February 22, 2021

Securities and Exchange Commission PICC Complex, Roxas Boulevard Pasay City

Attention: Hon. Vicente Graciano P. Felizmenio, Jr. Director, Markets & Securities Regulation Department

Philippine Stock Exchange, Inc. 6/F, PSE Tower 5th Avenue corner 28th Street, Bonifacio Global City, Taguig City

Attention: Ms. Janet A. Encarnacion Head, Disclosure Department

Philippine Dealing and Exchange Corporation 29th Floor, BDO Equitable Tower 8751 Paseo de Roxas, Makati City 1226

Attention: Atty. Marie Rose M. Magallen-Lirio Head, Issuer Compliance and Disclosure Department

Gentlemen:

Please be informed that the Board of Directors of Cebu Holdings, Inc. (“CHI” or the “Company”), at its regular meeting held today, approved the following:

1. The merger of the Company with its parent company, Ayala Land, Inc. (ALI), as well as the Company’s other subsidiaries and affiliate, Asian I-Office Properties, Inc. (AiO), Arca South Commercial Ventures Corp. (ASCVC), and Central Block Developers Inc. (CBDI), with ALI as the surviving entity. The plan of merger will be submitted for the approval of the Company’s stockholders during their annual meeting on April 14, 2021.

CHI is a 71.1% subsidiary of ALI. AiO and ASCVC are wholly owned subsidiaries of the Company and ALI, respectively, while CBDI is 55% owned by the Company and 45% owned by ALI. The merger is an internal restructuring as well as a consolidation of ALI’s Cebu portfolio under one listed entity. The merger is expected to result in operational synergies, efficient funds management and simplified reporting to government agencies.

2. The amendments to the Company’s Board Charter and Corporate Governance and Nomination Committee Charter as endorsed by the Corporate Governance and Nomination Committee of the Company. These amendments are intended to align with the provisions of the Corporate Governance Manual, the Code of Corporate Governance for Publicly-listed Companies, and memorandum circulars issued by the Securities and Exchange Commission to promote good corporate governance practices.

3. The appointment, effective immediately, of (i) Ms. Ma. Divina Y. Lopez as the Company’s Chief Finance Officer and Compliance Officer vice Ms. Ma. Luisa D. Chiong who has accepted a new role in ALI, and (ii) Ms. Annabeth R. Bernardo as the Company’s Chief Audit Executive.

Cebu Holdings, Inc. Corporate Disclosure Page 2 ------

Ma. Divina Y. Lopez, Filipino, 49, is currently a Vice President of ALI and the Chief Finance Officer of its Estates Group. She served as the Chief Audit Executive of ALI from 2019 until January 1, 2021.. Prior to this post, she was President of Amicassa Process Solutions, Inc. and Chief Finance Officer of the Residential Business Group of ALI. She is a member of the Institute of Internal Auditors Philippines (IIAP). She holds a Bachelor of Science degree in Business Administration and Accountancy from the University of the Philippines and placed 11th in the CPA Board Examinations in 1993. She obtained a Master of Science degree in Computational Finance from De La Salle University in 2002.

Annabeth R. Bernardo, Filipino, 38, has been the Chief Audit Executive of ALI since January 2, 2021. Prior to this post, she was the Head of Control & Analysis handling management reports and financial analyses of Makati Development Corporation (MDC), a wholly-owned subsidiary of ALI. She also served as the Head of Internal Audit of MDC and as Chief Finance Officer of one of its Construction Divisions. She was the Internal Audit Manager of ALI prior to her secondment to MDC. She is a Certified Public Accountant (CPA), Certified Internal Auditor (CIA), Certification in Control Self- Assessment (CCSA) holder, and a member of the Institute of Internal Auditors Philippines (IIAP). She holds a Bachelor of Science degree in Business Administration and Accountancy from the University of the Philippines and was awarded with the Certificate of Honor for being part of the Top 25 successful CIA examinees worldwide back in 2007.

Thank you.

Very truly yours,

JUNE VEE D. MONTECLARO-NAVARRO Corporate Secretary