 36.05 49.65 (13.60) -27.39%

Cost of services 67.41 64.00 3.40 5.32%

1,172.21 1,683.62 (511.41) -30.38%

GROSS PROFIT 905.84 1,119.11 (213.27) -19.06%

GENERAL, ADMINISTRATIVE AND SELLING

EXPENSES

587.93

753.24

(165.32)

-21.95%

OTHER INCOME (EXPENSES)

Interest and other income 72.79 168.35 (95.56) -56.76%

Interest and other financing charges (117.01) (136.01) 19.00 -13.97%

Unrealized foreign exchange gain (loss) 0.48 - - 100.00%

(43.73) 32.34 (76.07) 235.21%

INCOME BEFORE INCOME TAX 274.18 398.21 (124.03) -31.15%

PROVISION FOR INCOME TAX 69.59 107.92 (38.33) -35.51%

NET INCOME P=204.59 290.29 (P=85.70) -29.52%

28.51% decrease in real estate revenue

The decrease in real estate revenue is due to slowdown in sales take up, collections and limited

construction activities during the period.

5.71% decrease in leasing revenue

The increase was mainly due lower revenue from retail mall in 2021. This was offset by the leasing

revenues recognized by Century Diamond Tower and Asian Century Center.

6.51% increase in Property Management Fees

The increase is mainly due to increase in rates during the period.

24

41.73% decrease in interest income from real estate sales

Interest income from real estate sales represents interest accretion from installment contract receivables

(ICR) and contract asset recognized during the year. Discount subject to accretion arises from the

difference between present value of ICR and contract asset and its nominal value. Income decrease since

majority of the projects are already turned over and slowdown in new sales during the three-month period

in 2021.

31.93% decrease in cost of sales

The decrease is directly attributable to the decrease of real estate revenue.

27.39% decrease in cost of leasing

The decrease is due to the reduction in Mall operations attributable to community quarantine restrictions in

NCR.

5.32% increase in cost of services

The increase is directly attributable to the increase of property management fees.

21.95% decrease in general, administrative and selling expenses

The decrease is a result of cost cutting efforts of the management during the period.

56.76% decrease in interest and other income

The decrease is mainly attributable to the decline from income from forfeited collections.

13.97% decrease in interest and other financing charges

The decrease was due to lower average borrowing cost in 2021 compared with prior year.

35.51% decrease in Provision for Income Tax

The decrease was primarily due to lower taxable income during the period.

As a result of the foregoing, net income decreased by 29.52%.

25

Financial Condition and Material Changes to the Company’s Statement of Financial Position for the period-

ended March 31, 2021 compared to December 31, 2020 (In Millions of Peso)

2021 2020

Movement

Amount %

ASSETS

Cash and cash equivalents P=4,456.72 P=2,473.56 1,983.16 80.17%

Receivables 12,086.08 11,491.05 595.03 5.18%

Short-term investments 885.20 285.24 599.96 210.34%

Real estate inventories 14,788.33 14,651.33 137.00 0.94%

Due from related parties 450.45 464.42 (13.97) -3.01%

Advances to suppliers and contractors 2,530.29 2,427.70 102.59 4.23%

Investment in bonds - 463.75 (463.75) 100.00%

Other current assets 1,804.83 1,809.90 (5.07) -0.28%

Total Current Assets 37,001.90 34,066.95 2,934.95 8.62%

Noncurrent portion of installment contract receivables 271.08 124.78 146.30 117.25%

Deposits for purchased land 1,354.55 1,354.24 0.31 0.02%

Investments in and advances to joint ventures and

associate

258.77

265.56

(6.79)

-2.56%

Investment properties 13,672.02 13,627.58 44.44 0.33%

Property and equipment 1,803.81 1,783.59 20.22 1.13%

Deferred tax assets - net 23.97 86.28 (62.31) -72.22%

Other noncurrent assets 1,536.05 1,699.93 (163.88) -9.64%

Total Noncurrent Assets 18,920.25 18,941.95 (21.70) -0.11%

TOTAL ASSETS 55,922.15 53,008.90 2,913.25 5.50%

LIABILITIES

Accounts and other payables 6,371.05 5,591.63 779.42 13.94%

Contract liabilities 2,730.17 1,457.77 1,272.40 87.28%

Short-term debt 500.79 811.95 (311.16) -38.32%

Current portion of:

