Amended Rules Regulating Trading by Broker or Dealer Who is a Director or Officer of the Issuer of a Listed Security

January 29, 1973 AMENDED RULES REGULATING TRADING BY BROKER OR DEALER WHO IS A DIRECTOR OR OFFICER OF THE ISSUER OF A LISTED SECURITY In order to prevent abuse in the use of inside information to the prejudice of investors, the Securities and Exchange Commission, pursuant to the authority vested in it by the Securities Act and Republic Act No. 1143, hereby promulgates the following rules: LexLib 1. No broker or dealer or his salesmen shall make use of the facilities of a stock exchange to sell, directly or indirectly, on his own personal account, or for his firm, securities of any corporation incorporated after the effectivity of these rules, of which he is a director or officer within the following periods: a) If he acquires the shares of such corporation at the time of its incorporation or thereafter but before their listing in an exchange, within two (2) years from the date of such listing; b) If he acquires the shares after listing, within one (1) year from date of acquisition; c) If he acquires the shares before his election as director or officer of such corporation, within one (1) year from the date of his election as such director or officer, his subsequent resignation therefrom during said term notwithstanding. The above restriction shall not, however, apply to a case of settlement of the estate of a deceased person, liquidation of the business affairs of the brokerage firm or when the sale or disposition of shares previously acquired is ordered by the court. 2. As regards existing corporations on the date of effectivity of these rules, such broker or dealer or his salesmen may continue to trade his own account, or for his firm, on the securities of the corporation of which he is a director or officer, up to the date of next election of the Board of Directors, but in no case more than six (6) months from the date of effectivity of these rules, whichever period is shorter. Thereafter, any securities of a corporation of which he is a director or officer purchased by him for his own account, or for his firm, shall not be sold within six (6) months from date of such purchase. 3. In the cases covered by the preceding paragraphs 1 and 2, it shall be understood that no broker or dealer or his salesmen may likewise trade for the account of his customers, within the prohibited periods prescribed in said paragraphs, on the securities of the corporation of which he is a director or officer, except where the trading is legitimate and in ordinary course of business, and not to take advantage of inside information of a material fact relating to or affecting the company not previously disclosed or unknown to the public. llcd "Inside Information" shall mean knowledge obtained or acquired by reason of his position as director or officer of, or connection with, the corporation; and the fact is material if it induces or tends to induce or otherwise affect the sale or purchase of the security. 4. Any purchase, sale or disposition of shares made in accordance with the above rules must be reported to the Commission in the form provided for the purpose, within ten (10) days after the close of the calendar month during which such purchase, sale or disposition has taken place. 5. Any violation of these rules will subject the offending broker or dealer to a suspension or revocation of his license and/or to the payment of a fine in such sum as the Commission may impose under Section 1(b) of R.A. 1143. 6. These amended rules shall take effect fifteen (15) days after they have been publicly promulgated by publication in at least two newspapers of general circulation throughout the Philippines. (SGD.) ARCADIO E. YABYABIN Securities and Exchange Commissioner APPROVED: February 8, 1973 (SGD.) TROADIO T. QUIAZON, JR. Acting Secretary of Trade and Tourism PRESIDENTIAL DECREE NO. 167 PROVIDING FOR THE AUTOMATIC LISTING OF SECURITIES IN ALL STOCK EXCHANGES WHEREAS, it is the declared policy of the State, embodied in the New Constitution, to promote the wider distribution of property ownership and profits; cd i WHEREAS, the stock exchanges provide the best possible means not only for the broadening of public participation in business, industry, and in the development of our natural resources, but also for the capital formation so necessary for our economic development; WHEREAS, trading in securities has so far been limited to the exchanges designated or chosen by the issuing companies; WHEREAS, to encourage and facilitate the diffusion of property ownership and profits, and for the protection of the investing public, investors should be given the opportunity to buy and sell securities at the stock exchanges of their choice; NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines, by virtue of the powers vested in me by the Constitution as Commander-in-Chief of all the Armed Forces of the Philippines and pursuant to Proclamation No. 1081, dated September 21, 1972, and General Order No. 1, dated September 22, 1972, as amended, do hereby order and decree that: SECTION 1. Any and all securities approved by the Securities and Exchange Commission (SEC) for listing in any stock exchange are deemed automatically listed for trading in all stock exchanges in the Philippines: Provided, however, That this rule shall not apply to any new stock exchange until it has the necessary facilities and competence to operate as a stock exchange as determined by the SEC; and Provided, further, that the SEC shall have the power, after proper notice and hearing, to deny or revoke the automatic listing of the security in any stock exchange upon any of the grounds provided for the revocation or suspension of registration of securities under Section 12 of the Securities Act, and pending such hearing, to suspend the automatic listing of such security. SECTION 2. The SEC, with the approval of the Secretary of Trade and Tourism, shall promulgate such rules and regulations as may be necessary to implement this Decree. cdt SECTION 3. Any provision of law, rule or regulation contrary to, or in conflict with, this Decree is hereby repealed or modified accordingly. This Decree is hereby made a part of the law of the land and shall take effect immediately. Done in the City of Manila, this 2nd day of April, in the year of Our Lord, Nineteen Hundred and Seventy-three. (SGD.) FERDINAND E. MARCOS President of the Philippines By the President: (SGD.) ROBERTO V. REYES Assistant Executive Secretary