The Securities Regulation Code and its Implementing Rules and Regulations

Rule 17

6 Within such period as the Commission may prescribe preceding the annual meeting of the holders of any equity security of a class entitled to vote at such meeting, the issuer shall transmit to such holders an annual report in conformity with Subsection 17.5.

Rule 17

2 Subjects of the Reportorial Requirements The reportorial requirements of Subsection 17.1 shall apply to the following: 17.2.1. An issuer which has sold a class of its securities pursuant to a registration under Section 12 hereof: Provided, however, That the obligation of such issuer to file reports shall be suspended for any fiscal year after the year such registration became effective if such issuer, as of the first day of any such fiscal year, has less than one hundred (100) holders of such class of securities or such other number as the Commission shall prescribe and it notifies the Commission of such 17.2.2. An issuer with a class of securities listed for trading on an Exchange 17.2.3. An issuer with assets of at least Fifty million pesos (P50,000,000.00) or such other amount as the Commission shall prescribe, and having Two hundred (200) or more holders each holding at least One hundred (100) shares of a class of its equity securities: Provided, however That the obligation of such issuer to file reports shall be terminated ninety (90) days after notification to the Commission by the issuer that the number of its holders holding at least one hundred (100) shares is reduced to less than One hundred (100).

Rule 17

1 Reportorial Requirements 17.1.1. Public and Reporting Companies This SRC Rule shall apply to all public and reporting companies as defined in SRC Rule 3. However, the obligation of a company which has sold a class of its securities pursuant to a registration under Section 12 of the Code shall be suspended for any fiscal year if, as of the first day of any such fiscal year, it has less than one hundred (100) holders of such class of securities and the Commission is notified of that fact. The suspension shall be availed of only after the year the registration became effective. 17.1.1.1. The public and reporting companies shall file with the Commission: 17.1.1.1.1. An annual report on SEC Form 17-A for the fiscal year in which the registration statement was rendered effective by the Commission, and for each fiscal year thereafter, within one hundred five (105) calendar days after the end of the fiscal year. 17.1.1.1.2. A quarterly report on SEC Form 17-Q within forty five (45) calendar days after the end of each of the first three quarters of each fiscal year. The first quarterly report of the Issuer shall be filed either within forty five (45) calendar days after the effective date of the registration statement or on or before the date on which such report would have been required to be filed if the Issuer had been required previously to file reports on SEC Form 17-Q, whichever is later. 17.1.1.1.3(a). A current report on SEC Form 17-C, as may be necessary, to make a full, fair and accurate disclosure to the public of every material fact or event that occurs which would reasonably be expected to affect the investors' decisions in relation to those securities. In the event a news report appears in the media involving an alleged material event, a current report shall be made within the period prescribed herein in order to clarify the said news item which may create public speculation if not officially denied or clarified by the concerned company. 17.1.1.1.3(b). The disclosure required by SRC Rule 17.1.1.1.3 (a) shall be made by the company in accordance with the following guidelines: 17.1.1.1.3(b).1. Promptly to the public through the news media; 17.1.1.1.3(b).2. If the Issuer is listed on an Exchange, to that Exchange and to the Commission within ten (10) minutes after the occurrence of the event and prior to its release to the public through the news media; Provided that, disclosure by the Issuer to the Exchange may be deemed as filing with the Commission pursuant to a Memorandum of Agreement between the Exchange and the Commission; Provided further that, the Memorandum of Agreement shall provide for the ability of the Commission to download and upload the same information made available to the Exchange; 17.1.1.1.3(b).3. If the issuer is not listed on an Exchange, to the Commission through SEC Form 17-C within five (5) calendar days after the occurrence of the event reported, unless substantially similar information as that required by Form 17-C has been previously reported to the Commission by the Issuer. 17.1.1.2. Any disclosure signed and filed with the Commission and the Exchange where the securities of the Issuer are listed, or released to the news media by any director, executive officer or a principal (as defined under Section 23 of the Code) of an Issuer shall be considered as part of any report mentioned in SRC Rule 17.1.1.1.3(a) and deemed as an official filing of such company if it does not deny the subject information within two (2) days from the filing or release of the disclosure. Any misleading statement, misrepresentation or omission of a material fact therein shall be considered the joint responsibility of the Issuer and the reporting director, officer or principal. 17.1.1.3. An owner of more than five percent (5%) of the voting rights of a public and reporting company that meets the requirements of Section 17.2 of the Code who holds material information which may materially affect such company may be required by the Commission to disclose such information within the period prescribed under SRC Rule 17.1.1.1.3. Failure to provide the required information shall subject the said stockholder to the sanctions applicable to violations of this Rule. 17.1.1.4. Issuers of securities registered with the Commission shall file an annual report on SEC Form 17-A for its predecessors that registered securities with the Commission during the last full fiscal year of the predecessor prior to the Issuer's succession, unless such report has already been filed by the predecessor. The annual report shall contain the information required if it were filed by the predecessor. 17.1.1.5. In the event a non-reporting Issuer (in connection with succession by merger, consolidation, exchange of securities or acquisition of assets) issues equity securities to holders of equity securities issued by a reporting Issuer, the non-reporting Issuer shall assume the same obligation as the reporting Issuer to file reports pursuant to Section 17 of the Code, and the non-reporting Issuer shall file such reports on the same forms as the reporting Issuer. 17.1.1.6. Notification of Inability to File on Time All or Any Required Portion of SEC Form 17-A or 17-Q. 17.1.1.6.1. If all or any required portion of an annual report (SEC Form 17-A) or quarterly report (SEC Form 17-Q) required to be filed pursuant to Section 17 of the Code and SRC Rule 17.1 is not filed within the period prescribed for such report, the Issuer shall, not later than the due date for such report, file with the Commission and, if applicable, with the Exchange where any class of its securities is listed, SEC Form 17-L which shall contain a disclosure in reasonable detail of its inability to timely file the report and the reasons for such failure. All information available on the date of the required filing shall be filed. 17.1.1.6.2. If any report or portion of any report described in SRC Rule 17.1.1.1 is not timely filed because the Issuer is unable to do so without unreasonable effort or expense, such report shall be deemed to be filed on the prescribed due date for such report if: 17.1.1.6.2.1. The Issuer files SEC Form 17-L in compliance with paragraph 17.1.1.6.1 hereof and, if applicable, furnishes the document required by SRC Rule 17.1.1.6.3; 17.1.1.6.2.2. The Issuer states in SEC Form 17-L that: (i) the reason(s) that caused the inability to timely file could not be eliminated by the Issuer without unreasonable effort or expense; (ii) either the subject annual report on SEC Form 17-A, or portion thereof, will be filed not later than the fifteenth (15th) calendar day following the prescribed due date, or the subject quarterly report on SEC Form 17-Q, or portion thereof, will be filed not later than the fifth (5th) calendar day following the prescribed due date; and (iii) the report or portion thereof is actually filed within the period specified by SRC Rule 17.1.1.1. 17.1.1.6.3. If SRC Rule 17.1.1.6.2 is applicable and the reason the subject report or portion thereof cannot be timely filed without unreasonable effort or expense relates to the inability of any person, other than the Issuer, to furnish any required opinion, report or certification, a statement signed by such person stating the specific reasons why that person is unable to furnish the required opinion, report or certification on or before the date must be filed with SEC Form 17-L. 17.1.1.6.4. Notwithstanding SRC Rule 17.1.1.6.2, a registration statement filed on SEC Form 12-1 pursuant to SRC Rule 8.1, the use of which is predicated on timely filed reports, shall not be declared effective until the subject report is actually filed pursuant to SRC Rule 17.1.1.1. 17.1.1.6.5. If the SEC Form 17-L filed pursuant to SRC Rule 17.1.1.6.2 relates only to a portion of a subject report, the Issuer shall: 17.1.1.6.5.1. File the balance of such report and indicate on its cover page which disclosure items are omitted; and 17.1.1.6.5.2. Include at the upper right corner of the amendment to the report which includes the previously omitted information the following statement: "The following items were the subject of SEC Form 17-L and are included herein: (List Item Numbers)" 17.1.2. Issuers of Commercial Papers in Exempt Transactions Underwriters or Issuers of commercial papers ("CP") shall file an information statement (SEC Form CP-IS) within seven (7) days prior to issuance thereof. An annual CP report on outstanding issuance shall likewise be filed on or before the 10th of January every year.

