Certificate of Qualification

March 7, 2017 SEC MEMORANDUM CIRCULAR NO. 5, S. 2017 TO : All Independent Directors SUBJECT : Certificate of Qualification To promote full disclosure of the qualifications of independent directors to hold said position, the Commission in its en banc meeting on 02 March 2017 resolved to update the pro forma Certification required from all independent directors. The Certification shall include, among others, disclosure of any pending criminal or administrative investigation or proceedings, positions held in Government-Owned and Controlled Corporations and the required written permission or consent from the head of Department/Agency [for those in government service]. The Certification shall be submitted together with the companies' Information Statements (SEC Form 20-IS) and before the election of the independent director. This Memorandum Circular shall take effect immediately. Pasay City, Philippines, March 10, 2017. CAIHTE For the Commission: (SGD.) TERESITA J. HERBOSA Chairperson ATTACHMENT CERTIFICATION OF INDEPENDENT DIRECTOR I, ____________________________, Filipino, of legal age and a resident of_________________, after having been duly sworn to in accordance with law do hereby declare that: 1. I am a nominee for independent director of _________________ and have been its independent director since ________________ (where applicable). 2. I am affiliated with the following companies or organizations (including Government-Owned and Controlled Corporations): COMPANY/ORGANIZATION POSITION/RELATIONSHIP PERIOD OF SERVICE 3. I possess all the qualifications and none of the disqualifications to serve as an Independent Director of ____________________, as provided for in Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and other SEC issuances. 4. I am related to the following director/officer/substantial shareholder of ( covered company and its subsidiaries and affiliates ) other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code. (where applicable) NAME OF DIRECTOR/OFFICER/ SUBSTANTIAL SHAREHOLDER COMPANY NATURE OF RELATIONSHIP 5. To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding/I disclose that I am the subject of the following criminal/administrative investigation or proceeding (as the case may be): OFFENSE CHARGED/INVESTIGATED TRIBUNAL OR AGENCY INVOLVED STATUS 6. (For those in government service/affiliated with a government agency or GOCC) I have the required written permission or consent from the (head of the agency/department) to be an independent director in _____________________, pursuant to Office of the President Memorandum Circular No. 17 and Section 12, Rule XVIII of the Revised Civil Service Rules. DETACa 7. I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, Code of Corporate Governance and other SEC issuances. 8. I shall inform the Corporate Secretary of _____________________ of any changes in the abovementioned information within five days from its occurrence. Done, this ________ day of ________, at ______________. ____________________ Affiant SUBSCRIBED AND SWORN to before me this ________ day of _____________ at __________________, affiant personally appeared before me and exhibited to me his/her _______________________ issued at _________________________ on __________________. Doc. No._________; Page No._________; Book No._________; Series of _________;