SUNTRUST HOME DEVELOPERS, INC. · Corporation 8/F PCI Tower 2, Dela Costa St., Makati City Filipino 877,549,076 39.00% Common Megaworld Corporation2 28/F The World Centre 330 Sen

SUNTRUST HOME DEVELOPERS, INC. 6/F The World Centre 330 Sen. Gil Puyat Avenue, Makati City, Metro Manila, 1200, Philippines

Tels: (632) 867-88-26 to 40

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO ALL STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Suntrust Home Developers, Inc. will be held on 25 OCTOBER 2011 at 9:00 a.m. at the Grand Ballroom, Eastwood Richmonde Hotel, 17 Orchard Road, Eastwood City, Bagumbayan, Quezon City, Metro Manila, Philippines, with the following agenda:

1. Call to Order 2. Certification of Notice and Quorum 3. Approval of the Minutes of the Previous Annual Stockholders Meeting 4. Report of Management 5. Appointment of Independent Auditors 6. Ratification of Acts of the Board of Directors, Board Committees, and

Management 7. Election of Directors 8. Other Matters 9. Adjournment

The Board has fixed the close of business hours of 26 September 2011 as the record date for the determination of the stockholders entitled to notice and vote at the meeting.

Makati City, Metro Manila, Philippines, 27 September 2011. \

Rt::~ELA Corporate Secretary

20IS-Definitive for stockholder's meeting Page 2 of 25

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 [ /] Definitive Information Statement

2. Name of Registrant as specified in its charter: SUNTRUST HOME DEVELOPERS, INC. 3. Province, country or other jurisdiction of incorporation or organization: METRO MANILA, PHILIPPINES 4. SEC Identification Number: 10683 5. BIR Tax Identification Code: 000-141-166-000 6. Address of Principal Office:

6th Floor, The World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City, Metro Manila, Philippines

7. Registrant’s telephone number, including area code: (632) 867-8826 to 40 8. Date, time and place of the meeting of security holders:

25 October 2011, 9:00 AM Grand Ballroom, Eastwood Richmonde Hotel, 17 Orchard Road, Eastwood City, Bagumbayan, Quezon City, Metro Manila, Philippines

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

security holders: 04 October 2011 10. 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 Common stock 2,250,000,000 11. Are any or all of registrant's securities listed in a Stock Exchange? Yes Disclose the name of such Stock Exchange: Philippine Stock Exchange


INFORMATION REQUIRED IN INFORMATION STATEMENT A. GENERAL INFORMATION Item 1. Date, time and place of annual meeting of security holders.

Date & time : 25 October 2011, 9:00 AM Place : Grand Ballroom, Eastwood Richmonde Hotel, 17 Orchard Road, Eastwood City,

Bagumbayan, Quezon City, Metro Manila, Philippines

Principal office : 6th Floor, The World Centre Building 330 Sen. Gil Puyat Avenue, Makati City, Metro Manila, Philippines Approximate date on which the Information Statement is first to be sent or given: 04 October 2011 The Company is not soliciting proxies. We are not asking for a proxy. Neither are you required to send us a proxy. Item 2. Dissenter’s Right of Appraisal There are no matters to be acted upon or proposed corporate action in the agenda for the annual meeting of stockholders that may give rise to possible exercise by a dissenting stockholder of its appraisal rights under Title X of the Corporation Code of the Philippines. Any stockholder of the Company 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 restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence; (2) in case the Company decides to invest funds in another corporation or business or for any purpose outside of the primary purpose for which it was organized; (3) in case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets, and (4) in case of merger or consolidation. 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 Company within thirty (30) days after the date on which the vote was taken for payment of the fair value of his shares. A stockholder must have voted against the proposed corporate action in order to avail himself of the appraisal right. Failure to make the demand within the 30-day period shall be deemed a waiver of the appraisal right. From the time of the demand until either the abandonment of the corporate action in question or the purchase of the dissenting shares by the Company, all rights accruing to the dissenting shares shall be suspended, except the stockholder’s right to receive payment of the fair value thereof. If the proposed corporate action is implemented or effected, the Company shall pay to such stockholder, upon surrender of the stock certificate(s) representing 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 the fair value is not determined within sixty (60) days from the date the corporate action was approved by the stockholders, it will be determined by three (3) disinterested persons (one chosen by the Company, another chosen by the dissenting stockholder and the third to be chosen jointly by the Company and the stockholder). The findings of the majority of the appraisers shall be final, and their award shall be paid by the Company within thirty (30) days after such award is made. Upon payment by the Company of the awarded price, the dissenting stockholder shall forthwith transfer his shares to the Company. No payment shall be made to any dissenting stockholder unless the Company has unrestricted retained earnings.

Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon (a) No officer or director at any time since the beginning of last fiscal year, or nominee for election as director, or associate of any of these persons, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon, other than election to office. (b) No director has informed the Company in writing of his/her intention to oppose any matter to be acted upon at the Annual Stockholders’ Meeting (“Meeting”). B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof (a) Each of the 2,250,000,000 common shares outstanding as of 26 September 2011 shall be entitled to one vote with respect to all matters to be taken up during the Meeting. (b) All stockholders of record as of 26 September 2011 are entitled to notice and to vote at the Meeting either in person or by proxy. The Company is not soliciting your proxy. (c) All stockholders shall have cumulative voting rights with respect to the election of the members of the board of directors of the Company. Cumulative voting entitles each stockholder to cumulate his shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or distribute them on the same principle among as many nominees as he shall see fit; provided that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the number of directors to be elected.


(d) Security Ownership of Certain Record and Beneficial Owners and Management: Security Ownership of Holders of more than 5% of the Company’s Voting Securities as of 31August 2011:

Title Of Class

Name and Address of Record Owner& Relationship w/ Issuer

Beneficial Owner & Relationship w/Record

Owner

Citizenship

No. of Shares

Percent Owned

Common PCD NOMINEE CORPORATION1 G/F Makati Stock Exchange Building 6767 Ayala Avenue, Makati City

PCIB Securities, Corporation 8/F PCI Tower 2, Dela Costa St., Makati City

Filipino 877,549,076

39.00%

Common Megaworld Corporation2 28/F The World Centre 330 Sen. Gil Puyat Avenue, Makati City It is solely a stockholder of the Issuer

Megaworld Corporation (also the record owner)

Filipino 705,834,992

31.37%

Common Emerging Market Assets Limited 3 Rm. 1028, 12/F The Centre Mark, 287-299 Queen’s Road, Central Hong Kong

Emerging Market Assets Limited (also the record owner)

Non-Filipino

235,000,000 10.44%

Common Stanley Ho Hung-Sun c/o Suntrust Home Developers, Inc., 6/F World Centre Building 330 Sen. Gil Puyat Avenue Makati City He is solely a stockholder of the Issuer

Stanley Ho Hung-Sun (also the record owner)

Non-Filipino

116,100,000 5.16%

Security Ownership of Directors and Management as of 31August 2011:

Title of Class Name of Beneficial Owner

Amount and Nature of Beneficial

Ownership

Citizenship Percent of Class

Common Ferdinand B. Masi 1 (direct) Filipino 0.00% Common Amelia A. Austria 1 (direct) Filipino 0.00% Common Evelyn G. Cacho 1 (direct) Filipino 0.00% Common Giancarlo C. Ng 1 (direct) Filipino 0.00% Common Felizardo T. Sapno 1 (direct) Filipino 0.00% Common Cresencio P. Aquino 1 (direct) Filipino 0.00% Common Ma. Vicenta S. Jalandoni 1 (direct) Filipino 0.00% Common Rolando D. Siatela 0 Filipino N/A Common All directors and

executive officers 7 (direct) 0.00%

1 Beneficiaries are brokers and custodian bank participants of PCD. 2 The Board of Directors appoints the person who has the power to direct the voting and disposition of the shares held by Megaworld Corporation in the Company. 3 Messrs. Yip Chu Kwong, Yuen Siu, Yip Kwok Cheong, Yip Kwok Wai, Tse Yuen Yuen and Poon Kwok Kuen, all stockholders of Emerging Market Assets Limited (“EMAL”), have the power to direct the voting and disposition of the shares held by EMAL in the Company. They are businessmen who are based in Hong Kong and China and who have substantial investments in the manufacturing and real estate industries in Guangzhou, China and Hong Kong.


Voting Trust Holders of 5% or More The Company has no knowledge of persons holding more than 5% of its voting securities under a voting trust or similar agreement. Change in Control The Company has no knowledge of any arrangements among stockholders that may result in a change in control of the Company.

Item 5. Directors Including Independent Directors and Executive Officers Incumbent The following are the incumbent directors and executive officers of the Company: Name Age Citizenship Present Position Ferdinand B. Masi 49 Filipino Chairman of the Board and President

and Chief Executive Officer Amelia A. Austria 56 Filipino Independent Director Evelyn G. Cacho 49 Filipino Director and Treasurer Giancarlo C. Ng 34 Filipino Director Felizardo T. Sapno 53 Filipino Director Cresencio P. Aquino 57 Filipino Independent Director Ma. Vicenta S. Jalandoni 45 Filipino Director and Assistant Corporate

Secretary Rolando D. Siatela 50 Filipino Corporate Secretary There are seven (7) members of the Company’s Board of Directors, two of whom are independent directors. All incumbent directors were elected during the annual meeting of stockholders held on 26 October 2010 and will hold office for one (1) year and/or until their successors are elected and qualified. Background Ferdinand B. Masi. Mr. Masi, 49 years old, Filipino, is currently the Chairman and President of the Board and the Chief Executive Officer of the Company. He was appointed as Chairman of the Board on 09 November 2007 and has served as President since 09 February 2001. Mr. Masi is currently with the Distillery Division of the Consolidated Distillers of the Far East, Inc. where he has been connected for the past 26 years, holding positions such as Accounting Staff, Plant Accountant/Auditor, Chief Accountant, Finance & Administrative Manager and, currently, as General Manager. He is a Certified Public Accountant and member of the Philippine Institute of Certified Public Accountants. He finished his Masters Degree in Business Administration from the Ateneo Graduate School of Business in 2004.

Evelyn G. Cacho. Ms. Cacho, 49 years old, Filipino, is currently the Treasurer and a member of the Board of Directors of the Company since 29 August 2005. Ms. Cacho is concurrently a director of Empire East Land Holdings, Inc. (“EELHI”), a position she has occupied since February 2009. She joined EELHI in February 1995 and has served as its Vice President for Finance since February 2001. She also currently serves as director of Empire East Communities, Inc., Laguna Bel Air School, Inc., Sonoma Premier Land, Inc., Valle Verde Properties, Inc. and Sherman Oak Holdings, Inc. She holds the position of Treasurer/Director of Megaworld Central Properties, Inc., and Megaworld Newport Property Holdings, Inc. Prior to joining EELHI, she had extensive experience in the fields of financial/operations audit, treasury, and general accounting from banks, manufacturing and trading companies. Ms. Cacho has a bachelor’s degree in Business Administration major in Accounting.


