Exceptions to the Track Record Requirements of the Primary Board

June 14, 1996 PSE LISTING CIRCULAR NO. 212-96 EXCEPTIONS TO THE TRACK RECORD REQUIREMENTS OF THE PRIMARY BOARD On 23 May 1996, the Securities and Exchange Commission approved amendments to the provisions of item no. 4 of the Primary Board Listing Requirements provided under Chapter I, PSE Listing Rules. The revised rule provides for exceptions to the three-year track record rule. The revised rule states as follows: " General Rule The applicant company shall have a proven track record of profitable operations for at least three (3) full fiscal years immediately prior to the application for listing with a cumulative consolidated pre-tax profit of at least P50 Million and a minimum pre-tax profit of P10 Million for each of those three (3) years. For purposes of this rule, pre-tax profit shall not include non-recurring and extraordinary income. The applicant company must be engaged in materially the same businesses and must have a proven track record of management throughout the last three (3) years prior to the filing of the application. aisadc Exceptions Without prejudice to compliance with all the requirements set forth in these Rules, the following are the exceptions to the three (3)-year track record rule: a) The applicant company is principally engaged in an infrastructure project(s) which contributes to the overall economic growth of the Philippines or which is in pursuance of national economic objectives and policies of the government. In this regard, the applicant company must be a holder of a government franchise of not less than twenty (20) years with not less than eighteen (18) years still remaining, counted from the filing of the application for listing. In the absence of a government franchise, the applicant company must possess a government contract of not less than ten (10) years with not less than eight (8) years still remaining, counted from the filing of the application for listing. The applicant company must have a valid permit or license obtained from the appropriate government agency. The cost of the project shall not be less than P500 Million. A feasibility study conducted within three (3) years from the filing of the application shall be submitted reflecting an expected income stream. The company must have already disbursed at least seventy five percent (75%) of its paid-up capital into the project which in no case shall be less than twenty five percent (25%) of the total project cost. In addition, all existing stockholders' equity shall be subjected to a lock up period of at least three hundred sixty five (365) days from the date of listing. Furthermore, the applicant company shall be allowed to offer only primary shares to the public. b) The applicant company has been operating for at least ten (10) years prior to the filing of the application. The applicant company shall have a cumulative pre-tax profit of at least P50 Million excluding non-recurring income for the last three (3) fiscal years immediately preceding the application for listing. No net operating loss must have been registered in the fiscal year immediately preceding the filing of the application. c) The applicant is a newly formed holding company which uses the operational track record of its subsidiary/ies." The foregoing amendments shall apply to all pending applications for IPO filed with the PSE as of date of this notice and all applications filed thereafter. (SGD.) EDUARDO DELOS ANGELES President and Chief Executive Officer