LN00291-2015

NOTICE

Subject	Metro Retail Stores Group, Inc. - IPO Terms and Conditions
Company Name	Metro Retail Stores Group, Inc.

Security Details
Type of Security	Stock Symbol	Par Value
Common Shares	MRSGI	PhP1.00

Mode of Listing	Initial Public Offering
Board	Main Board
Date of PSE Approval	Oct 14, 2015

Issued Shares (Post-Offer)
Stock Symbol	No. of Shares
MRSGI	3,444,000,000

Outstanding Shares (Post-Offer)
Stock Symbol	No. of Shares
MRSGI	3,444,000,000

Treasury Shares (Post-Offer) (if applicable)
Stock Symbol	No. of Shares
-	-

Primary Offer Shares
Stock Symbol	No. of Shares
MRSGI	920,000,000

Secondary Offer Shares (if applicable)
Stock Symbol	No. of Shares
-	-

Total Offer Shares
Stock Symbol	No. of Shares
MRSGI	920,000,000

Over-Allotment Option Shares (if applicable)
Stock Symbol	No. of Shares
MRSGI	92,000,000

Shares Applied for Listing
Stock Symbol	No. of Shares
MRSGI	3,444,000,000

Offer Price	Up to PhP6.10
Market Capitalization (Post-IPO)	Up to PhP21,008,400,000.00
TP Allocation	Up to 184,000,000 common shares equivalent to up to PhP1,122,400,000.00
Allocation per TP	Up to 1,393,900 common shares equivalent to up to PhP8,502,790.00
LSI Allocation	Up to 92,000,000 common shares equivalent to up to PhP561,200,000.00
Estimated Public Float (Post-IPO)	26.71%
Applicable Lock-up Rule	Article III, Part D, Section 2 of the Main Board Rules

Total Shares Under Escrow
Stock Symbol	No. of Shares	Duration of Lock-up
MRSGI	2,475,000,000	180 days
MRSGI	2	365 days

Lead Underwriter(s)	BPI Capital Corporation and Deutsche Bank AG, Hong Kong Branch
Stabilizing Agent (if applicable)	BPI Capital Corporation and its relevant affiliates

Other Parties to the Offer
Function	Name of the Party
Legal Counsel to MRSGI as to Philippine Law	Angara Abello Concepcion Regala & Cruz
Legal Counsel to MRSGI as to US Federal and New York Law	Latham & Watkins
Legal Counsel to the Underwriters as to Philippine Law	Romulo Mabanta Buenaventura Sayoc & de los Angeles
Legal Counsel to the Underwriters as to US Federal and New York Law	Milbank, Tweed, Hadley & McCloy LLP

Stock Transfer Agent	Rizal Commercial Banking Corporation
Receiving Agent	Union Bank of the Philippines – Trust and Investments
Escrow Agent	Union Bank of the Philippines – Trust and Investments
External Auditor	SyCip Gorres Velayo & Co.
Price-Setting Date	Nov 5, 2015
Start of Offer Period	Nov 9, 2015
End of Offer Period	Nov 13, 2015
Tentative Listing Date	Nov 24, 2015
Corporate Website Hyperlink to the Prospectus	http://www.metroretail.com.ph/index.php/investor-relations/prospectus

Other Relevant Information
The Exchange’s approval of the initial public offering of the MRSGI’s shares is subject to its compliance with all of the post-approval requirements of the Exchange. The Exchange will advise the investing public of developments on the initial public offering of the Company. Attached is a copy of the Company’s Offer Terms Sheet, for further reference. For your information and guidance.