Rule 17

4 All reports (including financial statements) required to be filed with the Commission pursuant to Subsection 17.1 hereof shall be in such form, contain such information and be filed at such times as the Commission shall prescribe, and shall be in lieu of any periodical or current reports or financial statements otherwise required to be filed under the Corporation Code.

Rule 17

5 Every issuer which has a class of equity securities satisfying any of the requirements in Subsection 17.2 shall furnish to each holder of such equity security an annual report in such form and containing such information as the Commission shall prescribe.

Rule 17

3 Every issuer of a security listed for trading on an Exchange shall file with the Exchange a copy of any report filed with the Commission under Subsection 17.1 hereof.

Rule 18

2 If any change occurs in the facts set forth in the statements, an amendment shall be transmitted to the issuer, the Exchange and the Commission.

Rule 18

1 Reports to be Filed by Certain Beneficial Owners 18.1.1. This Rule shall apply to any person who acquires in any manner the beneficial ownership of five percent (5%) of any class of equity securities of a company that satisfies the requirements of Section 17.2 of the Code. 18.1.2. If the equity securities under the name of the legal owner are beneficially owned by another person/s, the legal owner and beneficial owner shall individually or jointly, within five (5) business days after such acquisition, submit to the Issuer, the Exchange where the security is traded, and to the Commission a sworn statement containing the information required by SEC Form 18-A. 18.1.3(a). A person required to file a report on SEC Form 18-A may, in lieu of such report, file with the Commission within forty five (45) days after the end of the year in which such person became obligated, copies of a short form report on SEC Form 18-AS including all exhibits, and send one copy of such report to the Issuer at its principal office and to each Exchange where the security is listed for trading; provided, that the percentage of the class of equity security beneficially owned as of the end of the calendar year is more than five percent (5%), and that: 18.1.3(a).1. Such person has acquired such securities in the ordinary course of business and not for the purpose of changing or influencing the control of the Issuer, nor in connection with or as a participant in any transaction having such purpose or effect; 18.1.3(a).2. Such person is: [a] a broker or dealer registered under the Code; [b] a bank authorized to operate as such by the BSP; [c] an insurance company subject to the supervision of the Insurance Commission; [d] an investment house registered under the Investment Houses Law; [e] an investment company registered under the Investment Company Act; [f] a pension plan subject to the regulation and supervision by the BIR and/or the Insurance Commission; or [g] a group where all its members are persons specified above, and 18.1.3(a).3. Such person has promptly notified any other person on whose behalf it holds, on a discretionary basis, securities exceeding five percent (5%) of the class of any acquisition or transaction on behalf of such other person which might be reportable by that person under Section 18.1 (a) of the Code. 18.1.3(b). Any person who has reported an acquisition of securities on SEC Form 18-AS who later ceases to be a person specified in SRC Rule 18.13(a).l or 18.1.3(a).2 (a) through (g) shall file within three (3) business days thereafter a sworn statement on SEC Form 18-A in the event such person is a beneficial owner at that time of more than five percent (5%) of the class of equity securities. 18.1.4. In determining the amount of outstanding securities of a class of equity securities, a person may rely upon information set forth in the Issuer's most recent quarterly or annual report, and any subsequent current report unless he knows or has reason to believe that the information contained therein is inaccurate. 18.1.5. For purposes of Section 18 of the Code, "beneficial owner" shall have the same definition as that stated in SRC Rule 3, provided that: 18.1.5.1. A person who, in the ordinary course of business, is a pledgee of securities under a written agreement shall not be deemed to be the beneficial owner of such pledged securities until the pledgee has taken all the steps required to declare a default and has determined that the power to vote or to dispose or to direct the disposition of such pledged securities will be exercised; 18.1.5.2. A person engaged in the business of an investment house who acquires his securities through his participation in good faith in a firm commitment underwriting shall not be deemed to be the beneficial owner of such securities until the expiration of six (6) months from the date of such acquisition; and 18.1.5.3. When two (2) or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of the equity securities of an Issuer, the group formed in the process shall be deemed to have acquired beneficial ownership for purposes of Section 18 of the Code, as of the date of such agreement, of all equity securities of that Issuer that are beneficially owned by such persons.