Long-term debt 4,267.97 5,447.30 (1,179.33) -21.65%

Bonds Payable 118.78 118.78 - 0.00%

Liability from purchased land 67.20 67.20 - 0.00%

Lease Liability 4.53 4.53 - 0.00%

Due to related parties 270.01 270.01 - 0.00%

Income Tax Payable 13.16 61.50 (48.34) -78.60%

Other current liabilities 344.42 352.67 (8.25) -2.34%

Total Current Liabilities 14,502.59 14,183.34 319.25 4.97%

Noncurrent portion of:

Long-term debt 8,843.19 9,408.87 (565.68) -6.01%

Bonds Payable 5,905.74 2,965.99 2,939.75 99.12%

Liability from purchased land 208.34 208.34 - 0.00%

Lease Liability - - - 0.00%

Pension liabilities 374.78 372.99 1.79 0.48%

Deferred tax liabilities 2,889.21 2,951.53 (62.32) -2.11%

Other noncurrent liabilities 1,863.05 1,786.56 76.49 4.28%

Total Noncurrent Liabilities 20,084.31 17,694.28 2,390.03 13.51%

Total Liabilities 34,586.90 31,877.62 2,709.28 8.50%

EQUITY

Capital stock

Common 6,200.85 6,200.85 - 0.00%

Preferred 15.90 15.90 - 100.00%

Additional paid-in capital 5,524.78 5,524.78 - 0.00%

Treasury shares (109.67) (109.67) - 0.00%

Other components of equity (682.85) (682.85) - 0.00%

Retained earnings 9,170.83 9,028.95 141.88 1.57%

26

Remeasurement loss on defined benefit plan (119.11) (118.50) (0.61) 0.51%

Total Equity Attributable to Equity Holders

of the Parent Company

20,000.73

19,859.46

141.27

0.71%

Non-controlling interests 1,334.52 1,271.82 62.70 4.93%

Total Equity 21,335.25 21,131.28 203.97 0.97%

TOTAL LIABILITIES AND EQUITY P=55,922.15 P=53,008.90 2,913.25 5.50%

80.17% increase in cash and cash equivalents

Increase is primarily due to net proceeds from issuance of bonds and collections from operations during

the period.

6.38% increase in total receivables and noncurrent portion of installment contract receivables

The increase is primarily due to revenue recognized net of collections during the period.

210.34% increase in short-term investments

Increase is primarily additional money market placements with maturity more of than 3 months during the

period.

4.23% increase in advances to suppliers

Due to additional advances to new and ongoing projects.

100% decrease in investment in bonds

Decrease is due to maturity of investment in bonds in January 2021.

87.28% increase in total contract liabilities

The increase is mostly attributable to increase in collections from customers which do not meet the

revenue recognition criteria.

13.94% increase in accounts and other payables

The increase is due to acquisitions made at the latter part of the quarter.

13.12% decrease in total short-term and long-term Debt

Decrease was due to net repayment of loans during the period.

95.30% increase in bonds payable

The increase was new issuance of bond in March 2021.

0.97% increase in total stockholders’ equity

Due to the net income recorded for the three-month period ended March 30, 2021.

27

Key Performance Indicators

Selected Financial Indicators

March 31, 2021 and March 30, 2020

28

Financial ratios March 31, 2021 March 31, 2020

(Unaudited) (Unaudited)

Profitability ratios

Revenue 2,078,051,622 2,802,734,321

Gross Profit 905,838,993 1,119,110,426

Gross Profit Ratio 44% 40%

Net Income Attributable to Equity holders of the Parent Company 141,886,429 234,443,824

Revenue 2,078,051,622 2,802,734,321

Net Income Margin 6.8% 8.4%

Total Net Income after tax 818,347,050 1,161,150,900

Total Asset CY 55,922,154,394 54,667,776,895

Total Asset PY 53,008,903,420 53,473,083,982

Average total asset 54,465,528,907 54,070,430,438

Return on Asset 1.5% 2.1%

Total Net Income after tax 818,347,050 1,161,150,900

Total Equity CY 21,335,246,949 22,806,627,028

Total Equity PY 21,131,273,660 17,463,466,559

Average total equity 21,233,260,305 20,135,046,794

Return on Equity 3.9% 5.8%

Net Income 204,586,762 290,287,727

Revenue 2,078,051,622 2,802,734,321

Net Income Margin 9.8% 10.4%

29

REVIEW OF YEAR END 2020 VS YEAR END 2019

RESULTS OF OPERATIONS

Results of Operations and Material Changes to the Company’s Income Statement for the year

ended December 31, 2020 compared to December 31, 2019 (increase/decrease of 5% or more)

