Issuance of Stock Certificates of Corporations

May 12, 1995 SEC-BED * MEMORANDUM CIRCULAR NO. 02-95 TO : All Registered Issuers/Transfer Agents SUBJECT : Issuance of Stock Certificates of Corporations For the protection of investors or subscribers of shares of stock in initial and secondary stock rights offerings of securities, the following rules are hereby promulgated with respect to availability or issuance of stock certificates: 1. As a general rule, all stock certificates for fully paid shares must be made available or delivered at least 72 hours prior to listing date. 2. In cases of initial public offerings or stock rights offering which are purely secondary in nature or a combination of primary and secondary offerings, or in cases where only a partial payment of subscription is made, the issuer is permitted to deliver the subscription agreements or other acceptable application forms in lieu of stock certificates, subject to the following conditions: (i) That such application forms must also be made available or delivered at least 72 hours prior to listing date and (ii) That all stock certificates covering the same shares must be available on the listing date. 3. In all other cases, where the issuance of shares are conditioned upon the performance of an act or the occurrence of an event, then the corporation shall issue the corresponding stock certificates within 72 hours from the compliance with the condition set, or the happening of said event. For strict compliance. For the Commission. (SGD.) ROSARIO N. LOPEZ Chairman