Rule 18

3 The Commission, may permit any person to file in lieu of the statement required by Subsection 17.1 of the Code, a notice stating the name of such person, the shares of any equity securities subject to Subsection 17.1 of the Code which are owned by him, the date of their acquisition and such other information as the Commission may specify, if it appears to the Commission that such securities were acquired by such person in the ordinary course of his business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer nor in connection with any transaction having such purpose or effect. 19.1 Definitions 19.1.1. "Beneficial owner" shall have the same meaning as defined in SRC Rule 3. 19.1.2. "Offeror" means any person who makes a tender offer or on whose behalf a tender offer is made. 19.1.3. "Commencement" means the date a tender offer is first published, sent or given to security holders. 19.1.4. "Issuer" means any person or entity subject to reporting obligations under Section 17.2 of the Code. 19.1.5. "Issuer Tender Offer" means a publicly announced intention by an Issuer to reacquire any of its own class of equity securities, or by an associate of such Issuer to acquire such securities. 19.1.6. "Security holders" mean holders of record and beneficial owners of securities that are the subject of a tender offer. 19.1.7. "Target company" means any Issuer whose equity securities are sought by an Offeror pursuant to a tender offer. 19.1.8. "Tender offer" means a publicly announced intention by a person acting alone or in concert with other persons (hereinafter referred to as "person") to acquire outstanding equity securities of a public company as defined in SRC Rule 3, or outstanding equity securities of an associate or related company of such public company which controls the said public company. 19.1.9. "Tender offer materials" mean: (i) the Offeror's formal offer, including all the material terms and conditions of the tender offer and all their amendments; (ii) the related transmittal letter (whereby equity securities of the target company that are sought in the tender offer may be transmitted to the Offeror or its depository) and all their amendments; and (iii) press releases, advertisements, letters and other documents published by the Offeror or sent or given by the Offeror to security holders which, directly or indirectly, solicit, invite or request tenders of the equity securities being sought in the tender offer. 19.1.10. "Termination" means the date after which equity securities may not be tendered pursuant to the tender offer. 19.2. Mandatory tender offers 19.2.1. Any person or group of persons acting in concert, who intends to acquire fifteen percent (15%) of equity securities in a public company in one or more transactions within a period of twelve (12) months, shall file a declaration to that effect with the Commission. 19.2.2. Any person or group of persons acting in concert, who intends to acquire thirty five percent (35%) of the outstanding voting shares or such outstanding voting shares that are sufficient to gain control of the board in a public company in one or more transactions within a period of twelve (12) months, shall disclose such intention and contemporaneously make a tender offer for the percentage sought to all holders of such securities within the said period. If the tender offer is oversubscribed, the aggregate amount of securities to be acquired at the close of such tender offer shall be proportionately distributed across selling shareholders with whom the acquirer may have been in private negotiations and other shareholders. For purposes of SRC Rule 19.2.2, the last sale that meets the threshold shall not be consummated until the closing and completion of the tender offer. 3 19.2.3. Any person or group of persons acting in concert, who intends to acquire thirty five percent (35%) of the outstanding voting shares or such outstanding voting shares that are sufficient to gain control of the board in a public company through the Exchange trading system shall not be required to make a tender offer even if such person or group of persons acting in concert acquire the remainder through a block sale if, after acquisition through the Exchange trading system, they fail to acquire their target of thirty five percent (35%) or such outstanding voting shares that is sufficient to gain control of the board. 4 19.2.4. Any person or group of persons acting in concert, who intends to acquire thirty five percent (35%) of the outstanding voting shares or such outstanding voting shares that are sufficient to gain control of the board in a public company directly from one or more stockholders shall be required to make a tender offer for all the outstanding voting shares. The sale of shares pursuant to the private transaction or block sale shall not be completed prior to the closing and completion of the tender offer. 19.2.5. If any acquisition that would result in ownership of over fifty percent (50%) of the total outstanding equity securities of a public company, the acquirer shall be required to make a tender offer under this Rule for all the outstanding equity securities to all remaining stockholders of the said company at a price supported by a fairness opinion provided by an independent financial advisor or equivalent third party. The acquirer in such a tender offer shall be required to accept all securities tendered. 19.2.6. Guidelines on the Conduct of Valuation and Issuance of a Fairness Opinion. 19.2.6.1. Only independent firms that are compliant with the qualifications prescribed in these Rules and Regulations Circular may conduct valuation and issue fairness opinion to comply with the above-quoted provisions of SRC Rule 19. "Independence" shall mean absence of any business interest or family relationship with any party to the transaction or of any of its directors, officers, or major stockholders, that could, or could reasonably be perceived to, materially interfere with the exercise of the professional judgment of the firm, its representative or any member of the engagement team, in carrying out their responsibilities in assessing the fairness of the issuer's securities; 19.2.6.2. The following requirements must be observed in the conduct of the valuation and issuance of fairness opinion by an accredited firm: 19.2.6.2.1. The individual who acts on behalf of the accredited firm shall be a licensed professional who has at least ten (10) years experience in the field of accounting, finance or economics and holds a relevant advance degree; 19.2.6.2.2. The firm shall use in its assessment relevant and current data or those that are not more than three months from date of valuation; 19.2.6.2.3. The firm shall adopt more than one valuation methodology and compare the values derived from using different methodologies to minimize the risk that the opinion is unreliable. In addition to referencing the quoted price of the subject equity securities, valuation methodologies shall include balance sheet valuation or book value, dividend discount model, price/earnings ratio, and free cash flow approach; 19.2.6.2.4. If the firm's valuation of a company materially differs from the market price of the company's securities prior to the announcement of a proposed transaction, the firm shall comment on the difference and the factors underlying it; 19.2.6.2.5. The firm shall not include prospective financial information (including forecasts and projections) unless it has made sufficient inquiries to satisfy itself that the information on which it relied was prepared on a reasonable basis. It shall also disclose how and why it finds such inquiries sufficient and utilize several of the methodologies in 19.2.6.2.3 above. Discounted cash flow methodology which invariably uses forward looking information may only be used if the firm has reasonable grounds for doing so. If the firm considered the use of prospective information, the reasons shall be indicated in the report; 19.2.6.2.6. The firm shall notify the party commissioning the report within two (2) days from date of its knowledge of a significant change which may affect the contents of the report or from the date of its conclusion that a material statement in the report is misleading or deceptive. A copy of such a report shall be furnished to the Commission within the same period; 19.2.6.2.7. The following information shall be provided in the firm's Fairness Opinion Report: 19.2.6.2.7.1. All material assumptions and reasons for the opinion; 19.2.6.2.7.2. Justification of the choice of methodologies and description of the methods used by the firm; 19.2.6.2.7.3. Whether or not the opinion was approved by a committee created within the firm; 19.2.6.2.7.4. Whether or not the opinion expresses a judgment about the fairness of the transaction's compensation to any of the company's directors, officers or employees to the company's shareholders; 19.2.6.2.7.5. Whether or not the firm acted as a financial advisor to any party to the transaction, and whether or not it will receive compensation and/or other significant payments that is contingent on the successful completion of the transaction, for rendering the fairness opinion and/or serving as advisor; 19.2.6.2.7.6. Material relationships during the prior two (2) years or those contemplated between the firm and any party to the transaction in which any compensation was received or intended to be received. A relationship shall be considered material if it would affect the independence of the firm, as defined under SRC Rule 19.2.6.1 , assuming that it is currently present; 19.2.6.2.7.7. Whether or not the firm independently verified any information that formed a substantial basis for the opinion, and whether or not such information was supplied to the firm by the company requesting the opinion. The information or the categories of information that were verified and not verified must be discussed and described; 19.2.6.2.7.8. The firm's discussion on any material difference between the valuation set and the market price of the company's securities prior to the announcement of the proposed transaction; 19.2.6.2.7.9. A written declaration of compliance by the firm's representative with the Code of Ethics applicable to his or her profession; 19.2.6.2.7.10. A brief description of the firm and the education and professional qualifications of its representative who conducted the valuation. 