D&L Industries, Inc.Listing Date and Trading Symbol

December 10, 2012 PSE MEMORANDUM NO. LA IPO-0542-12 TO : The Investing Public SUBJECT : D&L Industries, Inc. Listing Date and Trading Symbol This is with reference to Memorandum Nos. LA_IPO_2012-0518 dated November 27, 2012, regarding the Initial Public Offering ("IPO") of the common shares of D&L INDUSTRIES, INC. ("DNL" or the "Company"). As previously announced, the Exchange approved on November 14, 2012 the application of the Company for the initial listing of 3,571,428,995 common shares, with a par value of P1.00 per share, under the First Board of the Exchange. The details of the IPO are as follows: EAcHCI a. 2,499,999,995 common shares, representing the total number of issued and outstanding shares of the Company prior to the IPO of the Company's shares; and b. 1,071,429,000 common shares, representing the total number of shares to be offered to the public on a primary basis. The IPO of the Company, with an Offer Price of P4.30 per Offer Share, consisted of the following: a. Primary Offering. 1,071,429,000 common shares were offered to the public on a primary basis; and b. Over-Allotment Option of up to 160,714,000 common shares (the "OA Shares"). The Selling Shareholder has granted Maybank ATR Kim Eng Capital Partners, Inc., the Stabilizing Agent, an option exercisable in whole or in part, to purchase up to 160,714,000 Optional Shares at the Offer Price, on the same terms and conditions as the Offer Shares, solely to cover over-allotments, if any. The Over-Allotment Option is exercisable from and including 30 days after the Listing Date. Further, in compliance with the rules of the Exchange, 1 the Company's shareholders agreed not to sell, assign or in any manner dispose of the Company's shares for the prescribed period. The Company and Banco De Oro Unibank, Inc.-Trust and Investments Group, the Escrow Agent, executed and Escrow Agreement on December 5, 2012 to implement the required and voluntary lock-up of the following shares: cTDaEH Name of Shareholder No. of Shares No. of Shares No. of Shares subject to subject to subject to 180-day Lock-up 365-day Lock-up voluntary 180-day Lock-up Jadel Holdings Co., Inc. 273,900,000 1,691,157,036 - SmartWorks Trading Co. Inc. - 37,841,701 - Allvee United, Inc. - 33,972,282 - Alex L. Lao - 32,579,888 9,450,000 Yin Yong L. Lao - 32,993,601 9,570,000 John L. Lao - 32,993,601 9,570,000 Jadana Inc. - 31,036,861 - CEE Industries Inc. - 30,503,148 - Prime Spin Inc. - 30,503,148 - Leon L. Lao - 30,304,467 8,790,000 Dean L. Lao - 27,305,048 7,920,000 LBL Industries, Inc. - 6,895,212 2,000,000 Filemon T. Berba, Jr. - 1 - Cesar T. Bautista - 1 - Total 273,900,000 2,018,085,995 47,300,000 In view thereof, the listing of 3,571,428,995 common shares of the Company is set for Wednesday, December 12, 2012. The trading symbol of D&L INDUSTRIES, INC. is " DNL " under the " Food, Beverage & Tobacco " subsector of the " INDUSTRIAL " sector. For your information and guidance. (SGD.) J.V. B. ZUO III OIC, Listings Department Noted by: (SGD.) MARSHA M. RESURRECCION Head, Issuer Regulation Division Footnotes 1. Article III, Part D, Section 7 of the Revised Listing Rules states that: The Company shall cause its existing stockholders or security holders who own an equivalent of at least 10% of the issued and outstanding shares of stock or securities of the company to enter into an agreement with the Exchange not to sell, assign or in any manner dispose of their shares or securities for a period of 180 days after the listing of the said shares. If there is any issuance of shares or securities or instruments which lead to issuance of shares or securities done and fully-paid for within 180 days prior to the start of the offering period, and the transaction price is lower than that of the offer price in the IPO, all shares or securities availed of shall be subject to a lock-up period of at 365 days from full payment. In view of the foregoing, the 273,900,000 shares shall be held in escrow for 180 days after the listing date, while the 2,018,085,995 shares shall be locked up for 365 days from September 10, 2012, the date of full payment. In addition, the 2,018,085,995 shares exclude the 160,714,000 OA Shares. Should there be any OA Shares not exercised, such OA Shares shall be subject to the said 365-day lock-up. Further, certain shareholders agreed to voluntary lock-up their 47,300,000 shares for a period of 180 days after the listing date. <http://www.pse.com.ph/resource/memos/2012/LA_IPO_2012-0542.pdf> last visited January 10, 2013.