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INFORMATION STATEMENT<br />

(SEC FORM 20-IS)<br />

A. GENERAL INFORMATION<br />

WE ARE NOT ASKING YOU FOR A PROXY<br />

AND YOU ARE REQUESTED NOT TO SEND US A PROXY<br />

Item 1.<br />

DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS<br />

Date of meeting : June 22, 2011<br />

Time of meeting : 3:00 P.M.<br />

Place of meeting : 11 th Floor Opal Function Room<br />

(Penthouse), Midas Hotel, 2702 Roxas<br />

Boulevard, Pasay City<br />

Approximate date of mailing of this<br />

Statement : May 31, 2011<br />

Registrant’s Mailing Address : 12 th Floor, Times Plaza Bldg. UN Ave.<br />

corner Taft Ave. Ermita, Manila<br />

Item 2.<br />

DISSENTERS’ RIGHT OF APPRAISAL<br />

Under the Corporation Code, a dissenting stockholder shall have the right of appraisal or the right to<br />

demand payment of the fair value of his shares in the following instances:<br />

a. any amendment to the articles of incorporation which has the effect of changing or<br />

restricting the rights of any stockholder or class of shares, or of authorizing preferences in<br />

any respect superior to those of outstanding shares of any class, or of extending or<br />

shortening the term of corporate existence;<br />

b. sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially<br />

all of the corporate property and assets;<br />

c. merger or consolidation.<br />

In the foregoing cases, any stockholder who wishes to exercise his appraisal right must have voted<br />

against the proposed corporate action, made a written demand on the corporation within thirty (30) days<br />

after the date on which the vote was taken for payment of the fair value of his shares as well as<br />

complied with all other requirements provided under Title X of the Corporation Code. Failure to make<br />

the demand within such period or comply with the requirements provided under Title X of the<br />

Corporation Code shall be deemed a waiver of the appraisal right. If the proposed corporate action is<br />

implemented or effected, the corporation shall pay to such stockholder, upon surrender of the<br />

certificate or certificates of stock representing his shares, the fair value thereof as of the day prior to<br />

the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such<br />

corporate action.<br />

If within a period of sixty (60) days from the date the corporate action was approved by the stockholders,<br />

the withdrawing stockholder and the corporation cannot agree on the fair value of the shares, it shall be<br />

determined and appraised by three (3) disinterested persons, one of whom shall be named by the<br />

stockholder, another by the corporation, and the third by the two thus chosen. The findings of the<br />

majority of the appraisers shall be final, and their award shall be paid by the corporation within thirty<br />

(30) days after such award is made. No payment shall be made to any dissenting stockholder unless<br />

the corporation has unrestricted retained earnings in its books to cover such payment. Upon payment<br />

by the corporation of the agreed or awarded price, the stockholder shall forthwith transfer his shares to<br />

the corporation.

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