19.2.6.2.8. The Fairness Opinion Report shall be signed by the firm's representative of a rank not lower than a partner or a Vice-President or their equivalent respectively. He shall indicate his complete name, Professional License Number, Tax Identification Number, firm name and address, PSE Accreditation Number of the firm (if any) and other technical information. 19.3. Exemptions from the Mandatory Tender Offer Requirement 19.3.1. Unless the acquisition of equity securities is intended to circumvent or defeat the objectives of the tender offer rules, the mandatory tender offer requirement shall not apply to the following: 19.3.1.1. Any purchase of securities from the unissued capital stock; Provided, the acquisition will not result to a fifty percent (50%) or more ownership of securities by the purchaser or such percentage that is sufficient to gain control of the board; 19.3.1.2. Any purchase of securities from an increase in authorized capital stock; 19.3.1.3. Purchase in connection with foreclosure proceedings involving a duly constituted pledge or security arrangement where the acquisition is made by the debtor or creditor; 19.3.1.4. Purchases in connection with a privatization undertaken by the government of the Philippines; 19.3.1.5. Purchases in connection with corporate rehabilitation under court supervision; 19.3.1.6. Purchases in the open market at the prevailing market price; and 19.3.1.7. Merger or consolidation. 19.3.2. Purchasers of securities in the foregoing transactions shall, however, comply with the disclosure and other obligations under SRC Rules 18.1 and 23. 19.4. Tender Offer by an Issuer or Buy Back 19.4.1. A reacquisition or repurchase by an Issuer of its own securities shall only be made if such Issuer has unrestricted retained earnings in its books to cover the amount of shares to be purchased, and is undertaken for any of the following purposes: 19.4.1.1. To implement a stock option or stock purchase plan; 19.4.1.2. To meet short-term obligations which can be settled by the re-issuance of the repurchased shares; 19.4.1.3. To pay dissenting or withdrawing stockholders entitled to payment for their securities under the Corporation Code; and 19.4.1.4. Such other legitimate corporate purpose/s. 19.4.2. An Issuer that intends to reacquire its own securities through active and widespread solicitation from the stockholders in general and in substantial amounts as the Commission may determine shall comply with the disclosure and procedural requirements provided for in SRC Rules 19.4.3 and 19.4.4, and the preceding provisions of this Rule. 19.4.3. If an Issuer publishes, sends or disseminates its tender offer to security holders by means of summary publication in the manner prescribed in this Rule, the summary publication shall disclose only the following information: 19.4.3.1. The identity of the Issuer making the tender offer; 19.4.3.2. The amount and class of securities being sought and the price being offered; 19.4.3.3. The information required by SRC Rule 19.7; 19.4.3.4. A statement of the purpose of the tender offer; and 19.4.3.5. The appropriate instruction for security holders on how to obtain promptly, at the expense of the Issuer making the tender offer, the information required in SRC Rule 19.7. 19.4.4. Until the expiration of at least ten (10) business days from the date of termination of the tender offer, the Issuer shall not make any repurchase, otherwise than pursuant to the tender offer, of: 19.4.4.1. Any security which is the subject of the tender offer, or any security of the same class and series, or any right to repurchase such securities; and 19.4.4.2. In the case of a tender offer which is an exchange offer, any security being offered pursuant to the exchange offer, or any security of the same class and series, or any right to repurchase any such security. 19.4.5. This rule shall not apply to — 19.4.5.1. Calls or redemption of any security in accordance with the terms and conditions of its governing instruments; 19.4.5.2. Offers to repurchase securities evidenced by a certificate, order form or similar document which represents a fractional interest in a share of stock or similar security. 19.5. Any person making a tender offer shall make an announcement of its intention in a national newspaper of general circulation within five (5) business days from either the company's board approval authorizing negotiations relative to the purchase of shares that may result to a mandatory tender offer or thirty (30) business days prior to the commencement of the offer; Provided, that such announcement shall not be made until the Offeror has the resources to implement the offer in full. A copy of the said notice shall be submitted to the Commission on the date of its publication. 19.6. Filing Requirements 19.6.1. No Offeror shall make a tender offer unless the Offeror: 19.6.1.1. Has filed with the Commission SEC Form 19-1, including all its exhibits, and 19.6.1.2. Has hand delivered a copy of the SEC Form 19-1, including all its exhibits, to the target company at its principal executive office and to each Exchange where such class of the target company's securities is listed for trading. 19.6.2. The Offeror shall file with the Commission copies of any additional tender offer materials as exhibit to SEC Form 19-1 and, if a material change occurs in the information set forth in such SEC Form, copies of an amendment to such form. Copies of the additional tender offer materials and amendments shall be hand delivered to the target company and to any Exchange as required above. 19.6.3. The Offeror shall report the results of the tender offer to the Commission by filing, not later than ten (10) business days after the termination of the tender offer, copies of the final amendments to SEC Form 19-1. 19.7. Disclosure Requirements in Tender Offers 19.7.1. The Offeror shall publish, send or give to security holders in the manner prescribed by SRC Rule 19.9, a report containing the following information: 19.7.1.1. The identity of the Offeror including his or its present principal occupation or business; 19.7.1.2. The identity of the target company; 19.7.1.3. The amount of class of securities being sought and the type and amount of consideration being offered; 19.7.1.4. The scheduled expiration date of the tender offer, whether the tender offer may be extended and, if so, the procedures for extension of the tender offer; 19.7.1.5. The exact dates when security holders who deposit their securities shall have the right to withdraw their securities pursuant to this Rule and the manner by which shares will be accepted for payment and which withdrawal may be effected; 19.7.1.6. If the tender offer is for less than all of the securities of the class and the Offeror is not obligated to purchase all securities tendered, the exact date of the period during which securities will be accepted on a pro rata basis under this Rule and the present intention or plan of the Offeror with respect to the tender offer in the event of an oversubscription by security holders; 19.7.1.7. The confirmation by the Offeror's financial adviser or another appropriate third party that the resources available to the Offeror are sufficient to satisfy full acceptance of the offer; and 19.7.1.8. The information required in SEC Form 19-1. 19.7.2. If any material change occurs in the information previously disclosed to security holders, the Offeror shall disclose promptly such change in the manner prescribed by this Rule. 19.8. Dissemination Requirements 19.8.1. An Offeror or Issuer shall publish the terms and conditions of the tender offering in two (2) national newspapers of general circulation in the Philippines on the date of commencement of the tender offer and for two (2) consecutive days after compliance with SRC Rule 19.7.1. 19.8.2. If a material change occurs in the information published, sent or given to security holders, the Offeror shall disseminate promptly a disclosure of such change in a manner reasonably calculated to inform security holders of such change. 19.9. Period and Manner of Making Tender Offers 19.9.1. A tender offer shall, unless withdrawn, remain open until the expiration of: 19.9.1.1. At least twenty (20) business days from its commencement; Provided, that an offer should as much as possible be completed within sixty (60) business days from the date the intention to make such offer is publicly announced; or 19.9.1.2. At least ten (10) business days from the date the notice of a change in the percentage of the class of securities being sought or in the consideration offered is first published, sent or given to security holders. 19.9.2. In a mandatory tender offer, the Offeror shall be compelled to offer the highest price paid by him for such securities during the preceding six (6) months. If the offer involves payment by transfer or allotment of securities, such securities must be valued on an equitable basis. 