Ayala Land Inc.

San Miguel Corporation

Per the Prospectus dated July 18, 2013 Per the Prospectus dated March 9, 2016
The Companys preferred shares prior to The Prospectus relates to the shelf
2012 were subscribed and issued registration and continuous offer by way
through a stock rights offer with the of sale in the Philippines (the Offer) of
following features: up to 975,571,800 cumulative, non-
voting, non-participating, non-
a. non-voting; convertible Peso-denominated Series 2
b. dividend rate of 4.64% p.a., Preferred Shares (the Offer Shares) of
payable annually, San Miguel Corporation (SMC, the
noncumulative; Company, the Parent Company or
c. nonparticipating; the Issuer).
d. convertible at the option of the
holder at a ratio of one (1) In accordance with the Amended
preferred share to one (1) Articles of Incorporation of the
common share commencing on Company and as approved by the Board
the 10th year from issue date at an of Directors of the Company through the
exercise price equivalent to the Enabling Resolutions, the Offer Shares
higher of (i) the 30-day average are Philippine Peso denominated,
closing price or (ii) closing price of cumulative, non-voting, non-
common shares immediately participating and non-convertible, each
preceding the exercise date, less with different features on dividend rate,
the par value of the preferred redemption and adjustment of dividend
shares; rate. The number of Offer Shares to be
e. no pre-emptive rights; allocated to each subseries shall be
f. non-redeemable; determined by the Board of Directors of
g. non-listed; and, the Company. SMC can issue the Offer
h. preferred in liquidation to the Shares only upon full payment by the
extent of par value. subscribers of the subscription price for
the said shares which shall be 75.00 per
The dividends for preferred shares are share.
declared upon the sole discretion of the
Companys BOD. The Offer Shares shall be filed under a
shelf registration to be issued in tranches
within a period of three (3) years.

The Offer Shares have a par value of

5.00 per share and with the following
general features (for the specific terms of
the Offer Shares please refer to the
Terms of the Offer and the Offer
Supplement of the relevant issue
tranche):

a. Dividends The Board of

Directors shall have the sole
discretion to declare dividends on
the Offer Shares, provided that
SMC has unrestricted retained
earnings, and provided that the
rate of dividend or formula for
determining the same rate shall
be indicated in the relevant
enabling resolutions.

Dividends, if and when declared

by the Board of Directors, will be
payable once for every Dividend
Period on such date set by the
Board of Directors at the time of
declaration of such dividends
(each a Dividend Payment
Date) with reference to the Offer
Price, which date shall be any day
within the period commencing on
(and including) the last day of a
Dividend Period and 15 calendar
days from the end of the relevant
Dividend Period. A Dividend
Period shall refer to the period
commencing on the relevant issue
date and having a duration of
three (3) months, and thereafter,
each of the successive periods of
three (3) months commencing on
the last day of the immediately
preceding Dividend Period up to,
but excluding the first day of the
immediately succeeding
Dividend Period; provided that,
the first Dividend Period of the
Offer Shares shall be the period
commencing on the relevant issue
date and ending on the last day of
 the then current dividend period
for the outstanding Series 2
Preferred Shares.

The holders of the Offer Shares

shall not be entitled to any
participation or share in the
retained earnings remaining after
dividend payment shall have
been made on the shares as
aforementioned, nor shall they be
entitled to any other kind of
dividend payment whether cash,
property, or stock, other than
corresponding to the dividend
rate determined by the Board of
Directors.

b. Conversion - The Series 2

Preferred Shares may be
convertible into common shares,
as determined by the Board of
Directors, on terms and
conditions (including conversion
period, conversion ratio and
price) to be determined and fixed
by the Board of Directors in the
relevant enabling resolutions.
The Offer Shares are not
convertible.

c. Redemption SMC has the

option, but not the obligation, to
redeem all or part of the Offer
Shares at a price and at such time
that the Board of Directors shall
determine. The Offer Shares,
when redeemed, shall not be
considered retired and may be re-
issued by SMC at a price to be
determined by the Board of
Directors.
 As and if declared by the Board of
Directors, SMC may redeem the
Offer Shares on the redemption
price determined therefor. The
terms of any redemption will be
set out in the relevant Offer
Supplement.

If at any time, SMC is allowed to

redeem more than one Subseries
of the Series 2 Preferred Shares,
and provided that such Subseries
is already redeemable in
accordance with the terms and
conditions of their issuance, SMC
has the option to redeem, without
preference or priority, in whole or
in part, any or all of the Subseries
of the Series 2 Preferred Shares.

SMC has not established, and

currently has no plans to
establish, a sinking fund for the
redemption of the Offer Shares.

d. Liquidation In the event of a

return of capital in respect of
liquidation, dissolution,
bankruptcy or winding up of the
affairs of SMC but not on a
redemption or purchase by SMC
of any of its share capital, the
holders of the Offer Shares at the
time outstanding will be entitled
to receive, in Pesos, out of the
assets of SMC available for
distribution to shareholders,
together with the holders of any
other shares of SMC ranking, as
regards repayment of capital, pari
passu with the Offer Shares and
before any distribution of assets is
made to holders of any class of
 shares ranking after the Offer
Shares as regards repayment of
capital, liquidating distributions
in an amount equal to the
Redemption Price of (and
including) the date of
commencement of the winding
up of SMC or the date of any such
other return of capital, as the case
may be. If, upon any return of
capital in the winding up of SMC,
the amount payable with respect
to the Series 1 and Series 2
Preferred Shares, inclusive of the
Offer Shares are not paid in full,
the holders of such shares will
share proportionately in any such
distribution of the assets of SMC
in proportion to the full
respective preferential amounts
to which they are entitled. After
payment of the full amount of the
liquidating distribution to which
they are entitled, the holders of
the Offer Shares will have no right
or claim to any of the remaining
assets of SMC and will not be
entitled to any further
participation or return of capital
in a winding up.