(In Millions of Peso)

2020

2019

Movement

Amount %

REVENUE

Real estate revenue P=9,482.62 P=12,685.39 (P=3,202.77) -25.25%

Leasing revenue 795.03 713.38 81.65 11.45%

Property management fee and other services 389.72 412.15 (22.43) -5.44%

Interest income from real estate sales 168.37 504.10 (335.73) -66.60%

10,835.74 14,315.02 (3,479.28) -24.31%

COST AND EXPENSES

Cost of real estate revenue 6,082.95 8,459.54 (2,376.59) -28.09%

Cost of leasing 226.53 217.45 9.08 4.18%

Cost of services 285.99 295.24 (9.25) -3.13%

6,595.47 8,972.23 (2,376.76) -26.49%

GROSS PROFIT 4,240.27 5,342.78 (1,102.52) -20.64%

GENERAL, ADMINISTRATIVE AND

SELLING EXPENSES

2,863.71

3,235.82

(372.11)

-11.50%

OTHER INCOME (EXPENSES)

Interest and other income 568.07 573.36 (5.29) -0.92%

Gain from change in fair values of

investment properties 558.62 260.93 297.69 114.09%

Income from investment in associate 6.79 11.18 (4.39) -39.27%

Foreign exchange gain (loss) 2.07 96.52 (114.26) -98.22%

Gain (loss) from change in fair value of

derivatives (Note 9)

-

(76.06)

76.06

-100.00%

Interest and other financing charges (947.51) (916.88) (10.82) 1.16%

188.04 (50.93) 238.99 -469.07%

INCOME BEFORE INCOME TAX 1,564.60 2,056.03 (491.42) -23.90%

PROVISION FOR INCOME TAX 415.37 577.56 (162.19) -28.08%

NET INCOME P=1,149.23 P=1,478.47 (P=329.23) -22.27%

The pandemic has slowed down the sales take-up, collections and construction activities due to

quarantine restrictions imposed by the government, resulting to a 25% decline in total real estate sales

revenue. However, as affordable housing projects are located outside Metro Manila, the Company was

able to resume construction as soon as the restrictions from provincial cities were lifted. The initial

recognition of real estate sales revenues from newly launched projects of affordable housing projects in

2020 offsets such decline.

While mall operations declined, the impact on the leasing portfolio is not significant as its contribution is

marginal to the total revenue of the Company prior to the COVID-19 pandemic. The increase in leasing

revenue is a result of the initial rentals from the recently completed Century Diamond Tower.

25.25% decrease in real estate revenue

30

Real estate revenue has decreased as a result of the slowdown both in sales conversion and on

construction and development activities due to prevailing community quarantine restrictions.

11.45% increase in leasing revenue

The increase was mainly due to the start of lease revenue recognition for initial leased out floor spaces

of Century Diamond Tower and Asian Century Center.

5.44% decrease in property management fee and other services

The decrease was mainly due to reduced services rendered for the period due to streamlined building

and property operations while NCR is in community quarantine.

66.60% decrease in interest income from real estate sales

Interest income from real estate sales represents interest accretion from installment contract receivables

(ICR) and contract asset recognized during the year. Discount subject to accretion arises from the

difference between present value of ICR and contract asset and its nominal value. Income decreased

since majority of the projects are already turned over, and due to the slowdown in new sales during the

nine-month period in 2020.

28.09% decrease in Cost of Sales

The decrease in mainly due to the decrease in real estate revenue.

3.13% decrease in Cost of services

The decrease is directly attributable in the decrease in property management fee and other services.

4.18% increase in Cost of leasing

The increase is directly attributable to the increase in leasing revenue.

.

11.50% decrease in general, administrative and selling expenses

The decrease is a result of cost cutting efforts of the management during the period.

39.27% decrease in general, administrative and selling expenses

The decrease is a due lower share in income from its associate.

114.09% increase in gain from fair value of investment property

The increase was mainly due to the initial recognition of fair value gain from Century Diamond Tower

building.

100.00% decrease in fair value of derivatives and unrealized foreign exchange gain

The decrease was due to absence of similar transactions or instruments during the nine-month period as

of December 31, 2020.

28.08% decrease in Provision for Income Tax

The decrease was primarily due to lower taxable income during the period.

As a result of the foregoing, net income decreased by 22.27%.