Giancarlo C. Ng. Mr. Ng, 34 years old, Filipino, was elected as a Director on 23 October 2007. He is currently the Officer-in-Charge for Finance & Administration of Consolidated Distillers of the Far East, Inc. (“Condis”), a position he has held since March 2006. He is a graduate of the University of Asia and the Pacific with a degree in Bachelor of Arts in Liberal Arts and Humanities, graduating Magna Cum Laude and Valedictorian of his batch. He also obtained his Masters of Science in Information Technology from the same university. Prior to being OIC for Finance and Administration, Mr. Ng was at various times from 2003 to 2006 an account officer, sales manager, and inter-team coordinator of Condis. Mr. Ng has handled Customer Relations Management, Sales and Delivery Logistics, and Information Technology Planning and Tactical Coordination for Condis and has extensive experience in work involving business processes and information technology solutions. He was the project manager for the email and internet connectivity infrastructure project and inventory system database of Condis. Prior to joining the Consolidated Distillers of the Far East, Inc., he was a member of the Systems Technology Support of Meralco MTP-CSPT from 1998-1999, where he participated in the company’s Y2K compliance project. Mr. Ng then joined the Software Services Department of the Orient Overseas Container Line Phils, Inc. as a software programmer from 2000-2003, where he developed web applications and also served as customer EDI programmer and trainer of new recruits. Mr. Ng has attended trainings and seminars on several software languages, Customer Relations Management, Business Orientation for Marketing and Sales, Business Writing, Information Strategy Planning, and on the New Digital Economy and Emerging Technologies for the Philippines in 2020. Ma. Vicenta S. Jalandoni. Ms. Jalandoni, 45 years old, Filipino, has been a member of the Company’s Board of Directors since 29 August 2005 and is currently the Assistant Corporate Secretary and Assistant Corporate Information Officer of the Company. She is currently First Vice President and group head of the Marketing Department 3 of Megaworld Corporation. She was previously a First Vice President for Sales, Marketing and Operations of Empire East Land Holdings, Inc. for six and a half years. Her previous employments include stints with the United Coconut Planters Bank (Manager/Product Officer), Raffles Inc. (Group Product Manager), Mondragon Phils., and Norwich Eaton. She is a graduate of the De La Salle University. Felizardo T. Sapno. Mr. Sapno, 53 years old, Filipino, has been a member of the Company’s Board of Directors since 03 July 2006. He is currently the Plant Manager of the Consolidated Distillers of the Far East, Inc., a position he has held since August 1990. Mr. Sapno is a licensed Chemical Engineer and a graduate of the Mapua Institute of Technology with a degree in BS Chemical Engineering. He was previously employed with the Philippine Allied Leatherette, Inc. as Production Supervisor from October 1981 to October 1982 and the Central Azucarera de Tarlac as Shift Supervisor from November 1982 to November 1985. He is a member of various professional and socio-civic associations such as the Philippine Institute of Chemical Engineers, Center for Alcohol and Research Development Foundation, Inc., Philippine Association of Alcohol and Fermentation Technologies, Inc., Kiwanis International, Philippine Luzon District and the Knights of Columbus, Council 4668. Cresencio P. Aquino. Mr. Aquino, 57 years old, Filipino, was elected as an Independent Director on 29 June 2007. He is concurrently an Independent Director of Global-Estate Resorts, Inc. He is the Managing Partner of The Law Firm of CP Aquino and Partners Law Office, a position he has held since June 1998. He is a graduate of the San Sebastian College Manila with degrees in Bachelor of Arts and Bachelor of Laws. Atty. Aquino has extensive experience in both the public and private sector and the former positions he has held are: Corporate Legal Counsel of MBF Card and One Card Corporation from June 1998 to May 2004, the Special Assistant and Chief Legal Counsel of the Government Service Insurance System from September 1992 to June 1998, member of the Board of Directors of the Meat Packaging Corporation of the Philippines from September 1992 to June 1998, Personnel and Administrative Manager, Corporate Secretary and Chief Legal Counsel of ComSavings Bank from September 1992 to June 1998, Executive Director of the Department of Interior and Local Government ( DILG) from 1998 to 1992, and Ex-Officio


Commissioner of the DILG with the Housing and Land Use Regulatory Board also for the same period. Atty. Aquino has extensive experience in legal and corporate restructuring, management, human resources management, and litigation/collection matters and was formerly an Associate Professor with the San Sebastian College. Atty. Aquino has been a member of the Integrated Bar of the Philippines since 1978 and is also a member of the Capitol Bar Association, Knights of Columbus and the Lawyers League of the Philippines. Amelia A. Austria. Ms. Austria, 56 years old, Filipino, was elected as an Independent Director on 09 November 2007. She is the Plant Administrator of Emperador Distillers, Inc. She is currently the Corporate Secretary and a member of the Board of Directors of Zenith Synergy Realty and Development Corporation. She is a licensed Chemist and placed second in the Chemistry Licensure Examination in 1976. Ms. Austria is a graduate of the University of Santo Tomas with a Degree in BS Chemistry and is an undergraduate of the Masteral Program-MS Chemistry from the same university. Prior to joining Good Earth Technologies, Ms. Austria had extensive experience in work involving research and development and quality control. Rolando D. Siatela. Mr. Siatela, 50 years old, Filipino, has served as Corporate Secretary and Corporate Information Officer of the Company since 23 May 2006. He concurrently serves in PSE-listed Alliance Global Group, Inc. as Assistant Corporate Secretary and Megaworld Corporation as Assistant Corporate Secretary and Assistant Vice President for Corporate Management. Prior to joining Megaworld Corporation, he was employed as Administrative and Personnel Officer with Batarasa Consolidated, Inc. He is a member of the board of Asia Finest Cuisine, Inc. and the Corporate Secretary of ERA Real Estate Exchange, Inc. and Oceanic Realty Group International, Inc. Documentation Officer of Megaworld Foundation and Assistant Corporate Secretary and Chief Administrative Officer of The Andresons Group, Inc. He holds bachelor’s degrees in law and political science conferred by the Lyceum of the Philippines. Procedure for Nomination and Election of Independent Directors Pursuant to Article II, Section 2 of the Company’s By-Laws (amended as of August 30, 2005 and November 11, 2005), the nomination and election of independent directors shall be conducted in accordance with SRC Rule 38. SRC Rule 38 provides that the nomination and election of independent directors shall be conducted in accordance with the following rules: 1. Nomination of independent directors shall be conducted by the Nomination Committee prior

to a stockholders’ meeting. All recommendations shall be signed by nominating stockholders and shall bear the conformity of the nominees.

2. The Nomination Committee shall pre-screen the nominees and prepare a final list of candidates.

3. The final list of candidates shall contain the business and/or professional experience of the nominees for independent directors, which list shall be made available to the Commission and to all stockholders through the filing and distribution of the Information Statement, in accordance with SRC Rule 20, or in such other reports the Company is required to submit to the Commission. The name of the person or group of persons who recommended the nominees for independent directors shall be identified in such report including any relationship to the nominees.

4. Only nominees whose names appear in the final list of candidates shall be eligible for election as independent directors. No other nominations shall be entertained after the final list of candidates shall have been prepared. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders’ meeting.

5. The conduct of the election of independent directors shall be made in accordance with the standard election procedures of the Company in its By-laws, subject to pertinent laws, rules and regulations of the Commission.


6. It shall be the responsibility of the Chairman of the Meeting to inform all stockholders in attendance of the mandatory requirement of electing independent directors. He shall ensure those independent directors are elected during the stockholders’ meeting.

7. In case of failure of election for independent directors, the Chairman of the Meeting shall call a separate election during the same meeting to fill up the vacancy.

The Company is required to have at least two (2) independent directors in its Board of Directors, who are each independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgment in carrying out his responsibilities as a director in the Company. An independent director should have at least one (1) share of the Company’s common stock, a college graduate or has been engaged or exposed to the business for at least five (5) years, and possesses integrity/probity and assiduousness. Nominees Directors are elected annually by the stockholders at the annual stockholders’ meeting to serve until the election and qualification of their successors. The Nomination Committee composed of Giancarlo C. Ng, Chairman and members, Felizardo T. Sapno, Cresencio P. Aquino, and Rolando D. Siatela accepts nominees to the Board of Directors, including nominees for independent director. The Committee is responsible for screening and qualifying the list of nominees. The following is the complete list of nominees for members of the Board of Directors:

1. Ferdinand B. Masi 2. Amelia A. Austria – Independent Director 3. Evelyn G. Cacho 4. Giancarlo C. Ng 5. Felizardo T. Sapno 6. Cresencio P. Aquino – Independent Director 7. Ma. Vicenta S. Jalandoni

This year’s nominees for directors include two persons who qualify as independent directors. The President, Mr. Ferdinand B. Masi, nominated the incumbent Independent Director, Ms. Amelia A. Austria, for another term, while Mr. Giancarlo C. Ng nominated the other incumbent Independent Director, Mr. Cresencio P. Aquino, for another term. Mr. Masi and Ms. Austria and Messrs. Ng and Aquino are not related by consanguinity or affinity up to the fourth civil degree. Neither are Ms. Austria and Mr. Aquino acting as representatives of the persons who nominated them. The Nomination Committee reviewed the qualifications of Mr. Aquino and Ms. Austria under the criteria defined by SEC in its Circular No. 16, series of 2002, and they do not possess any of the disqualifications enumerated under the law and in the Code of Corporate Governance (Their respective profiles are presented on the preceding pages). Having found them duly qualified, the Nomination Committee endorsed the nomination of Mr. Cresencio P. Aquino and Ms. Amelia A. Austria as candidates for Independent Directors for the ensuing year. Disagreements with the Company No director has resigned or declined to stand for re-election to the Board of Directors since the date of the last annual stockholders’ meeting because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Significant Employees The Company does not have significant employees, i.e., persons who are not executive officers but expected to make significant contribution to the business. Family Relationships No director or executive officer is related to each other up to the fourth civil degree whether by consanguinity or affinity.


Involvement in Legal Proceedings The Company has no knowledge of any of the following events that occurred during the past five (5) years up the date of this report that are material to an evaluation of the ability or integrity of any director, nominee for election as director, or executive officer:

o Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

o Any conviction by final judgment in a criminal proceeding, domestic or foreign, or being subject to a pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses;

o Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities; and

o Being found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or foreign Exchange or other organized trading market or self regulatory organization, to have violated a securities or commodities law or regulation, and the judgment has not been reversed, suspended, or vacated.

Certain Relationships and Related Transactions Except for the material related party transactions described in the notes to the consolidated financial statements of the Company for the years 2010, 2009 and 2008 (please see elsewhere in here), there has been no material transaction during the last two years, nor is there any material transaction currently proposed, to which the Company was or is to be a party, in which any director or executive officer, any nominee for election as director, stockholder of more than ten percent (10%) of the Company’s voting shares, and any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of any such director or officer or stockholder of more than ten percent (10%) of the Company’s voting shares had or is to have a direct or indirect material interest Item 6. Compensation of Directors and Executive Officers The principal executive officers of the Company are: Name Position Ferdinand B. Masi Chairman & President and Chief Executive Officer Evelyn G. Cacho Treasurer Rolando D. Siatela Corporate Secretary Ma. Vicenta S. Jalandoni Asst. Corporate Secretary No compensation was received by the above-named principal executive officers from the Company and neither will there be any compensation for the ensuing year. There are no arrangements in force pursuant to which the above-named officers or directors of the Company are compensated, or are to be compensated, directly or indirectly, for any services provided as such officer. There are no standard arrangements pursuant to which directors or officers of the Company are compensated, or are to be compensated, directly or indirectly, for any services provided as a director, including any additional amounts payable for committee participation or special assignments, for the year 2010 and for the ensuing year. There are no per diems granted to directors for attendance at meetings.


