New and Amended Rules and Policies on Additional Listing Applications

March 4, 1997 PSE LISTING CIRCULAR NO. 051-97 SUBJECT : New and Amended Rules and Policies on Additional Listing Applications The following are the new and amended Rules and Policies of the Philippine Stock Exchange ("PSE") relating on Additional Listing Applications of listed companies as approved and adopted by the PSE Board of Governors on 8 January 1997: aisadc 1. Rule on Call and Full Payment of Unpaid Subscriptions for Pre-Emptive/Stock Rights Applications "Before the filing of an application for additional listing of shares arising from a public offering or pre-emptive/stock rights offering, the company shall cause all its unpaid subscriptions to be fully paid." 2. New Rules on Period for Processing Pre-Emptive/Stock Rights Offerings a) "The offering period shall commence not more than 30 days from the record date. The applicant shall submit to the Exchange for approval the final draft of its offering/information memorandum and subscription agreement at least seven days before the start of the offering period and prior to the printing of the final drafts." b) "The SEC approval of the registration and licensing of the shares coming from an increase in the authorized capital stock of the company and offered as part of the pre-emptive/stock rights, must be submitted to the Exchange not later than 90 days from the end of the offering period." c) "If the applicant fails to comply with the deadlines provided above, the Exchange shall determine within 15 days from said deadline whether there is a deliberate delay on the part of the issuer to list the shares covered by the listing application by failing to submit the documents required by the SEC or through other similar means. Based on its inquiries, if the Exchange finds that the delay resulted from the applicant's failure to submit documents required by the SEC or through other similar means, the applicant shall be assessed a surcharge of 25% of the listing fee and other fees ("total listing fee") plus a 1% interest on the total listing fee for every day of delay prior to the listing date." d) "The listing of shares shall be effected seven (7) trading days from the receipt by the Exchange of the SEC approval of the registration/licensing of the shares and the certification of availability of stock certificates covering the pre-emptive/stock rights issue." 3. Amendment of Rules for Processing Fees for Subsequent Public Offerings and Other Additional Listing Applications "Upon application, the listed company shall pay a non-refundable processing fee of Fifty Thousand Pesos (P50,000.00) for all applications for listing of shares arising from (a) subsequent public offerings of shares involving primary or secondary shares; (b) mergers and/or consolidations; and (c) transactions involving the re-organization or take-over of listed companies. For all other types of additional listing applications, the listed company shall pay a non-refundable processing fee of Ten Thousand Pesos (P10,000.00). Out-of-pocket expenses incurred by the Exchange in the conduct of its due diligence on the applicant companies shall be charged separately to the applicant companies." The foregoing Rules and Policies shall be supplemental to the Manual of Rules Governing the Listing of Securities (Listing Rules) approved by the Board of Governors. Any rule or policy which is inconsistent herewith is hereby repealed or modified accordingly. The foregoing Rules and Policies shall take effect (15) days from circularization in the Exchange. (SGD.) VITALIANO N. NAAGAS II President