31

Financial Condition and Material Changes to the Company’s Income Statement for the year ended

December 31, 2020 compared to December 31, 2019 (increase/decrease of 5% or more)

(In Millions of Peso)

2020 2019

Movement

Amount %

ASSETS

Cash and cash equivalents P=2,473.56 P=4,005.01 (P=1,531.45) -38.24% Short-term investments 285.24 - 285.24 100.00% Receivables 11,491.05 10,967.15 523.90 4.78% Real estate inventories 14,651.33 15,558.00 (906.67) -5.83% Due from related parties 464.42 419.65 44.77 10.67% Advances to suppliers and contractors 2,427.70 2,006.51 421.19 20.99% Investment in bonds 463.75 - 463.75 100.00% Other current assets 1,809.89 1,409.17 400.73 28.44%

Total Current Assets 34,066.95 34,365.50 (298.54) -0.87%

Noncurrent portion of installment contract receivables 124.77 1,137.66 (1,012.89) -89.03% Investment in bonds - 463.75 463.75 -100.00% Deposits for purchased land 1,354.24 1,079.44 274.80 25.46% Investments in and advances to joint ventures and

associate

265.56

258.77

6.79

2.62% Investment properties 13,627.58 12,932.52 695.06 5.37% Property and equipment 1,783.59 1,648.12 135.47 8.22% Deferred tax assets - net 86.28 42.15 44.13 104.70% Other noncurrent assets 1,699.93 1,513.77 186.16 12.30%

Total Noncurrent Assets 18,941.96 19,076.19 (134.23) -0.70%

TOTAL ASSETS 53,008.90 53,441.69 (432.77) -0.81%

LIABILITIES

Accounts and other payables 5,591.64 5,703.06 (111.42) -1.95% Contract liabilities 1,457.77 1,784.09 (326.32) -18.29% Short-term debt 811.95 1,452.69 (640.74) -44.11% Current portion of:

Long-term debt 5,447.30 5,462.17 (14.87) -0.27% Bonds Payable 118.78 1,392.65 (1,273.87) -91.47% Liability from purchased land 67.20 67.20 - 0.00% Lease Liability 4.53 21.64 (17.11) -79.07%

Due to related parties 270.01 171.19 98.82 57.73% Income Tax Payable 61.50 9.35 52.15 557.75% Other current liabilities 352.67 35.28 317.39 899.63%

Total Current Liabilities 14,183.34 16,099.34 (1,915.98) -11.90%

Noncurrent portion of:

Long-term debt 9,408.87 9,880.55 (471.68) -4.77% Bonds Payable 2,965.99 3,060.38 (94.39) -3.08% Liability from purchased land 208.34 268.34 (60.00) -22.36% Lease Liability - 39.54 (39.54) -100.00%

Pension liabilities 372.99 307.40 65.59 21.34% Deposit for future stock subscription - 42.48 (42.48) -100.00% Deferred tax liabilities 2,951.53 2,708.26 243.27 8.98% Other noncurrent liabilities 1,786.56 1,419.84 366.72 25.83%

Total Noncurrent Liabilities 17,694.28 17,726.78 (32.51) -0.18%

Total Liabilities 31,877.62 33,826.12 (1,948.49) -5.76%

EQUITY

Capital stock 6,200.85 6,200.85 - 0.00% Preferred shares 15.90 - 15.90 100.00% Additional paid-in capital 5,524.78 2,639.74 2,885.04 109.29% Treasury shares (109.67) (109.67) - 0.00% Other components of equity (682.85) 99.39 (782.24) -787.04% Retained earnings 9,028.95 8,733.92 295.03 3.38% Remeasurement loss on defined benefit plan (118.50) (81.17) (37.33) 45.99%

Total Equity Attributable to Equity Holders of the Parent Company

19,859.46 17,483.06 2,376.40 13.59%

Non-controlling interest 1,271.82 2,132.51 (860.69) -40.36%

32

21,131.28 19,615.57 1,515.71 7.73%

P=53,008.90 P=53,441.69 (P=432.77) -0.81%

38.24% decrease in Cash and cash equivalents

Decrease is primarily due to repayment of debt during the year.

100.00% increase in Short-term investments

The increase is primarily due increase short-term money market placements above 3 months.

5.83% decrease in Real estate inventories

The decrease is primarily due to the recognition of cost of sales for sold units.

10.67% increase in Due from related parties

Due to additional advances from related parties, which are made at normal market prices. Outstanding

balances at year-end are unsecured, interest-free, settlement occurs in cash and collectible/payable on

demand.

20.99% increase in Advances to suppliers and contractors

The increase is due to additional down payments to suppliers and contractors to new and ongoing

projects.

