MC No. 05 s.2017 - Certificate of Qualification

Securities and Exchange Commission PHILIPPINES SEC MEMORANDUM CIRCULAR NO. j> Series of 2017 TO ALL INDEPENDENT DIRECTORS SUBJECT CERTIFICATE OF QUALIFICATION DATE 07 March 2017 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 p r o 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, 1Q_ March 2017. For the Commission: TERESuA J. Chairperson Published: Phil. Daily Inquirer, March 16, 2017 Manila Standard, March 16, 2017

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. 1 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 COMPANY NATURE OF DIRECTOR/OFFICER/ RELATIONSHIP SUBSTANTIAL SHAREHOLDER 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 TRIBUNAL OR AGENCY STATUS CHARGED/INVESTIGATED INVOLVED 6. (For those in government service/affiliated w i t h a government agency or GOCC) I have the required written permission or consent from the f 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.

7. I shall faithfully and diligently comply w i t h 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. SUBSCRIBED AND SWORN to before me this day of Affiant at affiant personally appeared before me and exhibited to me his/her issued at on . Doc. No. _ Page N o . . Book No. Series of