Tax Treatment of Sales of Shares of Companies Which Are Non-Compliant With the Minimum Public Ownership ("MPO") Requirement After December 31, 2012

December 13, 2012 PSE MEMORANDUM NO. CN-0063-12 TO : The Investing Public and All Market Participants SUBJECT : Tax Treatment of Sales of Shares of Companies Which Are Non-Compliant With the Minimum Public Ownership ("MPO") Requirement After December 31, 2012 Further to Memorandum CN-No. 2012-0046, please be advised that the Bureau of Internal Revenue issued Revenue Regulations No. 16-2012 ("RR 16-2012"), imposing the capital gains tax ("CGT") and the documentary stamp tax ("DST") on every sale, barter, exchange, or other disposition after December 31, 2012 of shares of companies which are non-compliant with the MPO requirement. As previously advised, the capital gains tax and the documentary stamp tax are as follows: Applicable Tax Tax Rate and Base Capital Gains Tax On net capital gains amounting to not over One Hundred Thousand Pesos (P100,000.00) - 5% On any amount in excess of One Hundred Thousand Pesos (P100,000.00) - 10% Documentary Stamp Tax Seventy-five centavos (P0.75) on each Two Hundred Pesos (P200.00) or a fraction thereof of the par value of the stock Under RR 16-2012, no sale, exchange, transfer, or similar transaction intended to convey ownership or title to any share of stock shall be registered in the books of the corporation unless the receipts of payment of CGT and DST and the Certificate Authorizing Registration ("CAR") and/or Tax Clearance Certificate ("TCL") are filed with, and recorded by, the transfer agent or corporate secretary of the corporation. Section 7 of RR 16-2012 also states: SECTION 7. Penal provisions . The following shall be punished in accordance with the provisions of Title X, Chapters I and II of the NIRC, as amended: A) Any stock transfer agent or secretary of the corporation or the stockbroker who caused the registration of transfer of ownership or title on any share of stock without having been furnished with the receipts of the payment of the taxes due and corresponding CAR/TCL and/or has recorded the same; B) Any responsible director, corporate officer, partner or employee who fails to submit the reports required under these Regulations. A copy of RR 16-2012 is attached hereto as Annex "A". For your information and guidance. (SGD.) HANS B. SICAT President and CEO ANNEX A Revenue Regulations No. 016-12 November 7, 2012