NOTICE

Subject	MREIT, Inc.: Initial Public Offering – Preliminary Terms and Conditions
Company Name	MREIT, Inc.

Security Details
Type of Security	Stock Symbol	Par Value
Common Shares	MREIT	Php1.00

Mode of Listing	Initial Public Offering
Board	Main Board
Date of PSE Approval	Aug 9, 2021

Issued Shares (Post-Offer)
Stock Symbol	No. of Shares
MREIT	2,532,121,381

Outstanding Shares (Post-Offer)
Stock Symbol	No. of Shares
MREIT	2,532,121,381

Treasury Shares (Post-Offer) (if applicable)
Stock Symbol	No. of Shares
-	-

Primary Offer Shares
Stock Symbol	No. of Shares
-	-

Secondary Offer Shares (if applicable)
Stock Symbol	No. of Shares
MREIT	Up to 1,078,000,000

Total Offer Shares
Stock Symbol	No. of Shares
MREIT	Up to 1,078,000,000

Over-Allotment Option Shares (if applicable)
Stock Symbol	No. of Shares
MREIT	Up to 161,700,000

Shares Applied for Listing
Stock Symbol	No. of Shares
MREIT	2,532,121,381

Offer Price	Up to Php22.00
Market Capitalization (Post-IPO)	Up to Php55,706,670,382.00
TP Allocation	Up to 215,600,000 common shares equivalent to up to Php4,743,200,000.00
Allocation per TP	Up to 1,781,800 common shares equivalent to up to Php39,199,600.00
LSI Allocation	Up to 107,800,000 common shares equivalent to up to Php2,371,600,000.00
Estimated Public Float (Post-IPO)	48.96%*
Applicable Lock-up Rule	Article III, Part D, Section 2 of the Consolidated Listing and Disclosure, amended

Total Shares Under Escrow
Stock Symbol	No. of Shares	Duration of Lock-up
MREIT	1,282,420,381	365 days
MREIT	4,000	365 days

Lead Underwriter(s)	BDO Capital & Investment Corporation
Stabilizing Agent (if applicable)	BDO Capital & Investment Corporation

Other Parties to the Offer
Function	Name of the Party
Sponsor and Selling Shareholder	Megaworld Corporation
Joint Global Coordinators and Joint Bookrunners	BDO Capital & Investment Corporation
Joint Global Coordinators and Joint Bookrunners	Credit Suisse (Singapore) Limited
Joint Global Coordinators and Joint Bookrunners	DBS Bank Ltd.
Joint Global Coordinators and Joint Bookrunners	UBS AG Singapore Branch
International Bookrunner	Credit Suisse (Singapore) Limited
International Bookrunner	DBS Bank Ltd.
International Bookrunner	UBS AG Singapore Branch
International Bookrunner	CLSA Limited
Domestic Co-Lead Underwriters	First Metro Investment Corporation
Domestic Co-Lead Underwriters	RCBC Capital Corporation
Domestic Co-Lead Underwriters	Investment & Capital Corporation of the Philippines
Domestic Co-Lead Underwriters	SB Capital Investment Corporation
Legal Counsel to the Issuer and Selling Shareholder on Philippine Law	Picazo Buyco Tan Fider & Santos Law Offices
Legal Counsel to the Joint Global Coordinators and Joint Bookrunners on Philippine Law	Angara Abello Concepcion Regala & Cruz Law Offices
Legal Counsel to the Issuer and Selling Shareholder on US Federal and New York State Law	Latham & Watkins LLP
Legal Counsel to the Joint Global Coordinators on US Federal and New York State Law	Milbank LLP
Selling Agents	REIT-Eligible PSE Trading Participants

Stock Transfer Agent	BDO Unibank, Inc. - Trust and Investments Group
Receiving Agent	BDO Unibank, Inc. - Trust and Investments Group
Escrow Agent	BDO Unibank, Inc. - Trust and Investments Group
External Auditor	P&A Grant Thornton
Price-Setting Date	Sep 9, 2021
Start of Offer Period	Sep 14, 2021
End of Offer Period	Sep 20, 2021
Tentative Listing Date	Sep 30, 2021
Corporate Website Hyperlink to the Prospectus	TBD

Other Relevant Information
On August 9, 2021, the Exchange approved the application of MREIT, Inc. (the “Company” or “MREIT”) for the initial listing of 2,532,121,381 common shares, with a par value of Php1.00 per share, under the Main Board of the Exchange, which includes the shares subject of the Company’s Initial Public Offering (“IPO” or “Offer”). The IPO of the Company, with an Offer Price of up to Php22.00 per share, consists of the following: 1. Secondary Offering of up to 1,078,000,000 existing common shares to be offered by Megaworld Corporation (“Megaworld”, the “Selling Shareholder” or the “Sponsor”); and 2. Over-allotment Option of up to 161,700,000 existing common shares of Megaworld and will be sold as part of the Institutional Offer. Attached is a copy of the signed Preliminary Offer Terms Sheet. The indicated Company’s Estimated Public Float (Post-IPO) is on the assumption that the Over-Allotment Option is fully exercised. The post-IPO public float of 42.57% is on the assumption that the Over-Allotment Option is not fully exercised. On the other hand, the Total Shares Under Escrow indicated above are based on the assumption that the Over-Allotment Option Shares are likewise fully subscribed. Further, the 1,282,420,381 MREIT shares will be under escrow for 365 days from listing date while the 4,000 shares will be under escrow from the date of full payment of the said shares. The Exchange’s approval of the conduct of the IPO and listing of the Company’s shares is subject to its compliance with all of the post-approval conditions and requirements of the Exchange. The Exchange will advise the investing public of further developments on the IPO of the Company. For your information and guidance.

Other Relevant Information

On August 9, 2021, the Exchange approved the application of MREIT, Inc. (the “Company” or “MREIT”) for the initial listing of 2,532,121,381 common shares, with a par value of Php1.00 per share, under the Main Board of the Exchange, which includes the shares subject of the Company’s Initial Public Offering (“IPO” or “Offer”).

The IPO of the Company, with an Offer Price of up to Php22.00 per share, consists of the following:

1. Secondary Offering of up to 1,078,000,000 existing common shares to be offered by Megaworld Corporation (“Megaworld”, the “Selling Shareholder” or the “Sponsor”); and

2. Over-allotment Option of up to 161,700,000 existing common shares of Megaworld and will be sold as part of the Institutional Offer.

Attached is a copy of the signed Preliminary Offer Terms Sheet.

The indicated Company’s Estimated Public Float (Post-IPO) is on the assumption that the Over-Allotment Option is fully exercised. The post-IPO public float of 42.57% is on the assumption that the Over-Allotment Option is not fully exercised. On the other hand, the Total Shares Under Escrow indicated above are based on the assumption that the Over-Allotment Option Shares are likewise fully subscribed.

Further, the 1,282,420,381 MREIT shares will be under escrow for 365 days from listing date while the 4,000 shares will be under escrow from the date of full payment of the said shares.

The Exchange’s approval of the conduct of the IPO and listing of the Company’s shares is subject to its compliance with all of the post-approval conditions and requirements of the Exchange.

The Exchange will advise the investing public of further developments on the IPO of the Company.

For your information and guidance.

Filed on behalf by:

Name	Norberto Moreno Jr.
Designation	Listings Department