19.9.3. In case of a tender offer other than by an Issuer, the subject of the tender offer ("the target company") shall not engage in any of the following transactions during the course of a tender offer, or before its commencement if its board has reason to believe that an offer might be imminent, except if such transaction is pursuant to a contract entered into earlier, or with the approval of the shareholders in a general meeting or, where special circumstances exist, the Commission's approval has been obtained: 19.9.3.1. Issue any authorized but unissued shares; 19.9.3.2. Issue or grant options in respect to any unissued shares; 19.9.3.3. Create or issue, or permit the creation or issuance of, any securities carrying rights of conversion into, or subscription to, shares; 19.9.3.4. Sell, dispose of or acquire, or agree to acquire, any asset whose value amounts to five percent (5%) or more of the total value of the assets prior to acquisition; or 19.9.3.5. Enter into contracts that are not in the ordinary course of business. 19.9.4. The Offeror in a tender offer shall permit the securities tendered to be withdrawn (i) at any time during the period such tender offer remains open; and (ii) if not yet accepted for payment, after the expiration of sixty (60) business days from the commencement of the tender offer. 19.9.5. If the tender offer shall be for less than the total outstanding securities of a class, but a greater number of securities is tendered, the Offeror shall be obliged to accept and pay the securities on a pro rata basis, disregarding fractions, according to the number of securities tendered by each security holder during the period the offer was open. 19.9.6. In the event the Offeror in a tender offer increases the consideration offered after the tender offer has commenced, the Offeror shall pay such increased consideration to all security holders whose tendered securities have been accepted for payment by such Offeror, whether or not the securities were tendered prior to the variation of the tender offer's terms. 19.9.7. The Offeror in a tender offer shall either pay the consideration offered, or return the tendered securities, not later than ten (10) business days after the termination or the withdrawal of the tender offer. 19.9.8. No tender offer shall be made unless: 19.9.8.1. It is open to all security holders of the class of securities subject to the tender offer; and 19.9.8.2. The consideration paid to any security holder pursuant to the tender offer shall be the highest consideration paid to any other security holder during such tender offer. 19.9.9. The Offeror shall not extend the period of a tender offer without prior clearance from the Commission and without issuing a notice of such extension by publication in a national newspaper of general circulation. The notice shall include a disclosure of the number of securities deposited to date and shall be made public not later than the scheduled original expiration date of the offer. 19.10. Transactions Based on Material, Non-Public Information If a person shall become aware of a potential tender offer before the tender offer has been publicly announced, such person shall not buy or sell, directly or indirectly, the securities of the target company until the tender offer shall have been publicly announced. Such buying or selling shall constitute insider trading under Section 27.4 of the Code. 19.11. Withdrawal or Lapse of the Tender Offer Unless with the prior approval of the Commission, if an offer has been announced but has not become unconditional in all respects and has been withdrawn or has lapsed, neither the Offeror nor any person who acted in concert with it in the course of the offer may, within six (6) months from the date on which such offer has been withdrawn or has lapsed, announce an offer for the target company nor acquire any securities of the target company which would require such person to make a mandatory tender offer under this Rule and Section 19.1 of the Code. 19.12. Prohibited practices The following acts are prohibited in any tender offer: 19.12.1. To employ any device, scheme or artifice to defraud any person; 19.12.2. To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or 19.12.3. To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person. 19.13. Violation If equity securities of a public company are purchased at threshold amounts provided for in this Rule without complying with the tender offer requirements under this Rule, the Commission may, upon complaint, nullify such purchase and order the conduct of a tender offer, without prejudice to the imposition of other sanctions under the Code. 20.1. Applicability This Rule shall apply to all corporations covered by the reporting requirements of Section 17 of the Code and to any person who shall solicit votes for any stockholders' meeting or securing the written assent of stockholders in lieu of such meeting pursuant to Section 16 of the Corporation Code. 20.2. Definitions 20.2.1. As used in this Rule and SEC Form 20-IS, the following terms shall have the following meanings: 20.2.1.1. Employee Benefit Plan means any purchase, savings, option, profit sharing, bonus, incentive, pension or similar plan primarily for the benefit of employees, directors, trustees or officers. 20.2.1.2. Entity that exercises fiduciary powers means any entity that holds securities in a nominee's name or on behalf of a beneficial owner. 20.2.1.3. Information statement means the statement required by this Rule. 20.2.1.4. Proxy refers to the proxy, consent or authorization referred to in Section 20 of the Code. 20.2.1.5. Record date means the date on which the holders of securities entitled to vote at the meeting in person or by written consent or authorization shall be determined. 20.2.2. Solicitation 20.2.2.1. The terms solicit and solicitation shall include: 20.2.2.1.1. Any request for a proxy or authorization; 20.2.2.1.2. Any request to execute or not to execute, or to revoke, a proxy or authorization; or 20.2.2.1.3. The furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy. 20.2.2.2. The terms shall not apply to: 20.2.2.2.1. The performance by any person of ministerial acts on behalf of a person soliciting a proxy; or 20.2.2.2.2. Any solicitation made otherwise than on behalf of the Issuer where the total number of persons solicited is not more than nineteen (19). 20.3. Obligations of an Issuer Proposing Approval through a Stockholders' Meeting or by Written Assent 20.3.1. In the conduct of annual or other stockholders' meetings, the Issuer shall transmit either a written or verifiable soft copy of the information statement and proxy form (in case of a proxy solicitation) containing the information specified under SEC Form 20-IS, and a management report under SRC Rule 20.4, if applicable, to every security holder of the class entitled to vote. 20.3.2. The proxy form shall be prepared in accordance with SRC Rule 20.5. 20.3.3. Filing Requirements 20.3.3.1. Preliminary copies of the information statement and proxy form shall be filed with the Commission at least ten (10) business days prior to the date definitive copies of such material shall be first sent or given to security holders. 20.3.3.2. Upon filing the preliminary information material, the Issuer shall pay a filing fee in such amount that the Commission may determine. 20.3.3.3. Copies of the definitive information statement, proxy form and all other materials, if any, shall be filed with the Commission prior to the date such material/s shall be first sent or given to security holders. One (1) copy of the material/s shall at the same time be filed with, or mailed for filing to, any Exchange in which any class of securities of the Issuer is listed for trading. 20.3.3.4. The information statement, proxy form and management report referred to in SRC Rule 20.4, if applicable, shall be distributed to security holders at least fifteen (15) business days prior to the date of the stockholders' meeting; Provided, that in case any changes are made within the said fifteen (15) business days, the company shall comply with the following requirements: 20.3.3.4.1. Publish in a national newspaper of general circulation the order of the Commission granting the request of the company to make such changes within the said period; 20.3.3.4.2. Submit its updated Definitive Information Statement, proxy form and Management Report within five (5) business days from the approval by the Commission of the said changes; and 20.3.3.4.3. Distribute relevant portions of the Definitive Information Statement, proxy form and Management Report which have been updated pursuant to the changes made at least five (5) business days before the date of the stockholders' meeting. 20.3.3.5. Copies of the information statement and management report shall likewise be uploaded in the Issuer's website for downloading by interested parties. 20.3.4. If the solicitation or distribution shall be made personally in whole or in part, copies of all written instructions or other materials which (i) discuss, review or comment on the merits of any matter to be acted upon and (ii) which shall be furnished by the persons making the solicitation in connection with the solicitation shall be filed with, or mailed for filing to, the Commission by the person on whose behalf the solicitation shall be made not later than the date any such material is first sent or given to such individuals. 