There are no other arrangements, including consulting contracts, pursuant to which any director of the Company was compensated, or is to be compensated, directly or indirectly, for the year 2010 and for the ensuing year, for any service provided as a director. No employment contracts, termination of employment, or change in control arrangements, were effected for the applicable fiscal year. No warrants or stock options are held by the Company’s CEO, its named executive officers or directors for year 2010 nor are there plans for extending warrants or options for the ensuing year. Item 7. Independent Public Accountants Punongbayan & Araullo (P&A), upon recommendation by the Audit Committee of the Board of Directors composed of Cresencio P. Aquino as Chairman and Evelyn G. Cacho and Amelia A. Austria as members, was re-appointed by the stockholders as the principal external auditors for the years 2010 and 2009, and is again being recommended to the stockholders for re-election as the Company’s principal external auditors for the year 2011. The selection of external auditors is made on the basis of credibility, professional reputation, accreditation with the Securities and Exchange Commission, and affiliation with a reputable foreign partner. The professional fees of the external auditors are approved by the Company after approval by the stockholders of the engagement and prior to the commencement of each audit season. In compliance with SRC Rule 68 paragraph 3 (b) (iv) (Rotation of External Auditors), and as adopted by the Company, external auditors or engagement partners are rotated or changed every five years or earlier. Ms. Dalisay B. Duque was the lead engagement partner for 2010 and likewise for the ensuing year. There are no disagreements with auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to their satisfaction, would have caused the auditors to make reference thereto in their reports on the financial statements of the Company and its subsidiary. Representatives of Punongbayan & Araullo are expected to be present at the Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. External audit fees and services The fees billed by P&A for each of the last two financial years totaled P644,000 and P611,520 for the audit of 2010 and 2009 annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements. There were no separate tax fees billed and no other products and services provided by P&A for the last two fiscal years. All the above services have been approved by the Company, upon recommendation of the Audit Committee of the Board of Directors composed of Cresencio P. Aquino as Chairman and Evelyn G. Cacho and Amelia A. Austria as members. Changes in and disagreements with accountants on accounting and financial disclosure P&A, as principal auditors, issued an unqualified opinion on the consolidated financial statements. As such, there had been no disagreements with them on any accounting principles or practices, financial disclosures, and auditing scope or procedure.


C. OTHER MATTERS Item 8. Action with Respect to Reports The Minutes of the Annual Meeting of Stockholders held on 26 October 20103 will be submitted to the stockholders for approval. The Minutes will refer to the adoption of stockholder’s resolutions pertaining to the following matters: 1. Approval of Minutes of the Previous Annual Meeting 2. Appointment of External Auditors 3. Ratification of Acts and Resolutions of the Board of Directors, Board Committees and

Management 4. Election of Directors

The approval or disapproval of the Minutes will constitute merely an approval or disapproval of the correctness of the minutes but will not constitute an approval or disapproval of the matters referred to in the Minutes.

Item 9. Other Proposed Action The stockholders will be asked to ratify all resolutions of the Board of Directors and Board Committees, and acts of Management adopted during the period covering 01 January 2010 to 31 December 2010. These include, among others, the appointment of authorized signatories for transacting with RCBC as stock transfer agent; Adoption of Revised Manual of Corporate Governance, authorized to issue securities in uncertificated forms; and other similar activities of the Company. Item 10. Voting Procedures Vote Required In the election of directors, the seven (7) nominees garnering the highest number of votes will be elected as members of the board of directors, provided that there shall always be elected at least two (2) independent directors in the Company’s board of directors. For all other matters proposed to be acted upon, the vote of a majority of the outstanding capital stock will be required for approval. Method of Counting of Votes Each holder of common share will be entitled to one (1) vote with respect to all matters to be taken up during the Meeting; provided, that in the election of directors, each stockholder may vote such number of shares for as many persons as there are directors to be elected or may cumulate said shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many nominees as he shall see fit; provided further, that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the number of directors to be elected.

A copy of the Minutes of the Annual Meeting of Stockholders held on 26 October 2010 is attached hereto as Annex “A”.

2015-Definitive for stockholder's meeting Page 13 of 25

There will be seven (7) persons to be elected to the Company's board of directors, including at least two (2) independent directors. In the event that the number of nominees to the board of directors exceeds the number of board seats, voting shall be done by ballot. However, if the number of nominees to the board of directors does not exceed the number of board seats, voting will be done by a show of hands. Election inspectors duly appointed during the meeting shall be responsible for counting the number of votes, subject to validation by representatives of Punongbayan & Araullo, the Company's external auditors.

UNDERTAKING

The Company undertakes to provide without charge to a stockholder a copy of the Annual Report on SEC Form 17-A upon written request addressed to ROLANDO D. SIATELA, Corporate Secretary and Information Officer, Suntrust Home Developers, Inc. , 6/F World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City.

SIGNATURE

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 Makati City on 27 September 2011 .

By:

SUNTRUST HOME DEVELOPERS, INC.

Jp,r~ EVEJh ~. CACHO

Treasurer c:!!: (Principal Financial Off er)


MANAGEMENT REPORT

AS REQUIRED BY SRC RULE 20 INCLUDING FINANCIAL INFORMATION FOR FIRST HALF OF 2011

General Nature and Scope of Business Suntrust Home Developers, Inc. (“the Company”) was incorporated under Philippine laws and registered with the Securities and Exchange Commission (“SEC”) on 18 January 1956 under the name Ramie Textiles, Inc. It was originally authorized to engage in the manufacturing and sale of all types of ramie products. The Company has since amended its Articles of Incorporation, with the principal changes being highlighted below, as it sought to identify investment opportunities that will yield attractive returns. These changes resulted in the Company’s present nature of business of engaging in the business of real estate development, mass community housing, townhouses and horizontal land development. On 29 June 2002, the Board of Directors of the Company approved the amendment of its Articles of Incorporation resulting in a change in name from Fairmont Holdings, Inc. to its present name of Suntrust Home Developers, Inc. The change in name came hand in hand with a corresponding amendment of the Articles of Incorporation and change in the Company’s primary purpose or nature of business, from a holding company to a real estate company authorized to engage in real estate development, mass community housing, townhouses and rowhouses development, residential subdivision and other massive horizontal land development. This change in the nature of business was prompted by the perception that being a holding company no longer appeared to be viable, at least in the next few years, considering the slump in the equities market. Moreover, it was also an opportune time for the Company to re-strategize and take advantage of the huge but untapped potential that the low-cost mass housing sector had to offer. Furthermore, a new secondary purpose was also approved authorizing the Company to acquire interests in tourism and leisure-related enterprises, projects or ventures. On the same date, the Board of Directors of the Company likewise approved an increase in the Company’s authorized capital stock from Php2 Billion to Php3 Billion for the purpose of enabling the Company to finance any acquisitions or projects that it may undertake in the future in line with its new corporate purpose. Out of the Php1 Billion increase, Php250 Million has been actually subscribed while Php62,500,000 out of the amount subscribed has been actually paid-up in cash by Megaworld Corporation, an existing stockholder of the Company. On 18 July 2002, the Company acquired from an affiliate, Empire East Land Holdings, Inc. (“EELHI”), all of the latter’s shareholdings in Empire East Properties, Inc. (“EEPI”). Prior to such acquisition, EEPI was incorporated on 14 November 1997 as a wholly-owned subsidiary of EELHI to engage in the development of socialized or low-cost housing projects. In March 2004, the Company’s percentage of ownership in EEPI was reduced from 100% to 60% upon the subscription by EELHI to the shares of stock of EEPI. On 30 August 2005, the Board of Directors of the Company approved the decrease in the number of members of the Board of Directors from eleven to seven directors and the extension of its corporate term for another fifty (50) years from 18 January 2006. Likewise, the Board of Directors approved the addition of separate sections in the Company’s By-Laws providing for the creation of Committees such as a Nomination Committee as well as the election of Independent Directors of the Company. These changes to the Articles of Incorporation were ratified by the stockholders of the Company on 11 November 2005 and were approved by the SEC on 10 May 2006. On 8 July 2008, the SEC approved the change in name of EEPI to Suntrust Properties, Inc. (“SPI”) and an increase in its authorized capital stock. EELHI subscribed to such increase in authorized capital stock of SPI and, as a result thereof, the Company’s ownership interest in SPI decreased from 60% to 20% Consequently, the Company’s control over SPI ceased and, as such, SPI is no


longer a subsidiary but is now considered an associate of the Company. On March 25, 2011, the SEC approved SPI’s application for the increase in its capital stock, in which Megaworld Corporation (“MC”) was the only subscriber to the new SPI shares. MC infused P562.1 million into SPI thereby increasing SPI’s subscribed capital stock from P399.75 million to P955.81 million. As a result of the SPI’s issuance of additional common shares, the Company’s ownership in SPI decreased from 20% to 8%. No purchase of a significant amount of assets not in the ordinary course of business was made by the Company in the past three (3) years. No material reclassification, merger or consolidation involving the Company has occurred in the past three years. Neither has the Company, in the past three years, sold a significant amount of assets not in the ordinary course of business. The Company, currently, does not have any business operations and is not offering any product or service. Although the Company has expressed preference for mass housing development and is continuing to study a proposal to raise funds for its initial business ventures, it is also in the process of assessing its prospects in other fields. Thus, it is premature, and the Company is not prepared at this time, to identify and describe what business it proposes to do and what products, goods or services will be produced or rendered; its principal products or services and their markets with the relative contribution to sales or revenues of each product or services or group of related products or services; percentage of sales or revenue and net income contributed by foreign sales; distribution methods of products or services; competition; sources and availability of raw materials and the names of principal suppliers; and the Company’s dependency on its customers. Since the Company has not identified the industry in which it will engage in, it is likewise not in the position to discuss any government approval required for its principal products or services or the effect of existing or probable governmental regulations on its business. SPI is engaged in the real estate business principally offering house-and-lot packages and condominium units. It is currently developing the Governor’s Hills affordable housing project in General Trias, Cavite, the Sunrise Hills project in Dasmariñas, Cavite, Sta. Rosa Heights project in Silang, Sta. Rosa, Laguna, and Suntrust Adriatico Gardens project, in Malate Manila. Compared to other players in the industry, SPI caters to the low to middle income sector of the market since it focuses on space saving and functionality features delivering a high standard of comfort and style customized to the needs of Filipino families.

About 85% of SPI’s revenue is generated from its mass housing subdivisions while the remaining 15% come from sale of condominium units as well as from other income. While SPI does not have established foreign marketing branches, significant portion of its sales is identified with the foreign market particularly composed of overseas contract workers. SPI’s marketing network is comprised of in-house sales force as external brokers and its suppliers are based locally. SPI employs a modern construction technology known as the 3D monolithic panel system.

The Company or SPI is not dependent upon a single or a few customers. No single customer accounts for 20% or more of SPI’s sales.

In normal course of business, the Company entered into transactions with related parties, consisting mainly of advances from related parties for working capital purposes and for the settlement of certain liabilities.