e. Voting Rights Holders of the

Series 2 Preferred Shares shall
not be entitled to vote except in
cases expressly provided by law.
Thus, the holders of the Offered
Shares are not eligible, for
example, to vote for or elect the
Board of Directors of SMC.
Holders of the Series 2
Preferred Shares, including the
Offer Shares, however, may vote
on matters which the Corporation
Code considers significant
corporate acts that may be
implemented only with the
approval of shareholders,
including those holding shares
denominated as non-voting in the
articles of incorporation. The
following acts require the
approval of the shareholders
representing at least two-thirds of
the issued and outstanding
capital stock of SMC in a meeting
duly called for the purpose:

Amendment of the
Amended Articles of
Incorporation (including any
increase or decrease of capital
stock);
Delegation to the Board of
Directors of the power to
amend or repeal the Amended
By-laws or to adopt a new by-
laws;
Sale, lease, exchange,
mortgage, pledge or other
disposition of all or
substantially all of the assets of
SMC;
Incurring, creating or
increasing bonded
indebtedness;
Increase or decrease of
capital stock;
Merger or consolidation of
SMC with another corporation
or corporations;
Investment of corporate
funds in any other corporation
or business or for any purpose
other than the primary
purpose for which SMC was
organized;
 Ratification of contracts of
a director or an officer with
SMC;
Extension or shortening of
the corporate term of SMC;
Declaration and issuance
of stock dividends; and
Dissolution of SMC.

However, for the amendment of

the Amended By-laws of SMC, the
approval of the shareholders
representing at least a majority of
the issued and outstanding capital
stock of SMC in a meeting duly
called for the purpose is required.

f. Pre-emptive Rights Holders of

the Series 2 Preferred Shares
including the Offer Shares, shall
have no pre-emptive right to any
issue or disposition of any share
of any class of SMC.
Petron Corporation Globe Telecom Robinsons Retail
Holdings Inc.
Prospectus dated Per the Prospectus dated Per the Prospectus dated
February 10, 2010 May 18, 2012 October 24, 2013
The Preferred Shares Preferred Shares The preferred stock has
General Features Preferred stock at a par the following features:
The Preferred Shares shall value of P5 per share of a. Preferred
have the following which 158 million shares stockholders are
features, rights and are outstanding out of a entitled to receive
privileges: total authorized of 250 preferential but
a. The Offer Price of million shares. non-cumulative
the Preferred dividends at the
Shares will be Preferred stock has the rate to be
determined at the following features: determined by the
time of issuance; a. Issued at P5 par; BOD of RBC.
b. The dividend rate b. Dividend rate to be b. Preferred stocks
of the Preferred determined by the are redeemable at
Shares will be Board of Directors the option of RBC
determined at the at the time of Issue; at any time
time of issuance; c. One preferred provided that the
c. Cumulative in share is redemption price
payment of current convertible to one shall not be lower
dividends as well common share than the par value
as any unpaid back starting at the end or higher than
dividends; of the 10th year of 110.00% of said par
d. Non-convertible the issue date at a value.
into common price to be c. In the event of any
shares; determined by the voluntary or
e. Preference over Globes Board of involuntary
holders of Directors at the liquidation, the
common stock in time of issue preferred
the distribution of which shall not be stockholders are
corporate assets in less than the entitled to receive
the event of market price of the the liquidation
dissolution and common share less value of the said
liquidation of the the par value of the shares equivalent
Company and in preferred share; to 110.00% of the
the payment of the d. Call option par value plus any
dividend at the Exercisable any unpaid but
rate specified at time by Globe declared dividends
the time of starting at the end thereon. If the net
issuance; of the 5th year assets of RBC shall
 f. Non-participating from issue date at a be insufficient to
in any other or price to be pay in full the
further dividends determined by the liquidation value of
beyond the Board of Directors all the preferred
dividends at the time of the stock, then such net
specifically issue; resources shall be
payable on the e. Eligibility of distributed among
Preferred Shares; Investors Only such preferred
g. Non-voting except Filipino citizens or stock ratably in
in those cases corporations or accordance with
specifically partnerships the respective
provided by law; wherein 60% of the liquidation value of
h. No pre-emptive voting stock of the shares they are
rights to any voting power is holding.
subsequent issue owned by Filipino;
of the Companys f. With voting rights;
shares; and g. Cumulative and
i. Redeemable at the non-participating;
option of the h. Preference as to
Company under dividends and in
such terms as the the event of
Board may liquidation; and
approve at the i. No preemptive
time of the right to any share
issuance of the issue of Globe, and
Preferred Shares. subject to yield
protection in case
The holders of the of change in tax
Preferred Shares do not laws.
have identical rights and
privileges with holders of The dividends for
the preferred shares are
existing common shares of declared upon the sole
the Company. discretion of the Globes
Board of Directors.

As of April 30, 2012, none

of the preferred shares
have been converted to
common shares.