20.3.5. If any information statement, proxy form or other materials (if applicable) filed pursuant to this Rule is amended or revised, copies of such amended or revised material shall be filed in accordance with this Rule and marked to indicate clearly and precisely the changes made. 20.4. Report to be Furnished to Stockholders 20.4.1. If the information statement shall relate to an annual (or special meeting in lieu of the annual) meeting of stockholders at which directors shall be elected, it shall be accompanied or preceded by a management report to such stockholders containing the following: 20.4.1.1. Consolidated audited financial statements and interim unaudited financial statements (if applicable), as required by SRC Rule 68, as amended; 20.4.1.2. Information concerning disagreements with accountants on accounting and financial disclosures; 20.4.1.3. Management's discussion and analysis or plan of operation; 20.4.1.4. Brief description of the general nature and scope of the business of the Issuer and its subsidiaries; 20.4.1.5. Identity of each of the Issuer's directors and executive officers, including their principal occupation or employment, name and principal business of any organization in which such persons are employed; 20.4.1.6. Market price of and dividends on the Issuer's common shares; 20.4.1.7. Discussion on compliance with leading practices on corporate governance; and 20.4.1.8. Undertaking in bold face prominent type to provide without charge to each person solicited, upon written request of any such person, a copy of the Issuer's annual report on SEC Form 17-A and the name and address of the person to whom such written request is to be directed. At the discretion of management, a charge may be made for exhibits, provided the charge is limited to reasonable expenses incurred by the Issuer in furnishing the exhibits. 20.4.2. Any information required to be disclosed in the information statement, which is also contained in the Issuer's annual report, need not be provided in the said statement. Reference to the page of the annual report shall, however, be made. 20.4.3. In case of a special meeting where the Issuer has already distributed to its stockholders its annual report on SEC Form 17-A for the fiscal year preceding the date of its annual stockholders' meeting, it shall no longer be required to comply with SRC Rule 20.4.1 except with respect to the disclosure of updated financial and non-financial information. 20.4.4. Copies of the management report for distribution to security holders shall be filed with the Commission prior to the date on which such report shall be first sent or given to security holders. 20.4.5. The distribution of the management report to security holders shall be considered as compliance with Section 75 of the Corporation Code in regard to the presentation of a financial report of operations, including financial statements, to the stockholders at their regular meeting. 20.5. Requirements as to Form of Proxy and Delivery of Information to Security Holders 20.5.1. The form of proxy shall: 20.5.1.1. Indicate in bold face on whose behalf the solicitation is being made; 20.5.1.2. Provide a specifically designated blank space for dating the proxy form; 20.5.1.3. Identify clearly and impartially each separate matter intended to be acted upon; 20.5.1.4. Be in writing, signed by the stockholder or his duly authorized representative; and 20.5.1.5. Be filed with the corporate secretary before the scheduled meeting. 20.5.2. Appropriate means shall be provided in the proxy form to give the person solicited the opportunity to specify his choice between approval or disapproval of, or abstention with respect to, each separate matter referred to therein intended to be acted upon, other than election to office. A proxy may confer discretionary authority with respect to matters as to which a choice is not specified by the security holder provided the form of proxy states in bold face how it is intended to vote the shares represented by the proxy in each such case. 20.5.3. A proxy form that provides for the election of directors shall state the names of persons nominated for election as directors. The form shall clearly provide any of the following means for security holders to withhold authority to vote for each nominee: 20.5.3.1. A box opposite the name of each nominee which may be marked to indicate that the authority to vote for such nominee is withheld; 20.5.3.2. An instruction in bold face which indicates that the security holder may withhold the authority to vote for any nominee by lining through or otherwise striking out the name of the nominee; or 20.5.3.3. Designate blank spaces in which the shareholder may enter the names of nominees to whom the shareholder chooses to withhold the authority to vote. 20.5.4. Any proxy form executed by the security holder in such manner as not to withhold the authority to vote for the election of any nominee shall be deemed to grant such authority, provided the form so states in prominent bold face. 20.5.5. A proxy may confer discretionary authority to vote with respect to any of the following: 20.5.5.1. Matters that are to be presented at the meeting but which, at a reasonable time before the solicitation, are not known to the persons making the solicitation; Provided, that a specific statement to that effect is made in the information statement or proxy form; 20.5.5.2. Approval of the minutes of the prior meeting; 20.5.5.3. Election of any person to any office for which a bona fide nominee is named in the information statement and such nominee is unable to serve or for good cause will not be able to serve; or 20.5.5.4. Matters incidental to the conduct of the meeting. 20.5.6. No proxy shall confer authority: 20.5.6.1. To vote for any person to any office for which a bona fide nominee is not named in the information statement or any material attached to it; 20.5.6.2. To vote with respect to more than one meeting (and any of its adjournment), unless a specific statement is made in the information statement and proxy form that the proxy is valid for more than one meeting; Provided, that no proxy shall be valid and effective for a period longer than five (5) years from the date of the proxy; or 20.5.6.3. To consent to or authorize any action other than the action proposed to be taken in the information statement or matters referred to above. 20.5.7. The proxy form shall provide, subject to reasonable specific conditions, that the shares represented by the proxy will be voted and that, where the person solicited specifies by means of a ballot provided pursuant to this Rule a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stated specifications made. 20.5.8. No person making a solicitation covered by this Rule shall solicit: 20.5.8.1. Any undated or post-dated proxy; or 20.5.8.2. Any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the security holder. 20.6. Obligations of an Issuer to Provide a List of, or Mail Meeting Material/s to Security Holders 20.6.1. If a record or beneficial holder of securities of the class entitled to vote at the meeting makes a written request to be provided with a list of stockholders or to mail the meeting materials, the Issuer shall grant the request either by providing the list or mailing the materials to the requesting stockholder. 20.6.2. If the Issuer opts to mail the materials for the requesting stockholder, the Issuer shall: 20.6.2.1. Promptly advise the requesting stockholder of the number of record holders and beneficial holders to whom the materials will be sent; 20.6.2.2. Inform the requesting stockholder of the estimated cost of mailing an information statement, proxy form or other materials to such holders; and 20.6.2.3. Promptly mail the materials to the stockholders. 20.7. Providing Copies of Material to Beneficial Owners 20.7.1. If the Issuer or solicitor knows that the securities of any class entitled to vote at a meeting for which SEC Form 20-IS is furnished are held of record by a broker, dealer, investment house, voting trustee, bank, association, or other entity that exercises fiduciary powers in a nominee's name or otherwise, the Issuer or solicitor shall, by first class mail, electronic mail, facsimile, or other equally prompt means, inquire from such record holders at least twenty (20) business days prior to the record date of the meeting: 20.7.1.1. Whether other persons are the beneficial owners of such securities and, if so, the number of copies of the information statement necessary to supply such material to such beneficial owners; and 20.7.1.2. In the case of an annual (or special meeting in lieu of the annual) meeting at which directors are to be elected, the number of copies of the management report to security holders necessary to supply such report to beneficial owners to whom such reports are to be distributed by such record holder. 20.7.2. The Issuer or solicitor shall supply, in a timely manner, each record holder for whom the inquiries required by SRC Rule 20.7.1 are made with copies of the information statement and/or the management report to security holders in such quantities, assembled in such form and at such place(s), as the record holder may reasonably request in order to send such material to each beneficial owner of securities to be furnished with such material by the record holder. 20.7.3. At the request of any record holder that is supplied with the information statement and/or annual reports to security holders pursuant to SRC Rule 20.7.1, the Issuer shall reimburse the record holder for its reasonable expenses for the mailing of such material to the beneficial owners. 