20.08% increase in Other current and non-current assets

Increase is primarily due to increase in prepaid selling expenses for pre-sales during the period, and

increase in creditable withholding taxes and input taxes.

25.46% increase in Deposits for purchased land

The increase is due to additional deposits for land in Novaliches and Katipunan.

5.37% increase in Investment Property

The increase is mostly attributable to the construction of Century Diamond Tower and recognition of gain

in fair value for the period.

8.22% increase in Property and equipment

The increase is mostly attributable to additional construction cost for Novotel Suites Manila at Acqua 6

Tower of Acqua Private Residences.

18.29% decrease in Contract Liabilities

Decrease was due to recognition of customers deposits as revenue during the period as the accounts

meet the accounting criteria for revenue recognition.

6.71% decrease in total Short-term and long-term debt

Decrease was due to net repayment of loans during the period.

30.73% decrease in Short-term and long-term bonds payable

The decrease was due to payment of the five-year bond payable in first quarter of 2020.

17.88% decrease in liabilities from purchased land

Due to payment made during the period.

92.60% decrease in lease liability

The decrease is due to retirement of lease liability in relation to office spaces the Group no longer

occupies.

57.73% increase in Due to related parties

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Due to additional purchases from related parties, which are made at normal market prices. Outstanding

balances at year-end are unsecured, interest-free, settlement occurs in cash and collectible/payable on

demand.

21.34% increase in Pension liabilities

Due to additional retirement expense during the year.

47.01% increase in other and noncurrent liabilities

The increase is due to increase in security and rental deposits from Centuria Diamond Tower tenants

and increase in deposit for preferred shares.

100% increase in preferred shares, 109.29% increase in additional paid-in capital and 100%

decrease in deposit for future stock subscription

The increase is due to the issuance of 30,000,000 preferred shares with a par value of P=0.53. Additional

paid in capital net of issuance cost was recognized in excess of the par value of preferred shares issued.

Deposit for future stock subscription was reclassified as part of aforementioned issuance.

40.36% decrease in non-controlling interest and 787.04% decrease in other components of equity

Primarily due to acquisition of minority interest in Century City Development II net of the share in net

income for PPHI during the period and dividend declared by Tanza I.

3.38% increase in total stockholders’ equity

Increase is due to the net income recorded for the year period ended December 31, 2020, preferred

shares issued and additional paid in capital from issuance of preferred shares amounting to

P=15.9 million and P=2,885.03 million, respectively. The increase in stockholders’ equity was reduced by

the acquisition of minority interest totaling P=1,900.00 million resulting to reduction of minority interest and

other components equity and common and preferred dividend declaration during the year amounting to P=

596.53 million.

The top five (5) key performance indicators of the Company are shown below:

Key Performance Indicators 31-Dec-20 31-Dec-19

Current Ratios (a) 2.4x 2.1x

Debt to Equity (b) 0.9x 1.1x

Debt to EBITDA (c) 7.8x 7.4x

Return on Assets (d) 2.2% 2.9%

Return on Equity (e) 5.6% 8.0%

Notes: 1) Current ratio is obtained by dividing the Current Assets of the Company by its Current liabilities. This ratio is used

as a test of the Company’s liquidity.

2) Debt to Equity ratio computed by dividing total interest-bearing debt (includes short-term and long-term debts and

bonds payable) by total equity.

3) Debt to EBITDA is calculated by dividing EBITDA for the period by total interest-bearing debt.

4) Return on assets is calculated by dividing net income for the period by average total assets (beginning plus end

of the period divided by two).

5) Return on equity is calculated by dividing net income for the period by average total equity (beginning plus end of

the period divided by two).

Current ratio increased mainly due to the decrease in current liabilities, primarily as a result of decline in

current portion of Bonds Payable and Long-term Debt as of December 31, 2020 compared to the same

period as of December 31, 2019.

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Debt to equity decreased as a result of the decline in debt from the payment of bonds and long-term debt

while total equity increased due to the issuance of preferred shares during the period ended December

31, 2020 compared to the same period as of December 31, 2019.

Debt to EBITDA increase primarily due to the decline in EBITDA as of December 31, 2020 compared to

the same period as of December 31, 2019.

Return on Asset declined due to lower net income recognized for the year ended December 31, 2020

compared to the same period ended December 31, 2019.

Return on Equity declined due to lower net income recognized during the period and increase in Equity

as result of the issuance of preferred shares during the year ended December 31, 2020 compared to the

same period ended December 31, 2019.