Management’s Discussion and Analysis of Operations RESULTS OF OPERATION Twelve months ended December 31, 2010 Compared to Twelve months ended December 31, 2009 The company's total revenues exhibited an increase of 306.87 thousand from 7.99 million in 2009 to 8.29 million in 2010 of the same period. Total revenues mostly came from equity share of 6.42 million in net earnings of an associate and rental income of 1.87 million from various condominium units. Cost and expenses decreased by 525.94 thousand or 12.92% from 4.07 million in 2009 to 3.54 million in 2010. Decrease in expenses is mainly due to lower cost of rentals for the current period. The net profit of the company shows an increase of 832.81 thousand or 21.26% from 3.91 million in 2009 to 4.76 million in 2010. FINANCIAL CONDITION As of December 31, 2010 and December 31, 2009 Current assets increased by 2.39 million or 45.02% from 5.31 million in 2009 to 7.70 million in 2010. Cash & Cash Equivalents increased by 2.41 million or 2,156.17% from 111.85 thousand in 2009 to 2.52 million in 2010. Prepayments decreased by 20.70 thousand from 5.20 million in 2009 to 5.18 million in 2010. Investment in an associate increased by 6.42 million or 7.21% from 89.09 million in 2009 to 95.52 million in 2010. Investment property decreased by 1.24 million from 472.79 million in 2009 to 471.55 million in 2010. Other non-current assets decreased by 2.44 million or 100.00% due to application of miscellaneous deposits as payment for advances during the current period. Trade & Other Payables exhibited an increase of 25.55 million or 2,324.66% from 1.10 million in 2009 to 26.65 million in 2010. Advances from related parties decreased by 25.17 million or 98.67% from 25.50 million in 2009 to 338.60 thousand in 2010. Material Changes in the Financial Statement Items: Increase/(Decrease) of 5% or more versus 2009 Balance Sheet Cash & Cash Equivalents. 2,156.17% Increase is due to collection of rental income from various condominium units during the period. Investment in Associate 7.21% Increase due to equity share in net earnings of an associate for the current period. Other Non-Current Assets (100.00)% Decrease due to application of company’s deposits for the advances made during the current period.


Trade and other payables 2,324.66% Increase is mainly due to transfer of advances from a related party to a non-related party. Advances from Related Parties (98.67%) Decrease due to transfer of advances from a related party to a non-related party. Income Statement Equity in Net Earnings of an Associate 5.65% Increase due to higher net earnings of an associate for the current period. Interest Income 29.08% Due to increase in cash in bank balance for the period. Administrative Expenses 5.23% Due to increase in operating expenditures for the current period. Cost of Rentals (34.48%) Due to change in estimated life of investment property. Income Tax Expense 2,180.63% Increase due to higher corporate income tax expense for the period. KEY PERFORMANCE INDICATORS Presented below are the top five (5) key performance indicators of the Company: o Revenue Growth – The Company generated its revenue mostly from acquired investment

property and equity share in an investment to associate amounting to P8.29 million in 2010 from P7.99 million in 2009.

o Net Income Growth – measures the percentage change in net income over a designated period of time. The company’s net income recorded a 21.26% increase from P3.92 million in 2009 to P4.75 million in 2010.

o Net income rate– computed as percentage of net income to revenues - measures the operating efficiency and success of maintaining satisfactory control of costs. The Company has a positive net income rate of 57.26% in 2010 from 49.04% in 2009.

o Increase in total current assets – Current assets increased by 45.02% from 5.31 million in 2009 to 7.70 million in 2010. Considerable increase is due to increase in cash.

o Increase in Investment in Associate – Investment in an associate increased by 7.21% from 89.09 million to 95.51 million due to higher net income of an associate.

There are no other significant changes in the Company's financial position (5% or more) and condition that will warrant a more detailed discussion. Further, there are no material events and uncertainties known to management that would impact or change reported financial information and condition on the Company.


There are no known trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in increasing or decreasing the Company's liquidity in any material way. There are no material off-balance sheet transactions, arrangements, obligations, and other relationships of the Company with unconsolidated entities or other persons created during the reporting period. The Company has no unusual nature of transactions or events that affects assets, liabilities, equity, net income or cash flows. There are no seasonal aspects that had a material effect on the financial condition or results of operations of the company. There are no material events subsequent to the end of the period that have not been reflected in the financial statements for the period. There are no changes in estimates of amount reported in periods of the current financial year or changes in estimates of amounts reported in prior financial years. RESULTS OF OPERATION Twelve months ended December 31, 2009 compared to Twelve months ended December 31, 2008 The Company's total revenues exhibited an increase of 7.98 million from 9.72 thousand in 2008 to 7.99 million in 2009 of the same period. Total revenues this 2009 mostly came from equity share of 6.08 million in net earnings of an associate and rental income of 1.91 million from various condominium units. Cost and expenses decreased by 70.24 million or 94.52% from 74.31 million in 2008 to 4.07 million in 2009. Major decrease in expenses is mainly due to 2008 reported loss on dilution of interest in a subsidiary. The net results of the Company shows an increase of 78.21 million or 105.27% from 74.30 million net loss in 2008 to 3.92 million net profit in 2009. FINANCIAL CONDITION As of December 31, 2009 and December 31, 2008 Current assets increased by 4.13 million or 349.38% from 1.18 million in 2008 to 5.31 million in 2009. Cash & Cash Equivalents decreased by 482.83 thousand or 81.19% from 594.68 thousand in 2008 to 111.85 thousand in 2009. Prepayments increased by 4.61 million or 785.47% from 587.14 thousand in 2008 to 5.20 million in 2009 due to input tax recognized from acquisition of investment property during the current period. Investment in associate increased by 6.08 million or 7.33% from 83.01 million in 2008 to 89.09 million in 2009. Investment property increased by 35.94 million or 8.23% from 436.85 million in 2008 to 472.79 million in 2009. Other non-current assets decreased by 57.56 million or 95.93% from 60.00 million in 2008 to 2.44 million in 2009 due to application of miscellaneous deposits as payment for the acquisition of various condominium units during the current period.


Trade & Other Payables exhibited an increase of 490.77 thousand or 80.69% from 608.25 thousand in 2008 to 1.10 million in 2009. Advances from related parties decreased by 15.81 million or 38.27% from 41.32 million in 2008 to 25.50 million in 2009 due to payment made during the current period. Material Changes in the Financial Statement Items: Increase/(Decrease) of 5% or more versus 2008 Balance Sheet Cash & Cash Equivalents. (81.19%) Decrease is due to payment of current obligations and expenditures to finance the operations. Prepayments & Other Current Assets 785.47% Increase is due to input tax recognized from acquisition of investment property during the current period. Investment in Associate 7.33% Increase due to equity share in net earnings of an associate for the current period. Investment Property - Net 8.23% Increase due to acquisition of various condominium units during the current period. Other Non-Current Assets (95.93)% Decrease due to application of a portion of company’s deposits for the acquired condominium units during the current period. Trade and other payables 80.69% Increase is mainly due to accrual of expenses for the current period. Advances from Related Parties (38.27%) Decrease due to application of a portion of company’s deposit as payment of advances during the current period. Income Statement Equity Share in Net Earnings/(Losses) of an Associate 657.82% Increase due to company reported equity share in net earnings of an associate for the current period while equity share in net loss of an associate in the previous period. Rental Income 100% Increase due to income generated from acquired investment property for the current period. Interest Income (85.07%)


Decrease due to maturity of temporary investment during the previous period. Administrative Expenses 11.64% Due to increase in operating expenditures for the current period. Cost of Rentals 100% Due to direct operating expense incurred with respect to investment property during the current period. Loss on Dilution of Interest in a Subsidiary (100%) Due to decrease in ownership in a subsidiary during the previous period. Income Tax Expense (35.60%) Decrease due to lower interest income during the period. There are no other significant changes in the Company's financial position (5% or more) and condition that will warrant a more detailed discussion. Further, there are no material events and uncertainties known to management that would impact or change reported financial information and condition on the Company. There are no known trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in increasing or decreasing the Company's liquidity in any material way. There are no material off-balance sheet transactions, arrangements, obligations, and other relationships of the Company with unconsolidated entities or other persons created during the reporting period. The Company has no unusual nature of transactions or events that affects assets, liabilities, equity, net income or cash flows. There are no seasonal aspects that had a material effect on the financial condition or results of operations of the company. There are no material events subsequent to the end of the period that have not been reflected in the financial statements for the period. There are no changes in estimates of amount reported in periods of the current financial year or changes in estimates of amounts reported in prior financial years. RESULTS OF OPERATION Six months ended June 30, 2011 Compared to Six months ended June 30, 2010 The Company's total revenues exhibited an increase of 980.88 thousand or 66.28% from 1.48 million in 2010 to 2.46 million in 2011 of the same period. Total revenues mostly came from


equity share of 1.67 million in net earnings of an associate and rental income of 755.72 thousand from various condominium units. Cost and expenses decreased by 123.21 thousand or 8.42% from 1.46 million in 2010 to 1.34 million in 2011. Decrease in expenses is mainly due to lower cost of rentals for the current period. The Company’s net income shows an increase of 1.10 million or 6651.96% from 16.60 thousand in 2010 to 1.12 million in 2011. FINANCIAL CONDITION As of June 30, 2011 and December 31, 2010 Current assets decreased by 547.96 thousand or 7.11% from 7.70 million in 2010 to 7.15 million in 2011. Cash & Cash Equivalents decreased by 1.01 million or 40.14% from 2.52 million in 2010 to 1.51 million in 2011. Prepayments and other current increased by 465 thousand or 8.98% from 5.18 million in 2010 to 5.64 million in 2011. Non-Marketable Equity Securities increased by 97.18 million or 100% while Investment in an associate decreased by 95.51 million or 100% due to dilution of ownership with an associate from 20% to 8% that resulted to reclassification of these accounts. Investment property decreased by 619.70 thousand from 471.55 million in 2010 to 470.93 million in 2011 due to its depreciation as of the current period. Trade & Other Payables exhibited a decrease of 659.02 thousand from 26.65 million in 2010 to 25.99 million in 2011 due to payment of current obligations. Advances from related parties increased by 41.63 thousand or 12.30% from 338.60 thousand in 2010 to 380.23 million in 2011 due to additional advances made as of the current period. Material Changes in the Financial Statement Items: Increase/(Decrease) of 5% or more versus 2010 Balance Sheet Cash & Cash Equivalents. (40.14%) Decrease is due to payment of current obligations and expenditures for the current period. Prepayments and Other Current Assets 8.98% Due to increase in other current assets. Non Marketable Equity Securities 100% and Investment in an Associate (100%) Increase / Decrease is due to reclassification of Investment in an Associate to Non Marketable Equity Securities Advances from Related Parties 12.30% Increase due to additional advances made for the current period. Income Statement


Equity Share in Net Earnings/Loss of an Associate 277.65% Increase due to company reported a higher equity share in net income of an associate for the current period. Rental Income (27.11%) Decrease due to lower income generated from acquired investment property for the current period. Interest Income 5,625.34% Due to interest income from temporary investment. Administrative Expenses 37.93% Due to increase in operating expenditures for the current period. Cost of Rentals (34.48%) Due to change in estimated life of investment property. Income Tax Expense 5,635.29 % Due to higher interest income recognized from for the current period KEY PERFORMANCE INDICATORS Presented below are the top five (5) key performance indicators of the Company: o Revenue Growth – The Company generated its revenue mostly from acquired investment

property and equity share in an investment to associate. The company’s revenues showed an increase of P980.88 thousand or 66.28% to P2.46 million in 2011 from P1.48 million in 2010.

o Net Income Growth – measures the percentage change in net income over a designated period of time. The company’s net results recorded a 6,651.96% increase from P16.60 thousand net income in 2010 to P1.12 million net income in 2011.


o Decrease in cost and expenses – Cost and expenses decreased by 8.42% from 1.46 million in 2010 to 1.34 million in 2011. Considerable decrease is due to decrease in cost of rentals.

o Decrease in trade and other payables – Trade and other payables decrease due to settlement of current obligations

There are no other significant changes in the Company's financial position (5% or more) and condition that will warrant a more detailed discussion. Further, there are no material events and uncertainties known to management that would impact or change reported financial information and condition on the Company.