20.8. Special Provisions Applicable to Solicitation of Votes Other Than by the Issuer 20.8.1. This Rule applies to solicitations by any person or group of persons other than the Issuer in regard to any item/s to be taken up in an annual or special stockholders' meeting. 20.8.2. Notwithstanding the provisions of SRC Rule 20.3, a solicitation subject to this Rule may be made without furnishing the security holders an information statement on SEC Form 20-IS, provided that: 20.8.2.1. The following information are stated in the communication that shall be attached to and distributed with the proxy form prepared in accordance with SRC Rule 20.5: 20.8.2.1.1. The name of the solicitor and person who shall shoulder the expenses, and the mode of solicitation; 20.8.2.1.2. In case of election of directors, the name/s of the nominee/s, including his business experience for the past five (5) years, involvement in legal proceedings, family relationship with any other nominee, incumbent director or officer, and his interest, direct or indirect, in security holdings or related businesses; 20.8.2.13. A discussion of the reason/s for the solicitation of votes against the proposed action/s by the Issuer; 20.8.2.1.4. A brief description of any substantial interest, direct or indirect, in security holdings or related businesses of each solicitor or participant to the solicitation in any matter to be acted upon at the meeting, and with respect to each solicitor the following information or its fair and accurate summary: 20.8.2.1.4.1. Name and business address of the solicitor; 20.8.2.1.4.2. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on; 20.8.2.1.4.3. Amount of each class of securities of the Issuer which the solicitor owns beneficially, directly or indirectly; 20.8.2.1.4.4. Amount of each class of securities of the Issuer which the solicitor owns of record but not beneficially; 20.8.2.1.4.5. All securities of the Issuer purchased or sold by the solicitor within the past two (2) years, the dates on which they were purchased or sold and the amount purchased or sold on each date; 20.8.2.1.4.6. If the solicitor is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any security of the Issuer, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or of profit, division of losses or profits, or the giving or withholding of proxies. If so, name the parties to such contracts, arrangements or understandings and give their details; and 20.8.2.1.4.7. Amount of each class of securities of any parent or subsidiary of the Issuer which the solicitor owns beneficially, directly or indirectly. 20.8.2.1.5. If specially engaged employees, representatives or other persons have been or are to be employed to solicit security holders, the [i] material features of any contract or arrangement for such solicitation and the identity of the parties, [ii] their cost or anticipated cost, and [iii] approximate number of such employees or employees of any other person (naming such other person) who will solicit security holders; and 20.8.2.1.6. The total amount estimated to be spent and the total expenditures in furtherance of, or in connection with, the solicitation of security holders. 20.8.2.2. All matters to be taken up in the meeting shall be described and reflected in the proxy form and its attachments. 20.8.3. Copies of the proxy form with its attachments shall be filed with the Commission at least fifteen (15) business days prior to the date such materials shall be distributed, sent or given to any security holder. 20.8.4. The prescribed filing fees for each proxy solicitation other than by the Issuer shall be paid to the Commission. 20.9. False or Misleading Statements 20.9.1. No information subject to this Rule shall be made containing any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. 20.9.2. The fact that a statement or other material has been filed with or examined by the Commission shall not be considered a finding by the Commission that such material is accurate or complete, or not false or misleading, or that the Commission has passed upon the merits of or approved any statement contained therein or any matter to be acted upon by security holders. No representation contrary to the foregoing shall be made. 20.10. Obligation of Issuers in Communicating with Beneficial Owners 20.10.1. If the Issuer knows that securities of any class entitled to vote at a meeting with respect to which the Issuer intends to solicit proxies, consents or authorizations are held of record by a broker, dealer, investment house, voting trustee, bank, association, or other entity that exercises fiduciary powers in nominee name or otherwise, the Issuer shall by first class mail, electronic mail, facsimile, or other equally prompt means, inquire of such record holders at least twenty (20) business days prior to the record date of the meeting: 20.10.1.1. Whether other persons are the beneficial owners of such securities and if so, the number of copies of the proxy and other soliciting material necessary to supply such material to such beneficial owners; and 20.10.1.2. In the case of an annual (or special meeting in lieu of the annual) meeting at which directors are to be elected, the number of copies of the management report to security holders necessary to supply such report to beneficial owners to whom such reports are to be distributed by such record holder. 20.10.2. The Issuer shall supply, in a timely manner, each record holder of whom the inquiries required by SRC Rule 20.10.1 are made with copies of the information statement, proxy form (if applicable), other proxy soliciting material, and/or the management report to security holders, in such quantities, assembled in such form and at such place(s), as the record holder may reasonably request in order to send such material to each beneficial owner of securities who is to be furnished with such material by the record holder. 20.10.3. Upon the request of any record holder that is supplied with the said documents pursuant to SRC Rule 20.10.2, the Issuer shall reimburse the record holder for its reasonable expenses in completing the mailing of such material to beneficial owners. 20.11. Other Procedural Requirements 20.11.1. Annual Meeting 20.11.1.1. Regular meeting of stockholders for the election of Directors and Officers of the corporation shall be held annually on the date fixed in the by-laws, or if not so fixed, on any date in April as determined by the Board of Directors. If the date of the annual meeting falls on a legal holiday, the annual meeting shall be held in the next succeeding business day which is not a legal holiday. 20.11.1.2. The annual stockholders' meeting shall be held in the city or municipality where the principal office of the corporation is located, and if practicable in the principal office of the corporation. Metro Manila shall, for purposes of said meeting, be considered a city or municipality. 20.11.1.3. Written notice, stating the date, time and place of the annual meeting shall be sent to all stockholders of record at least two (2) weeks prior to the scheduled annual stockholders' meeting, unless a different period is required by the by-laws. The distribution to stockholders of information statement (SEC Form 20-IS) within the prescribed period under this Rule shall be sufficient compliance with the notice requirement. 20.11.1.4. If for any justifiable and valid reason, the annual stockholders' meeting has to be postponed, the corporation shall notify the Commission in writing of such postponement within ten (10) days from the date of such postponement. 20.11.1.5. No postponement of annual stockholders' meeting shall be allowed except for justifiable reasons to be stated in writing signed under oath by the President or Secretary of the corporation. 20.11.1.6. The Commission en banc may, motu proprio, or upon the written request of any stockholder, direct the calling of an annual stockholders' meeting under its supervision, if the corporation fails or refuses to call said meeting for any justifiable reason. 20.11.1.7. The Commission may send its representatives/observers to stockholders' meetings, under such terms and conditions it deems appropriate. 20.11.1.8. Unless otherwise provided by the by-laws, the stock and transfer book shall be closed at least twenty (20) days before the scheduled date of the annual stockholders' meeting to enable the corporation to prepare a list of stockholders entitled to vote. 20.11.1.9. A copy of the list of stockholders entitled to vote shall be made available at the company's principal office at least fifteen (15) days prior to the date of the annual stockholders' meeting and the corporation shall furnish a copy thereof to any stockholder who may request the same at the expense of said stockholder. 20.11.2. Proxy 20.11.2.1. The corporate by-laws shall be controlling in determining the proper procedure to be followed in the execution and acceptance of proxies, provided that the minimum required formalities prescribed under Section 58 of the Corporation Code and SRC Rule 20 shall be complied with. 20.11.2.2. The notice of stockholders' meeting shall also set the date, time and place of the validation of proxies, which in no case shall be less than five (5) days prior to the annual stockholders' meeting to be held. The presence of any stockholder who may wish to be present in person or through counsel shall be allowed. 20.11.2.3. Failure to affix documentary stamps shall not affect the validity of the proxy. The only adverse effect of such failure is that the same cannot be recorded as a public document and cannot be admitted or used as evidence in Court until the required documentary stamp is affixed and cancelled. 