RULES GOVERNING REDEEMABLE AND TREASURY SHARES (1982)

The following rules governing redeemable shares (Section 8, CCP) and treasury shares
(Section 9 and 41, CCP) are hereby promulgated:

SECTION 1. General Provisions. —

The outstanding capital stock of a corporation, including unpaid subscriptions, shall

constitute a trust fund held by the corporation for the benefit of its creditors which shall
not be returned to the stockholders by repurchase of shares or otherwise, except in the
manner as provided for under the Corporation Code and these rules.

SECTION 2. Definitions. —

The following terms shall have the respective meanings when used in these rules:

a. Treasury shares — Treasury shares are shares of stock which have been issued and
fully paid, but subsequently reacquired by the issuing corporation by purchase,
redemption, donation or through some other lawful means.

b. Redeemable shares. — Redeemable shares are shares of stock issued by a

corporation which said corporation can purchase or take up from their holders as
expressly provided for in its articles of incorporation and certificates of stock
representing said shares.

c. Unrestricted retained earnings. — Unrestricted retain earnings refer to the

undistributed earnings of the corporation which have not been allocated for any
managerial, contractual or legal purposes and which are free for distribution to the
stockholders as dividends.

d. Sinking Fund. — Refers to a fund set up by the corporation where cash is gradually
set aside in order to accumulate the amount necessary to meet the redemption price of
redeemable shares at special dates in the future.

SECTION 3. Redeemable Treasury Shares. —

1. No corporation shall redeem, repurchase or reacquire its own shares, of whatever

class, unless it has an adequate amount of unrestricted retained earnings to support the
cost of the said shares, except:

a) When the shares are reacquired in the redemption of redeemable shares of the
corporation or pursuant to the conversion right of convertible shares of the
corporation, in accordance with the provision expressly provided for in its articles
of incorporation and certificates of stock representing said shares of the
corporation, in accordance with the provisions expressly provided for in its
articles of incorporation and certificates of stock representing said shares;
 b) When the shares are reacquired to effect a decrease in the capital stock of the
corporation as approved by the Securities and Exchange Commission;

c) When the share are reacquired by a close corporation pursuant to the order of
the Securities and Exchange Commission acting to arbitrate a deadlock as
provided for under Section 104 of the Corporation Code of the Philippines.

2. Treasury shares do not revert to the unissued shares of the corporation but are
regarded as property acquired by the corporation which may be reissued or sold by the
corporation at a price to be fixed by the Board of Directors; provided, however, that in
the case of redeemable shares reacquired, the same shall be considered retired and no
longer issuable, unless otherwise provided in the Articles of Incorporation.

3. In the case of a close corporation, any stockholder may, for any reason, compel the
corporation to purchase his shares at a value not less than their par or issued value,
provided that the corporation has, after the withdrawal of the stockholder, sufficient
assets in its books to cover its debts and liabilities exclusive of capital stock.

SECTION 4. Retained Earnings. —

1. The amount of unrestricted retained earnings equivalent to the cost of the treasury
shares being held, other than those acquired in accordance with the exceptions
provided in Section 3(1) of these rules, shall be restricted from being declared and
issued as dividends.

2. The dividend restriction on retained earnings on account of the treasury shares being
held shall be lifted only after the treasury shares causing the restriction are reissued or
retained. Retirement of treasury shares shall be effected by decreasing the capital stock
of the corporation in accordance with Section 38 of the Corporation Code of the
Philippines for the purpose of eliminating the treasury shares.