There are no known trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in increasing or decreasing the Company's liquidity in any material way. There are no material off-balance sheet transactions, arrangements, obligations, and other relationships of the Company with unconsolidated entities or other persons created during the reporting period. The Company has no unusual nature of transactions or events that affects assets, liabilities, equity, net income or cash flows. There are no seasonal aspects that had a material effect on the financial condition or results of operations of the company. There are no material events subsequent to the end of the period that have not been reflected in the financial statements for the period. There are no changes in estimates of amount reported in periods of the current financial year or changes in estimates of amounts reported in prior financial years. Market Price of and Dividends on the Company’s Common Shares Market Information The Company’s common shares are traded on the Philippine Stock Exchange. The closing price of the said shares as of 31 August 2011 was 0.55. The trading prices of the said shares for each quarter within the last two years and subsequent interim period are set forth below:

Year First Quarter Second Quarter Third Quarter Fourth Quarter 2009 High 0.28 0.61 0.58 0.77 Low 0.16 0.20 0.40 0.40 2010 High 0.59 0.55 0.59 0.53 Low 0.43 0.45 0.46 0.43 2011 High 0.66 0.62 0.80 Low 0.45 0.48 0.45

Shareholders There are 1,648 holders of the Company’s 2,250,000,000 outstanding shares of common stock. Below is a list of the top twenty holders of the Company’s shares of common stock as of 31 August 2011.

Rank Name No. of Shares Percentage of Ownership

1 PCD Nominee Corporation (Filipino) 877,549,076 39.02% 2 Megaworld Corporation 705,834,992 31.37% 3 Emerging Market Assets Limited 235,000,000 10.44% 4 Stanley Ho Hung-Sun 116,100,000 5.16% 5 PCD Nominee Corporation (Non-Filipino) 18,575,566 .82% 6 EBC PCI TA No. 203-53106-5 17,000,000 .75% 7 Lucio L. Co 4,082,563 .18% 8 Genevieve Go 1,300,000 .05% 9 PCCI Securities Brokers Corp. 1,000,000 .04% 10 Romulo P. Ney 555,000 .02% 11 Rosendo Lim 550,000 .02%


12 Larcy Marichi Y. So &/or Hanson B. 513,700 .02% 13 Sik Keong Yap 500,000 .02% 14 Luciano H. Tan 450,000 .02%

15 Pablo N. Silva 437,499 .02% 16 Lucena B. Enriquez 420,000 .02% 17 Hanson G. So 400,000 .02% 18 Jaime Dy &/or Juliet Dy 399,000 .01% 19 Francis L. Dy &/or Ingred S. Dy 385,000 .01% 20 Peter Ty 357,000 .01%

Dividends The deficit of the Company and its cash position did not merit any declaration of dividends for the last two fiscal years. The payment of dividends in the future will depend upon the Company's earnings, cash flow and financial condition, among other factors. The Company may declare dividends only out of its unrestricted retained earnings. These represent the net accumulated earnings of the Company, with its capital unimpaired, which are not appropriated for any other purpose. The Company may pay dividends in cash, by the distribution of property, or by the issue of shares of stock. Dividends paid in cash are subject to the approval by the Board of Directors. Dividends paid in the form of additional shares are subject to approval by both the Board of Directors and at least two-thirds (2/3) of the outstanding capital stock of the shareholders at a shareholders' meeting called for such purpose. The Corporation Code prohibits stock corporations from retaining surplus profits in excess of one hundred per cent (100%) of their paid-in capital stock, except when justified by definite corporate expansion projects or programs approved by the Board of Directors, or when the corporation is prohibited under any loan agreement with any financial institution or creditor from declaring dividends without its consent, and such consent has not yet been secured, or when it can be clearly shown that such retention is necessary under special circumstances obtaining in the corporation. Recent Sales of Unregistered Securities In the past three (3) years, the Company has not undertaken any sale of unregistered or exempt securities, or issued securities constituting an exempt transaction. Compliance with Leading Practices on Corporate Governance In 2002, the Company adopted a Manual on Corporate Governance in order to institutionalize the rules and principles of good corporate governance in the entire organization in accordance with the Code of Corporate Governance promulgated by SEC. Audit Committee The Company’s Audit Committee is responsible for ensuring that all financial reports comply with internal financial management and accounting standards, performing oversight financial management functions, pre-approving all audit plans, scope and frequency and performing direct interface functions with internal and external auditors. This Committee has three members, two of whom are independent directors. An independent director serves as the head of the committee.


Compensation and Remuneration Committee The Company’s Compensation and Remuneration Committee is responsible for establishing a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors, as well as providing oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the Company’s culture, strategy and control environment. This Committee consists of three members, including at least one independent director. Nomination Committee The Company’s Nomination Committee pre-screens and shortlists all candidates nominated to become a member of the Board of Directors in accordance with qualifications prescribed by law and the Company’s Manual of Corporate Governance. This Committee has three voting members, including at least one independent director. Evaluation System The Company has designated a Compliance Officer who is tasked with monitoring compliance with the provisions of its Manual of Corporate Governance. The Compliance Officer, who is directly reporting to the Chairman of the Board, has established an evaluation system to measure or determine the level of compliance by the Company with its Manual. A Self-Rating System on Corporate Governance was implemented and submitted to SEC and PSE in July 2003. Deviations from Manual and Sanctions Imposed In 2009, the Company substantially complied with its Manual of Corporate Governance and did not materially deviate from its provisions. No sanctions have been imposed on any director, officer or employee on account of non compliance. Plan to Improve Corporate Governance Pursuant to SEC Memorandum Circular No. 6, Series of 2009, the Company has revised its Manual of Corporate Governance to make its provision complaint with the Revised Code of Corporate Governance. Among the measures undertaken by the Company in order to fully comply with the provisions of the leading practices on good corporate governance adopted in its Manual on Corporate Governance are monitoring and evaluation of the internal control system for corporate governance. The Company likewise maintains an active website where its Annual Reports, Quarterly Reports, Financial Statements and other disclosures are uploaded for easy access and reference by the investing public. The Company is committed to good corporate governance and continues to improve and enhance the evaluation system for purposes of determining the level of compliance by the Company with its Manual on Corporate Governance.

UNDERTAKING The Company undertakes to provide without charge to a stockholder a copy of the Annual Report on SEC Form 17-A upon written request address to ROLANDO D. SIATELA, Corporate Secretary and Information Officer, Suntrust Home Developers, Inc., 6/F World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City.

Suntrust Home Developers, Inc.

SEC Supplementary Schedules1

December 31, 2010

Table of Contents

Schedule Description Page No.

A Marketable Securities - (Current Marketable Equity Securities and Other Short-Term Cash Investments) N/A

B Amounts Receivable from Directors, Officers, Employees, Related Parties,and Principal Stockholders (Other than Affiliates) N/A

C Noncurrent Marketable Equity Securities, Other Long-Term Investmentsin Stock and Other Investments 1

D Indebtedness of Unconsolidated Subsidiaries and Affiliates N/A

E Intangible Assets - Other Assets N/A

F Long-Term Debt N/A

G Indebtedness to Affiliates and Related Parties (Short-term Advances) 2

H Guarantees of Securities of Other Issuers N/A

I Capital Stock 3

Supplementary Schedule to Parent Financial Statements(SEC Circular 11)

Reconciliation of Company Retained Earnings for Dividend Declaration 4

Note : N/A - Not Applicable

1 Under SEC Rule 68.1, public companies are required to submit only the schedules that are relevant to thecompany considering the specific requirements for each schedule.

Name of Issuing entity and description of Investee 1

Percentage of Ownership

Number of shares or principal

amount of bonds and notes 2

Amount in Peso

Equity in earnings (losses) of investee for the

period 3

OtherDistribution of

earnings by investees 5

Other 6

Number of shares or principal

amount of bonds and notes 2

Amount in Peso 7

Dividends received from

investments not accounted for by

the equity method

Investment in Associate at Equity

Suntrust Properties, Inc. (SPI) 20% 78,749,992 89,085,995 P 6,424,478 P - - - 78,749,992 95,510,473 P 0

1

2

3

4

5

6

7

1

Beginning Balance Additions Deductions Ending Balance


Non-Current Marketable Equity Securities, Other Long-Term Investments in Stock, and Other InvestmentsDecember 31, 2010

Schedule C

Group separately securities of (a) unconsolidated subsidiaries and (b) other affiliates and (c) other companies, the investment in which is accounted for by the equity method. State separately investments in individual affiliates which, when considered with related advances, exceed two per cent of total assets. Disclose the percentage of ownership interest represented by the shares if material

Disclose the percentage of ownership interest represented by the shares if material.

The total of this column shall correspond to the amount of the related income statement caption.

Briefly describe each item. Explain if the cost represents other than a cash expenditure.

As to any dividends other than in cash, state the basis on which they have been taken up in the accounts, and the justifications for such treatment. If any such dividends received from affiliates have been credited in an amountdifferent from that charged to retained earnings by the disbursing company, state the amount of differences and explain.

Briefly describe each item and state: (a) cost of securities sold and how determined; (b) amount received (if other than cash, explan); and disposition of resulting profit or loss.

The totals in this column shall correspond to the related balance sheet captions.

P P P

Name of related party 1 Balance at beginning of period

Balance at end of period 2

Megaworld Corporation - 338,598

Empire East Land Holdings, Inc. 25,503,746 -

Total 25,503,746 P 338,598 P

1

2


December 31, 2010Indebtedness to Related Parties (Short-term advances)

Schedule G

2

The affiliates named shall be grouped as in Schedule D. The information called for shall be stated separately for any persons whose investmentswere shown separately in such related schedule.

For each affiliates named in the first column, explain in a note hereto the nature and purpose of any material increase during the period that is inexcess of 10 percent of the related balance at either the beginning or end of the period.

Title of Issue 2 Number of shares authorized

Number of shares issued and outstanding as shown under the

related balance sheet caption

Number of shares reserved for options,

warrants, coversion and other rights

Related parties 3Directors,

officers and employees

Others

Common 3,000,000,000 2,250,000,000 - 768,334,992 7 1,481,665,001

1

2

3


3

Number of shares held by

Capital Stock1

December 31, 2010

Schedule I

Indicate in a note any significant changes since the date of the last balance sheet filed.

Include in this column each type of issue authorized.

Affiliates referred to include affiliates for which separate financial statements are filed and those included in consolidated financial statements, other than the issuer of the particular security.