20.11.2.4. Unless required by the corporate by-laws, a proxy need not be notarized. 20.11.2.5. If the name of the proxy is left in blank, the person to whom it is given or the issuer corporation receiving the proxy is at liberty to fill in any name he/it chooses. 20.11.2.6. If a duly accomplished and executed proxy is undated, the postmark or, if not mailed, its actual date of presentation shall be considered. 20.11.2.7. A proxy executed by a corporation shall be in the form of a board resolution duly certified by the Corporate Secretary or in a proxy form executed by a duly authorized corporate officer accompanied by a Corporate Secretary's certificate quoting the board resolution authorizing the said corporate officer to execute the said proxy. 20.11.2.8. If the by-laws provide for a cut-off date for the submission of proxies the same should be strictly followed. In the absence of a provision in the by-laws fixing a deadline, proxies shall be submitted not later than ten (10) days prior to the date of the stockholders meeting. 20.11.2.9. Where the corporation receives more than one (1) proxy from the same stockholder and they are all undated, the postmark dates shall be considered. If the proxies are mailed on the same date, the one bearing the latest time of day of postmark is counted. If the proxies are not mailed, then the time of their actual presentation is considered. That which is presented last will be recognized. 20.11.2.10. Where a proxy is given to two (2) or more persons in the alternative in one instrument, the proxy designated as an alternate can only act as proxy in the event of non-attendance of the other designated person. 20.11.2.11. Where the same stockholder gives two (2) or more proxies, the latest one given is to be deemed to revoke all former proxies. 20.11.2.12. A proxy shall be valid only for the meeting for which it is intended. 20.11.2.13. Executors, administrators, receivers and other legal representatives duly appointed by the court may attend and vote on behalf of the stockholders without a need of any written proxy. 20.11.2.14. If the stockholder intends to designate several proxies, the number of shares of stock to be represented by each proxy shall be specifically indicated in the proxy form. If some of the proxy forms do not indicate the number of shares, the total shareholdings of the stockholder shall be tallied and the balance thereof, if any, shall be allotted to the holder of the proxy form without the number of shares. If all are in blank, the stocks shall be distributed equally among the proxies. The number of persons to be designated as proxies may be limited by the By-laws. 20.11.2.15. In case of shares of stock owned jointly by two (2) or more persons, the consent of all co-owners shall be necessary to appoint or revoke a proxy. 20.11.2.16. For persons owning shares in an "and/or" capacity, any one of them may appoint and revoke a proxy. 20.11.2.17. Proxies executed abroad shall be duly authenticated by the Philippine Embassy or Consular Office. 20.11.2.18. No member of the Stock Exchange and no broker/dealer shall give any proxy, consent or authorization, in respect of any security carried for the account of a customer to a person other than the customer, without the express written authorization of such customer. The proxy executed by the broker shall be accompanied by a certification under oath stating that before the proxy was given to the broker, he had duly obtained the written consent of the persons in whose account the shares are held. 20.11.2.19. A proxy shall not be invalidated on the ground that the stockholder who executed the same has no signature card on file with the Corporate Secretary or Transfer Agent, unless it can be shown that he/she had refused to submit the signature card despite written demand to that effect duly received by the said stockholder at least ten (10) days before the annual stockholders' meeting and election. 20.11.2.20. There shall be a presumption of regularity in the execution of proxies and shall be accepted if they have the appearance of prima facie authenticity in the absence of a timely and valid challenge. 20.11.2.21. In the validation of proxies, a special committee of inspectors shall be designated or appointed by the Board of Directors which shall be empowered to pass on the validity of proxies. [GSIS -vs.- Rosete (Meralco), April 16, 2009] 20.11.2.22. Any violation of this Rule on Proxy shall be subject to the administrative sanctions provided for under Section 144 of the Corporation Code and Section 54 of the Code, and shall render the proceedings null and void. At the time of filing with the Commission of any statement required under Section 19 for any tender offer or Section 72.2 of the Code for issuer repurchases, or Section 20 for proxy or consent solicitation, the Commission may require that the person making such filing pay a fee of not more than one-tenth (1/10) of one percentum (1%) of: 21.1. The proposed aggregate purchase price in the case of a transaction under Sections 20 or 72 of the Code. 21.2. The proposed payment in cash, and the value of any securities or property to be transferred in the acquisition, merger or consolidation, or the cash and value of any securities proposed to be received upon the sale or disposition of such assets in the case of a solicitation under Section 20 of the Code. The Commission shall prescribe by rule diminishing fees in inverse proportion to the value of the aggregate price of the offering. Every issuer which has a class of securities that satisfies the requirements of Subsection 17.2 shall: 22.1. Make and keep books, records, and accounts which, in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the issuer. 22.2. Devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: 22.2.1. Transactions and access to assets are pursuant to management authorization 22.2.2. Financial statements are prepared in conformity with generally accepted accounting principles that are adopted by the Accounting Standards Council and the rules promulgated by the Commission with regard to the preparation of financial statements 22.2.3. Recorded assets are compared with existing assets at reasonable intervals and differences are reconciled 23.1. Every person who is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of any security of a company which satisfies the requirements of Subsection 17.2 of the Code, or who is a director or an officer of the issuer of such security, shall: 23.1.1. Within ten (10) calendar days after the effective date of the registration statement for that security, or within ten (10) calendar days after he becomes such beneficial owner, director or officer, subsequent to the effective date of the registration statement, whichever is earlier, file a statement with the Commission, and with the Exchange, if the security is listed on an Exchange, on Form 23-A indicating the amount of securities of such issuer of which he is the beneficial owner; 23.1.2. Within ten (10) calendar days after the close of each calendar month thereafter, if there has been any change in such ownership during the month, file a statement with the Commission and with the Exchange, if the security is listed on an Exchange, on Form 23-B indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during that calendar month; 23.1.3. Notify the Commission if his direct or indirect beneficial ownership of securities falls below ten percent (10%), or if he ceases to be an officer or director of the Issuer. After filing such notification, he shall no longer be required to file Form 23-B. However, a newly appointed officer, who has no beneficial ownership over the shares of the company, shall notify the Commission of such fact within ten (10) calendar days from such appointment. 23.1.4. If the security is listed on an Exchange, the report shall be filed on that Exchange in accordance with the rules of the Exchange, but not more than five (5) calendar days after such person became beneficial owner. The filing with the Exchange may be deemed as filing with the Commission pursuant to a Memorandum of Agreement between the Exchange and the Commission; Provided that, the Memorandum of Agreement shall provide for the ability of the Commission to download and upload the same information made available to the Exchange. 23.2. In determining whether a person is the beneficial owner, directly or indirectly, of more than ten percent (10%) of any class of any registered security, such class shall be deemed to consist of the amount of such class which has been issued. For the purpose of determining the percentage of ownership of voting trust certificates or certificates of deposit for securities, the class of voting trust certificate or certificates of deposit shall consist of the entire amount of issuable voting trust certificates or certificates of deposit. 23.3. A person filing a statement pursuant to this Rule otherwise than as the direct beneficial owner of any security shall specify the nature of his beneficial ownership in such security. 23.4. A partner who is required under this Rule to report in respect to any security owned by the partnership may include in his statement the entire amount of such security owned by the partnership and state that he has an interest in such security by reason of his membership in the partnership without disclosing the extent of such interest; or such partner may file a statement only as to the amount of such security which represents his proportionate interest in the partnership, indicating that the statement covers only such interest.