Suncity Group Holdings Limited (‘Suncity Group’) has obtained the written approval of its stockholders on the following: (a) Project Site Payment of USD 200 million payable by Suntrust Home Developers, Inc. (‘Suntrust’) to Westside City Resorts World Inc. (‘Westside’) pursuant to and under their Co-Development Agreement; and (b) Lease Agreement among Suntrust, as Lessee, and Westside and Travellers International Hotel Group, Inc. (‘Travellers’), as Lessor, over the Project Site which consists of portions of three (3) parcels of land located at Manila Bayshore Integrated City, Parañaque City. The approval of Suncity Group stockholders is one of the condition precedents for the transactions contemplated under the Co-Development Agreement and the Lease Agreement. The Co-Development Agreement provides, among others, for the execution of the Lease Agreement over the Project Site for the development of a 5-star hotel and casino establishment (‘Main Hotel Casino’) and the payment of the Project Site Payment for the use of the Project Site and reimbursement of the costs incurred on the Project Site and construction works done on the Project Site. By the Lease Agreement, Suntrust is given the right to use the Project Site, where the Main Hotel Casino will be built and operated. The lease is for an original term of until 19 August 2039, renewable automatically, subject to applicable laws, for another twenty-five (25) years. Annual rental will be in the amount of USD 10,600,000, exclusive of the applicable value-added tax, payable in two instalments or on a semi-annual basis (or every six (6) months basis). Suntrust is 51%-owned by Fortune Noble Limited, a wholly-owned subsidiary of Suncity Group.