TOTAL DEFICIENCY, BEGINNING 1,956,320,485 )( P

Net Profit During the Year Closed to Retained Earnings 4,749,928

Reconciling items: -

Net Profit (Loss) Actually Incurred During The Year 4,749,928

TOTAL DEFICIENCY, END 1,951,570,557 )( P

4

SUNTRUST HOME DEVELOPERS, INC.6th Floor, The World Centre Building, 330 Sen. Gil Puyat Avenue, Makati CityReconciliation of Company Retained Earnings for Cash Dividend Declaration

December 31, 2010

FINANCIAL STATEMENTS


June 30, 2011

Unaudited AuditedJune 30, 2011 December 31, 2010

A S S E T S

CURRENT ASSETS Cash and Cash Equivalents 1,510,506 2,523,456 Prepayments & Other Current Assets 5,643,302 5,178,307

Total Current Assets 7,153,808 7,701,763

NON-CURRENT ASSETSNon-marketable equity securities 97,181,433 -

Investment in an associate - 95,510,473 Investment Property - net 470,932,041 471,551,742

Total Non-current Assets 568,113,474 567,062,215

TOTAL ASSETS 575,267,282 574,763,978

LIABILITIES AND EQUITY

CURRENT LIABILITIES Trade and other payables 25,988,432 26,647,449 Advances from related parties 380,229 338,598 Provision 436,848,488 436,848,488

Total Liabilities 463,217,149 463,834,535

EQUITY Capital Stock 2,062,500,000 2,062,500,000 Deficit (1,950,449,867) (1,951,570,557)

Total Equity 112,050,133 110,929,443

TOTAL LIABILITIES AND EQUITY 575,267,282 574,763,978

See Notes to Financial Statements.

SUNTRUST HOME DEVELOPERS, INC. STATEMENTS OF FINANCIAL POSITION

JUNE 30, 2011 AND DECEMBER 31, 2010(Amounts in Philippine Pesos)

Unaudited Unaudited Unaudited UnauditedApril 1 - June 30 Jan 1 - Jun 30 April 1 - June 30 Jan 1 - Jun 30

REVENUESEquity share in net earnings of an associate - 1,670,960 P 442,460 P 442,460 P Rental Income 586,003 755,717 483,941 1,036,862 Interest income from banks 28,623 34,123 378 596

614,626 2,460,800 926,779 1,479,918

COSTS AND EXPENSESAdministrative expenses 355,342 713,584 213,516 517,342

Cost of rentals 309,851 619,701 472,930 945,859

Equity share in net losses of an associate (69,215) - Income tax expense 5,725 6,825 (1,524) 119

670,918 1,340,110 615,707 1,463,320

NET INCOME (LOSS) FOR THE YEAR (56,292)P 1,120,690 P 311,072 P 16,598 P

EARNINGS PER SHARE 0.00050 P 0.00001 P

2011 2010

SUNTRUST HOME DEVELOPERS, INC. STATEMENTS OF INCOME

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010(Amounts in Philippine Pesos)

Unaudited UnauditedJune 30, 2011 June 30, 2010

CAPITAL STOCK - P1.00 par valueAuthorized to issue 3,000,000,000 shares 2,062,500,000 2,062,500,000

DEFICITBalance, beginning of year (1,951,570,557) (1,956,320,485)Net profit (loss) for the year 1,120,690 16,598

Balance at end of year (1,950,449,867) (1,956,303,887)

TOTAL EQUITY 112,050,133 106,196,113

SUNTRUST HOME DEVELOPERS INC.STATEMENTS OF CHANGES IN EQUITY

JUNE 30, 2011 AND JUNE 30, 2010

-See Notes to Financial Statements-

Unaudited UnauditedJune 30, 2011 June 30, 2010

CASH FLOWS FROM OPERATING ACTIVITIESProfit (loss) before tax 1,127,515 16,717 Adjustments for:

Depreciation 619,701 945,859 Equity share in net (earnings)losses of an associate (1,670,960) (442,460) Interest Income (34,123) (596)

Operating Loss before working capital changes 42,133 519,520 Increase in prepayments and other current assets (464,995) (103,308) Decrease in trade & other payables (659,017) (675,187)

Cash generated from (used in) operations (1,081,879) (258,975) Cash paid for taxes (6,825) (119)

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (1,088,704) (259,094)

CASH FLOWS FROM INVESTING ACTIVITIES 34,123 901,311

CASH FLOWS FROM FINANCING ACTIVITIES 41,631 -

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS (1,012,950) 642,217

CASH & CASH EQUIVALENTS - BEGINNING 2,523,456 111,847

CASH & CASH EQUIVALENTS - ENDING 1,510,506 754,064

SUNTRUST HOME DEVELOPERS, INC. STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

-See Notes to Financial Statements-

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SUNTRUST HOME DEVELOPERS, INC. NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (Amounts in Philippine Pesos)

1. CORPORATE INFORMATION

Suntrust Home Developers, Inc. (the Company) was incorporated in the Philippines to primarily engage in real estate development. The Company is a publicly listed entity in the Philippine Stock Exchange. As of June 30, 2011 and December 31, 2010, Megaworld Corporation (Megaworld), also a publicly listed Company, is the major stockholder with 42.48% ownership interest in the Company. The registered office of the Company, which is also its principal place of business, is located at the 6th Floor, The World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City. The Company’s administrative functions are being handled by Megaworld. The financial statements have been prepared on a going concern basis since Megaworld commits to provide continuing financial support for its operating expenses until such time that the Company is able to successfully re-start its commercial operations as a real estate developer.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies that have been used in the preparation of these financial statements are summarized in the succeeding paragraphs. The policies have been consistently applied to all periods presented, unless otherwise stated.

2.1 Basis of Preparation of Financial Statements

(a) Statement of Compliance with Philippine Financial Reporting Standards

The financial statements of the Company have been prepared in accordance with Philippine Financial Reporting Standards (PFRS). PFRS are adopted by the Financial Reporting Standards Council (FRSC) from the pronouncements issued by the International Accounting Standards Board.

The financial statements have been prepared using the measurement bases specified by PFRS for each type of assets, liabilities, income and expense. The measurement bases are more fully described in the accounting policies that follow.

(b) Presentation of Financial Statements

The financial statements are presented in accordance with Philippine Accounting Standard (PAS) 1 (Revised 2007), Presentation of Financial Statements. The Company presents all items of income and expense in the statement of income. Two comparative periods are presented for the statement of financial position when the Company applies an accounting policy retrospectively, makes a retrospective restatement of items on its financial statements, or reclassifies items in the financial statements.

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(c) Functional and Presentation Currency

These financial statements are presented in Philippine pesos, the Company’s functional and presentation currency, and all values represent absolute amounts except when otherwise indicated.

Items included in the financial statements of the Company are measured using its functional currency, the currency of the primary economic environment in which the entity operates.

2.2 Adoption of New Interpretations, Revisions and Amendments to PFRS

(a) Effective in 2011 that are Relevant to the Company

There are new PFRS, revisions, amendments, annual improvements and interpretations to existing standards that are effective for periods subsequent to 2010. Management has initially determined the following pronouncements, which the Company will apply in accordance with their transitional provisions, to be relevant to its financial statements: (i) Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments

(effective on or after July 1, 2010). It addresses accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a creditor to extinguish all or part of the financial liability. These transactions are sometimes referred to as “debt for equity” exchanges or swaps, and have happened with increased regularity during the financial crisis. The interpretation requires the debtor to account for a financial liability which is extinguished by equity instruments as follows:

the issue of equity instruments to a creditor to extinguish all (or part of a financial

liability) is consideration paid in accordance with PAS 39;

the entity measures the equity instruments issued at fair value, unless this cannot be reliably measured;

if the fair value of the equity instruments cannot be reliably measured, then the fair value of the financial liability extinguished is used; and,

the difference between the carrying amount of the financial liability extinguished and the consideration paid is recognized in profit or loss. Management has determined that the adoption of the interpretation will not have a material effect on it financial statements as management does not anticipate to extinguish financial liabilities through equity swap in the subsequent periods.

(ii) 2010 Annual Improvements to PFRS. The FRSC has adopted the Improvements to Philippine Financial Reporting Standards 2010 (the 2010 Improvements). Most of these amendments became effective for annual periods beginning on or after July 1, 2010, or January 1, 2011. The 2010 Improvements amend certain provisions of PFRS 3 (Revised 2008), clarify presentation of the reconciliation of each of the components of other comprehensive income and clarify certain disclosure requirements for financial instruments. The Company’s preliminary assessments indicate that the 2010 Improvements will not have a material impact on its financial statements.

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(b) Effective Subsequent to 2011

(i) PFRS 7 (Amendment), Financial Instruments: Disclosures (effective for annual periods beginning on or after July 1, 2011). The amendments will allow users of financial statements to improve their understanding of transfer transactions of financial assets (e.g., securitizations), including understanding the possible effects of any risks that may remain with the entity that transferred the assets. The amendments also require additional disclosures if a disproportionate amount of transfer transactions are undertaken at the end of a reporting period. The Company believes that adoption of the amendments in 2012 will not have any significant effect on its financial statements as they only affect disclosures and the Company usually provides adequate information in its financial statements in compliance with disclosure requirements.

(ii) PFRS 9, Financial Instruments (effective from January 1, 2013). PAS 39 will be replaced by

PFRS 9 in its entirety which is being issued in phases. The main phases are (with a separate project dealing with derecognition):

Phase 1: Classification and Measurement

Phase 2: Impairment Methodology Phase 3: Hedge Accounting

To date, the chapters dealing with recognition, classification, measurement and derecognition of financial assets and liabilities have been issued. These chapters are effective for annual periods beginning January 1, 2013. Other chapters dealing with impairment methodology and hedge accounting are still being finalized.

Management is yet to assess the impact that this amendment is likely to have on the financial statements of the Company. However, it does not expect to implement the amendments until all chapters of PFRS 9 have been published at which time the Company expects it can comprehensively assess the impact of the revised standard.

2.3 Investment in an Associate

An associate is an entity over which the Company is able to exert significant influence but which is neither a subsidiary nor an interest in a joint venture. Investment in an associate is initially recognized at cost and subsequently accounted for using the equity method.

Changes resulting from the profit or loss generated by the associate are shown as Equity in Net Earnings (Losses) of an Associate in the Company’s statement of income and therefore affect the net results of the Company. Changes resulting from other comprehensive income of the associate or items recognized directly in the associate’s equity are recognized in other comprehensive income or equity of the Company, as applicable. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognize further losses, unless it has commitments, has incurred obligations or made payments on behalf of the associate.

2.4 Financial Assets

Financial assets are recognized when the Company becomes a party to the contractual terms of the

financial instrument. Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories: financial assets at fair value through profit or

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loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired.

