Ponce Enrile Reyes & Manalastas

March 25, 1999 Ponce Enrile Reyes & Manalastas Law Offices 3rd Floor, Vernida IV Bldg. Alfaro St., Salcedo Village 1227, Makati City Attention : Attys . Rosanno P . Nisce & Michelle V . Soliven-Serrano Gentlemen: This refers to your letter dated March 1, 1999 requesting confirmation of the following views relative to the proposed " demutualization " of Manufacturers Life Insurance Company (Manulife) as described therein: 1. The issuance of shares by HoldCo to the policyholders of Manulife as a result of its demutualization constitutes an exempt transaction under the Revised Securities Act (RSA). 2. The subsequent listing of the shares in the Philippine Stock Exchange (PSE) is exempted from the registration requirements of the RSA. 3. In the event that the SEC rules that the exemption will not be available in the instant case, such that the issuer corporation shall be constrained to register the shares to be issued in the Philippines the SEC shall allow the filing of a qualifying prospectus like document called the Policyholder Information Circular in compliance with Philippine requirements; 4. In the event that the HoldCo shares shall be listed in the PSE, the SEC may grant certain exemptions to the strict application of its rules in respect of continuous disclosure requirements, and instead, may adopt the mother jurisdiction's disclosure/reporting requirements; cdll 5. In any event, the registration fees to be assessed, as the case may be, may be limited to the value of the shares issued to eligible Filipino policyholders only, at a preferential rate, even if what will be registered is the worldwide number of shares issued pursuant to the mutualization. To recall, the Commission, in a letter dated August 3, 1999, initially opined on the basis of the facts originally presented that the issuance of HoldCo shares in favor of eligible policyholders of Manulife does not require prior registration under the RSA for the reason that the same does not constitute a sale or distribution of securities to the public as contemplated under Section 4 (a) of the RSA. The intent of the issuance of HoldCo shares in favor of the eligible policyholders in the Philippines is merely to implement the plan of demutualization wherein all eligible policyholders are entitled to automatic allotment of HoldCo shares in the course of the demutualization. However, the exemption was made subject to the condition that the issued shares shall not be subsequently sold/transferred in the Philippines in the course of repeated and successive transactions without having them first registered under the RSA However, it now appears from the latest facts you presented that HoldCo shares will be listed in the Philippine Stock Exchange (PSE). This being the case, the exemption can no longer be availed of. It is to be noted that the basic philosophy for the required registration under the RSA is the need to protect the investing public. Under the situation, while the original holders (policyholders) of the shares by virtue of the demutualization do not necessarily need protection under the RSA, inasmuch as they are merely holders of the shares as a result of their being policyholders who are automatically entitled to allotment of the shares by virtue of demutualization, the subsequent buyers thereof in the secondary market, who are the public investors and who may have no knowledge about the business affairs of the issuer, need protection under the law. The secondary offering thru listing of the shares in the PSE is a clear form of distribution of the shares to the public which necessitates registration under the RSA. Thus, the Commission, in its meeting of March 18, 1999, decided to require the registration of HoldCo shares under the RSA prior to their listing in the PSE. Regarding your request that in the event the shares are required to be registered under the RSA, HoldCo will be exempted from the submission of the standard prospectus requirements under the RSA Rules and Regulations, and in lieu thereof to submit a qualifying prospectus like document called the "policyholder information circular (PIC)", the Commission, in the same meeting, decided to grant your request, provided that the PIC contains substantially the same financial and non-financial information required under the RSA Rules . As to your request that the SEC accepts the issuer's home country's disclosure requirements, both in regard to contents and period of reporting, the same was also granted, provided that the contents therein are consistent with the requirements of the RSA Rules ensuring that material information about the company will be available to Philippine investors . Relative to your request for reduction of registration fee, the Commission, in the same meeting, decided to assess the filing fee of 1/10 of 1% of the value of the shares to be issued to the policyholders in the Philippines plus P100,000.00 only. Please be advised accordingly. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman