NOTICE

This is with reference to the Petition for Voluntary Delisting (the “Petition”) filed by Eagle Cement Corporation (“EAGLE” or the “Corporation”).

As announced in PSE Memorandum TPA-No. 2022-0065 dated December 12, 2022 and Disclosure Notice No. DN00140-2022 dated December 14, 2022, the Exchange implemented a trading suspension on the shares of EAGLE effective December 14, 2022, following the purchase by San Miguel Equity Investments Inc. of 4,997,903,678 EAGLE shares, which caused the Corporation’s public float to fall to 0.0419%, which is below the 10% minimum public ownership level required under the Amended Rule on Minimum Public Ownership of the Exchange.

As disclosed by the Corporation under Company Announcement Nos. C07507-2022 dated October 7, 2022 and C08896-2022 dated November 29, 2022, respectively, EAGLE’s Board of Directors and Stockholders approved the voluntary delisting of its shares from the Main Board of the Exchange. Further, as disclosed by EAGLE under Company Announcement No. C09227-2022 dated December 14, 2022, the Corporation stated in part that “(w)ith the completion of the tender offer, SMEII now owns a total of 4,997,903,678 common shares representing 99.9581% of the total issued and outstanding common shares of the Corporation. The completion of tender offer has resulted in EAGLE's public float falling below the prescribed minimum at 0.0419%.”

In connection with the above, please be advised that the Exchange approved the Petition filed by Corporation effective as of end of business hours on February 28, 2023. Please refer to the attached announcement under PSE Memorandum CN - No. 2023-0006 regarding the matter.

As previously announced in Company Announcement No. C09426-2022 dated December 21, 2022, the Corporation disclosed that:

“On 5 October 2022, San Miguel Equity Investments Inc. (‘SMEII’), as buyer, and Far East Holdings, Inc., Ramon S. Ang, John Paul L. Ang, and Monica L. Ang-Mercado, as sellers, entered into a Share Purchase Agreement for the purchase and sale of a total of 4,425,123,001 Common Shares (the ‘Sale Shares’), at a purchase price of PhP22.02 per Sale Share (the ‘Transaction’). The Sale Shares constituted approximately 88.50% of the total issued and outstanding shares of the Company.

In compliance with the Securities Regulation Code and its Implementing Rules and Regulations (‘SRC Rules’), SMEII conducted a mandatory tender offer (the ‘Tender Offer’) to acquire a total of 574,877,004 Common Shares (the ‘Minority Shares’) held by other shareholders of the Company, at the tender offer price of PhP22.02 per Common Share. The Minority Shares represented approximately 11.50% of the total issued and outstanding shares of the Company. During the Tender Offer Period, a total of 572,780,677 common shares or approximately 11.4556% of the total issued and outstanding common shares of the Company were tendered and accepted by SMEII. The Tender Offer commenced on 7 November 2022 and ended on 5 December 2022.

On 14 December 2022, the cross-sale for the Sale Shares and the Minority Shares that were tendered in the Tender Offer was completed.

Following the completion of the Transaction and the cross-sale of the Minority Shares that were tendered in the Tender Offer, SMEII now owns a total of 4,997,903,678 Common Shares which comprise 99.9581% of the total issued and outstanding shares of the Company.”

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PSE Memorandum CN-No. 2023-0006 dated February 15, 2023