Regular purchases and sales of financial assets are recognized on their trade date. All financial assets

that are not classified as at fair value through profit or loss are initially recognized at fair value plus any directly attributable transaction costs. Financial assets carried at fair value through profit or loss are initially recorded at fair value and transaction costs related to it are recognized in profit or loss.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Company provides money, goods or services directly to a debtor with no intention of trading the receivables. They are included in current assets, except for maturities greater than 12 months after the end of reporting period which are classified as non-current assets. Loans and receivables are subsequently measured at amortized cost using the effective interest method, less impairment loss, if any. Any change in their value is recognized in profit or loss. Impairment loss is provided when there is objective evidence that the Company will not be able to collect all amounts due to it in accordance with the original terms of the receivables. The amount of the impairment loss is determined as the difference between the assets’ carrying amount and the present value of estimated cash flows. Non-compounding interest, dividend income and other cash flows resulting from holding financial assets are recognized in profit or loss when earned, regardless of how the related carrying amount of financial assets is measured. Derecognition of financial assets occurs when the rights to receive cash flows from the financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. 2.5 Investment Property

Investment property consists of condominium units and land held for capital appreciation. Condominium units are stated at cost, less accumulated depreciation and any accumulated impairment losses, while land is stated at cost less accumulated impairment losses, if any. Depreciation of condominium units is computed on a straight-line basis over the estimated useful life of 30 years (see Note 3.2). An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (see Note 2.10). Any gain or loss on the retirement or disposal of an investment property is recognized in profit or loss in the year of retirement disposal. Investment property is derecognized upon disposal or when permanently withdrawn from use and no future economic benefit is expected from its disposal.

2.6 Financial Liabilities

Financial liabilities include trade and other payables and advances from related parties. Financial liabilities are recognized when the entity becomes a party to the contractual terms of the instrument. All interest-related charges are recognized as an expense under the caption Finance Costs in the statement of income.

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Trade and other payables and advances from related parties are recognized initially at their fair value and subsequently measured at amortized cost. Financial liabilities are derecognized from the statement of financial position only when the obligations are extinguished either through discharge, cancellation or expiration.

2.7 Provisions and Contingencies Provisions are recognized when present obligations will probably lead to an outflow of economic resources and they can be estimated reliably even if the timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive commitment that has resulted from past events. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the end of the reporting period, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. When time value of money is material, long-term provisions are discounted to their present values using a pretax rate that reflects market assessments and the risks specific to the obligation. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. In those cases where the possible outflow of economic resource as a result of present obligations is considered improbable or remote, or the amount to be provided for cannot be measured reliably, no liability is recognized in the financial statements. Similarly, possible inflows of economic benefits to the Company that do not yet meet the recognition criteria of an asset are considered contingent assets, hence, are not recognized in the financial statements. On the other hand, any reimbursement that the Company can be virtually certain to collect from a third party with respect to the obligation is recognized as a separate asset not exceeding the amount of the related provision.

2.8 Revenue and Expense Recognition Revenue comprises revenue from the rental of investment property measured by reference to the fair value of consideration received or receivable by the Company, excluding value-added tax (VAT). Revenue is recognized to the extent that the revenue can be reliably measured; it is probable that the economic benefits will flow to the Company; and the costs incurred or to be incurred can be measured reliably. In addition, the following specific recognition criteria must also be met before revenue is recognized: (a) Rental income – Revenue is recognized on a straight-line basis over the duration of the lease term.

(b) Interest – Revenue is recognized as the interest accrues taking into account the effective yield on the

asset.

Cost and expenses are recognized in profit or loss upon utilization of goods or services or at the date they are incurred.

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2.9 Leases – Company as Lessor

Leases which do not transfer to the lessee substantially all the risks and benefits of ownership of the asset are classified as operating leases. Lease income from operating leases is recognized in profit or loss on a straight-line basis over the lease term.

The entity determines whether an arrangement is, or contains a lease based on the substance of the arrangement. It makes an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

2.10 Impairment of Non-financial Assets The Company’s investment in an associate and investment property are subject to impairment testing. All other individual assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment loss is recognized for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use, based on an internal evaluation of discounted cash flow. All assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist and the carrying amount of the asset is adjusted to the recoverable amount resulting in the reversal of the impairment loss.

2.11 Income Taxes Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity, if any.

Current tax assets or liabilities comprise those claims from, or obligations to, fiscal authorities relating to the current or prior reporting period, that are uncollected or unpaid at the reporting period. They are calculated using the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the year. All changes to current tax assets or liabilities are recognized as a component of tax expense in profit or loss.

Deferred tax is provided, using the liability method on temporary differences at the end of the reporting period between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes. Under the liability method, with certain exceptions, deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences and the carryforward of unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deferred income tax asset can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled provided such tax rates have been enacted or substantively enacted at the end of the reporting period.

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Most changes in deferred tax assets or liabilities are recognized as a component of tax expense in profit or loss. Only changes in deferred tax assets or liabilities that relate to items recognized in other comprehensive income or directly in equity are recognized in other comprehensive income or directly in equity.

2.12 Related Party Transactions

Related party transactions are transfers of resources, services or obligations between the Company and its related parties, regardless whether a price is charged.

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. This includes: (a) individuals owning, directly or indirectly through one or more intermediaries, control or are controlled by, or under common control with the Company; (b) associates; and (c) individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company and close members of the family of any such individual.

In considering each possible related party relationship, attention is directed to the substance of the relationship and not merely on the legal form.

2.13 Equity Capital stock represents the nominal value of shares that have been issued. Subscription receivable represents the unpaid portion of the subscribed capital stock due from stockholders. Deficit includes all current and prior period results of operations as disclosed in the statement of income. 2.14 Earnings or Loss Per Share Basic earnings or loss per share is computed by dividing net income or loss by the weighted average number of common shares subscribed and issued during the year adjusted retroactively for any stock dividend, stock split or reverse stock split declared in the current year, if any. Diluted earnings or loss per share is computed by adjusting the weighted average number of ordinary shares outstanding to assume conversion of dilutive potential shares. The Company does not have dilutive potential shares outstanding, thus, dilutive earnings per share is equal to the basic earnings per share.

3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

The Company’s financial statements prepared in accordance with PFRS require management to make judgments and estimates that affect amounts reported in the financial statements and related notes. Judgments and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may ultimately differ from these estimates:

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3.1 Critical Management Judgments in Applying Accounting Policies

In the process of applying the Company’s accounting policies, management has made the following judgments, apart from those involving estimation, which have the most significant effect on the amounts recognized in the financial statements. (a) Distinction Between Investment Properties and Owner-managed Properties

The Company determines whether a property qualifies as investment property. In making its judgment, the entity considers whether the property generates cash flows largely independently of the other assets held by an entity. Owner-occupied properties generate cash flows that are attributable not only to property but also to other assets used in the production or supply process. (b) Operating and Finance Leases The Company has entered into various lease agreements. Critical judgment was exercised by management to distinguish each lease agreement as either an operating or finance lease by looking at the transfer or retention of significant risk and rewards of ownership of the properties covered by the agreements. Failure to make the right judgment will result in either overstatement or understatement of assets and liabilities. (c) Provisions and Contingencies Judgment is exercised by management to distinguish between provisions and contingencies. Accounting policies on provisions and contingencies are discussed in Note 2.7 and relevant disclosures are presented in Note 5. 3.2 Key Sources of Estimation Uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year: (a) Useful Life of Condominium Units (presented under Investment Property)

The Company estimates the useful life of its condominium units based on the period over which the assets are expected to be available for use. The estimated useful life of these assets are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the assets.

In 2010, the Company reviewed the estimated useful life of its investment properties. As a result, the estimated useful life of its investment properties was extended from 20 years to 30 years which management believes is a more reasonable estimation of the period over which the investment properties are expected to be available for use, based on management’s collective assessment of industry practice, technical evaluation and experience with similar assets as at December 31, 2010. The effect of this change in accounting estimate, recognized in profit or loss prospectively, decreased the amount of annual depreciation charges in 2010 and subsequent years by P0.7 million.

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(b) Impairment of Non-financial Assets The Company’s policy on estimating the impairment of non-financial assets is discussed in detail in Note 2.10. Though management believes that the assumptions used in the estimation of fair values reflected in the financial statements are appropriate and reasonable, significant changes in these assumptions may materially affect the assessment of recoverable values and any resulting impairment loss could have a material adverse effect on the results of operations. Based on management’s assessment, there were no impairment losses as of the end of the reporting periods.

4. INVESTMENT IN AN ASSOCIATE

In 2008, SPI increased its authorized capital stock from 200 million shares to 500 million shares. Out of this increase, 262.5 million shares of stock at P1 par value were subscribed and paid-up by another related party. The Company did not exercise its right of pre-emption with regard to the increase in SPI’s authorized capital stock resulting in the decrease in its ownership interest in SPI from 60% to 20%. This resulted in a loss on dilution of ownership interest in SPI amounting to P51.1 million, which is included as part of Loss on Dilution of Interest in a Subsidiary account in the 2008 statement of income. Because of this, the accounts of SPI were deconsolidated from the Company’s financial statements in 2008 and the investment was reclassified to the Investment in an Associate account. The Company’s investment in SPI is then accounted for using the equity method. Subsequent to this transaction, an impairment loss amounting to P20.2 million was recognized which was estimated based on the amount paid by the buyer of SPI’s shares as fair value reference which is lower than the remaining carrying value of the investment in SPI. On March 25, 2011, the SEC approved SPI’s application for the increase in its capital stock, in which MC was the only subscriber to the new SPI shares. MC infused P562.1 million into SPI thereby increasing SPI’s subscribed capital stock from P399.75 million to P955.81 million. As a result of the SPI’s issuance of additional common shares, the Company’s ownership in SPI decreased from 20% to 8%. The company’s investment in SPI is now accounted for as a Non-Marketable Securities.

5. COMMITMENTS AND CONTINGENCIES There are other commitments and contingent liabilities that may arise in the normal course of the

Company’s operations that are not reflected in the accompanying financial statements. Management is of the opinion that losses, if any, from these items will not have a material effect on the Company’s financial statements.

6. RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company is exposed to a variety of financial risks in relation to financial instruments. The Company’s risk management is coordinated with the BOD and focuses on actively securing the Company’s short-to medium-term cash flows by minimizing the exposure to financial markets. The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The financial risks to which the Company is exposed to are described below.

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6.1 Credit Risk

Credit risk is the risk that counterparty fails to discharge an obligation to the Company. Generally, the maximum credit risk exposure of financial assets is the carrying amount of the financial assets as shown on the face of the statements of financial position under Cash and Advances to Officers and Employees (presented under Prepayments and Other Current Assets) in the statement of financial position. The Company is also exposed to credit risk to the extent of financial guarantee provided in a prior year to a co-venturer. None of the financial assets are secured by collateral or other credit enhancements. The credit risk for cash is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. 6.2 Liquidity Risk

The Company manages its liquidity needs by carefully monitoring cash outflows due in a day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 6-month and one-year period are identified monthly. The Company maintains cash to meet its liquidity requirements for up to 60-day periods. Excess cash is invested in time deposits or short-term marketable securities. As at June 30, 2011 and December 31, 2010, the Company’s trade and other payables amounting to P25.99 million and P26.65 million, respectively, have contractual maturities of within six months after the end of the reporting period. These contractual maturities reflect the gross cash flows, which may differ from the carrying values of the liabilities at the end of the reporting period.

7. CAPITAL MANAGEMENT OBJECTIVES, POLICIES AND PROCEDURES

The Company’s capital management objectives are:

To ensure the Company’s ability to continue as a going concern; and, To provide an adequate return to shareholders in the future.

The Company does not have direct outside borrowings; hence, it is not subject to externally imposed capital requirements. The Company also monitors capital on the basis of the carrying amount of equity as presented on the statement of financial position. It sets the amount of capital in proportion to its overall financing structure, i.e., equity and financial liabilities. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2011 vs. 2010 RESULTS OF OPERATION Six months ended June 30, 2011 Compared to Six months ended June 30, 2010 The company's total revenues exhibited an increase of 980.88 thousand or 66.28% from 1.48 million in 2010 to 2.46 million in 2011 of the same period. Total revenues mostly came from equity share of 1.67 million in net earnings of an associate and rental income of 755.72 thousand from various condominium units. Cost and expenses decreased by 123.21 thousand or 8.42% from 1.46 million in 2010 to 1.34 million in 2011. Decrease in expenses is mainly due to lower cost of rentals for the current period. The company’s net income shows an increase of 1.10 million or 6651.96% from 16.60 thousand in 2010 to 1.12 million in 2011. FINANCIAL CONDITION As of June 30, 2011 and December 31, 2010 Current assets decreased by 547.96 thousand or 7.11% from 7.70 million in 2010 to 7.15 million in 2011. Cash & Cash Equivalents decreased by 1.01 million or 40.14% from 2.52 million in 2010 to 1.51 million in 2011. Prepayments and other current increased by 465 thousand or 8.98% from 5.18 million in 2010 to 5.64 million in 2011. Non-Marketable Equity Securities increased by 97.18 million or 100% while Investment in an associate decreased by 95.51 million or 100% due to dilution of ownership with an associate from 20% to 8% that resulted to reclassification of these accounts. Investment property decreased by 619.70 thousand from 471.55 million in 2010 to 470.93 million in 2011 due to its depreciation as of the current period. Trade & Other Payables exhibited a decrease of 659.02 thousand from 26.65 million in 2010 to 25.99 million in 2011 due to payment of current obligations. Advances from related parties increased by 41.63 thousand or 12.30% from 338.60 thousand in 2010 to 380.23 million in 2011 due to additional advances made as of the current period.

Material Changes in the Financial Statement Items: Increase/(Decrease) of 5% or more versus 2010 Balance Sheet Cash & Cash Equivalents. (40.14%) Decrease is due to payment of current obligations and expenditures for the current period. Prepayments and Other Current Assets 8.98% Increase is due to increase on other current assets. Non Marketable Equity Securities 100% and Investment in an Associate (100%) Increase / Decrease is due to reclassification of Investment in an Associate to Non Marketable Equity Securities Advances from Related Parties 12.30% Increase due to additional advances made for the current period. Income Statement Equity Share in Net Earnings/Loss of an Associate 277.65% Increase due to company reported a higher equity share in net income of an associate for the current period. Rental Income (27.11%) Decrease due to lower income generated from acquired investment property for the current period. Interest Income 5,625.34% Due to interest income from temporary investment. Administrative Expenses 37.93% Due to increase in operating expenditures for the current period. Cost of Rentals (34.48%) Due to change in estimated life of investment property. Income Tax Expense 5,635.29 % Due to higher interest income recognized from for the current period

KEY PERFORMANCE INDICATORS Presented below are the top five (5) key performance indicators of the Company: o Revenue Growth – The Company generated its revenue mostly from acquired

investment property and equity share in an investment to associate. The company’s revenues showed an increase of P980.88 thousand or 66.28% to P2.46 million in 2011 from P1.48 million in 2010.

o Net Income Growth – measures the percentage change in net income over a designated period of time. The company’s net results recorded a 6,651.96% increase from P16.60 thousand net income in 2010 to P1.12 million net income in 2011.


o Decrease in cost and expenses – Cost and expenses decreased by 8.42% from 1.46 million in 2010 to 1.34 million in 2011. Considerable decrease is due to decrease in cost of rentals.

o Decrease in trade and other payables – Trade and other payables decrease due to settlement of current obligations

There are no other significant changes in the Company's financial position (5% or more) and condition that will warrant a more detailed discussion. Further, there are no material events and uncertainties known to management that would impact or change reported financial information and condition on the Company. There are no known trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in increasing or decreasing the Company's liquidity in any material way. There are no material off-balance sheet transactions, arrangements, obligations, and other relationships of the Company with unconsolidated entities or other persons created during the reporting period. The Company has no unusual nature of transactions or events that affects assets, liabilities, equity, net income or cash flows. There are no seasonal aspects that had a material effect on the financial condition or results of operations of the company. There are no material events subsequent to the end of the period that have not been reflected in the financial statements for the period. There are no changes in estimates of amount reported in periods of the current financial year or changes in estimates of amounts reported in prior financial years.

MINUTES OF THE ANNUAL MEETING OF STOCKHOLDERS OF SUNTRUST HOME DEVELOPERS, INC.

26 October 2010 The Richmonde Hotel located at No. 21 San Miguel Avenue corner

Lourdes Street, Ortigas Center, Pasig City, Metro Manila

I. CALL TO ORDER

The presiding officer, Mr. FERDINAND B. MASI, called the meeting to order at 9:00 a.m. II. CERTIFICATION OF NOTICE AND QUORUM

The Assistant Corporate Secretary, MA. VICENTA S. JALANDONI, informed the body that, based on the certification of the Corporation’s stock transfer agent, all notices of the Annual Meeting had been sent to all stockholders of the Corporation as of 24 September 2010 the record date of the Annual Meeting. The Corporate Secretary likewise certified that there existed a quorum for the transaction of business for the Annual Meeting, there being present, as of 8:45 a.m., stockholders holding 1,204,891,006 shares of common stock of the Corporation representing 53.55% of the subscribed and outstanding capital stock of the Corporation. III. APPROVAL OF MINUTES OF PREVIOUS ANNUAL MEETING

Upon motion made and duly seconded, the reading of the Minutes of the Annual Stockholders’ Meeting held last 26 October 2009 was dispensed with as copies thereof had earlier been furnished to all stockholders of record of the Company. Thereafter, upon motion made and duly seconded, the Minutes of the Annual Stockholders’ Meeting held last 26 October 2010 were approved.

IV. REPORT OF MANAGEMENT The Chairman of the Board, Mr. FERDINAND B. MASI, delivered the management report for the year 2010: Your Company achieved positive results for last year as it benefited from the recovery of the real estate sector. From the equity share in the earnings of its associate, Suntrust Properties, Inc. (SPI), and rental income generated by its investment property, your Company recorded a net income in 2009 erasing the net loss in 2008. Since 1997, SPI has led the way in providing affordable quality homes and master-planned communities in strategic locations. Combining well-thought-out designs which focus on space saving and functionality features, SPI delivers a high standard of comfort and style customized to the needs of low-to-moderate income Filipino families making it the developer of choice in the affordable housing segment. SPI’s flagship project, Governor Hills, is an 89-hectare development in General Trias, Cavite composed of single-detached, duplex, and triplex homes. It has its own business-commercial center and an impressive array of amenities including a clubhouse, swimming pool, multi-purpose court and landscaped walkways. Sta. Rosa Heights,

another township project in Silang, Cavite, is a 25-hectare development featuring Spanish-themed homes and has a sprawling clubhouse, viewing deck, basketball court, jogging path, picnic areas, and infinity pool as part of its amenities. SPI’s latest developments include Cybergreens in General Trias, Cavite, which offers modern community living features such as underground electric cables, telephone, broadband-ready service lines, a wi-fi ready gazebo, and a CCTV-camera enabled guard house; The Mandara, a 14-hectare development in Silang, Sta. Rosa launched in October 2009, which offers the best of two worlds as it is near the booming business district of Sta. Rosa, Laguna, where shopping malls, leisure centers, and business complexes abound, and the cool air of Tagaytay where you can relax and enjoy fun activities such as hiking, nature-tripping and horseback riding; and Suntrust Sentosa, a 21.9-hectare subdivision in Calamba, Laguna featuring bungalow duplex houses, which was just launched this August and offers the convenience of being near schools, colleges and factories and major industrial parks in Calamba. Not content with horizontal developments, SPI ventured into multi-tower condominium projects in strategic locations in the City of Manila. These include the UN Gardens near United Nations Avenue, a six-tower gated community which is now sold out; the Suntrust Adriatico Gardens, located along Adriatico Street and beside Harrison Plaza, which is a three-tower gated community with quick access to the LRT-1 Quirino Station and major universities such as De La Salle University and UP Manila; and the Suntrust Parkview, a six-tower gated community which is across SM City Manila and near the Manila City Hall. The Suntrust Parkview complex is near the LRT-1 Central Station, the Pasig River-Quezon Bridge ferry station and the University Belt area and will also house the new headquarters of the Boy Scouts of the Philippines. In 2009, your Company's total revenues increased to PhP7.99 million from PhP9.72 thousand in 2008, representing an increase of about PhP7.98 million. The major contributors to the increase in revenue were the Company’s equity share of PhP6.08 million in the net earnings of SPI and the rental income of PhP1.91 million from condominium units that it was able to lease out. Your Company was also able to effectively manage costs and expenses as these were reduced to PhP4.07 million in 2009 from PhP74.31 million in 2008, or a decrease of about PhP70.24 million. As a result, management is pleased to report that your Company recorded a PhP3.92 million net profit in 2009 from a PhP74.30 million net loss in 2008, representing a 105.27% increase in net profit. Your Company remains confident of continuing its successful performance and even improving on the growth achieved last year as SPI continues to deliver results and its investment property continues to generate rental income. It is also on the look-out for investment opportunities in other business areas and is studying the feasibility of acquiring a property management company to complement its existing real estate development business. This would allow your Company to be involved in all aspects of real estate operations, from development until property management and ensure that its buyers are continually serviced even after they have fully paid for their property.

V. OPEN FORUM Question 1: As a small time investor, I would like to know the results of the Company for the 3rd Quarter.

Mr. Masi : As I have mentioned in my speech starting end of 3rd Quarter, the company was stabilize and we are looking forward for this to sustain up to the end of this year and hopefully until next year. Question 2 : Since the Company is doing well, when can we expect the declaration of cash dividends? Mr. Masi : Well, probably we can expect declaration of cash dividends in the future since the company is continuing its successful performance. VI. APPOINTMENT OF INDEPENDENT AUDITORS

Upon motion made and duly seconded, the stockholders approved the following resolution: “RESOLVED, that the Punongbayan and Araullo be appointed as the independent auditors of the Corporation for the year 2010.” VII. RATIFICATION OF ACTS OF THE BOARD OF DIRECTORS AND MANAGEMENT FOR THE YEAR 2010

Upon motion made and duly seconded, the stockholders approved the following

resolution: “RESOLVED, that all acts of the Board of Directors and Management for the year 2010 be ratified.” VIII. ELECTION OF DIRECTORS

Upon motion made and duly seconded, the following were nominated to the Board of Directors: Ferdinand B. Masi, Evelyn G. Cacho, Giancarlo C. Ng, Felizardo T. Sapno and Ma. Vicenta S. Jalandoni. Amelia A. Austria and Cresencio P. Aquino were likewise re-elected as the Independent Directors.

Upon motion made and duly seconded, the Presiding Officer declared the nominations closed. Since there were only seven nominees to the Board, the Presiding Officer declared all seven nominees elected as directors. IX. ADJOURNMENT The meeting was adjourned at 10:00 A.M.

CERTIFIED CORRECT:

MA. VICENTA S. JALANDONI

Assistant Corporate Secretary

Documents

SUNTRUST HOME DEVELOPERS, INC. · Corporation 8/F PCI Tower 2, Dela Costa St., Makati City Filipino 877,549,076 39.00% Common Megaworld Corporation2 28/F The World Centre 330 Sen