NOTICE

Subject	Upson International Corp.: Initial Public Offering – Preliminary Terms and Conditions
Company Name	Upson International Corp.
Mode of Listing	Initial Public Offering

Security Details
Type of Security	Stock Symbol	Par Value
Common Shares	UPSON	Php 0.20

Issued Shares (Pre and Post-Offer)
Stock Symbol	Type of Shares	Number of shares Pre-Offer	Number of shares Post-Offer
UPSON	Common Shares	2,500,000,300	3,289,473,900

Outstanding Shares (Pre and Post-Offer)
Stock Symbol	Type of Shares	Number of shares Pre-Offer	Number of shares Post-Offer
UPSON	Common Shares	2,500,000,300	3,289,473,900

Treasury Shares (Pre and Post-Offer) (if applicable)
Stock Symbol	Type of Shares	Number of shares Pre-Offer	Number of shares Post-Offer
-	-	-	-

Primary Offer Shares
Stock Symbol	No. of Shares
UPSON	Up to 789,473,600

Secondary Offer Shares (if applicable)
Stock Symbol	No. of Shares
UPSON	Up to 98,684,200

Total Firm Offer Shares
Stock Symbol	No. of Shares
UPSON	Up to 888,157,800

Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol	No. of Shares
UPSON	Up to 98,684,200

Total Shares Applied for Listing
Stock Symbol	No. of Shares
UPSON	Up to 3,289,473,900

Offer Price	Up to Php 5.50
Market Capitalization (Post-IPO)	Up to Php 18,092,106,450.00
TP Allocation	Up to 177,631,600 common shares equivalent to up to Php 976,973,800.00
Allocation per TP	Up to 1,432,500 common shares equivalent to up to Php 7,878,750.00
LSI Allocation	Up to 88,815,800 common shares equivalent to up to Php 488,486,900.00
Estimated Public Float (with Overallotment/Oversubscription)	30.00%
Estimated Public Float (without Overallotment/Oversubscription)	27.00%

Total Shares Under Escrow
Stock Symbol	No. of Shares	Duration of Lock-up
UPSON	2,213,464,535	180 days

Parties to the Offer
Function	Name of the Party
Joint Lead Underwriter, Issue Manager and Bookrunner	First Metro Investment Corporation
Joint Lead Underwriter	RCBC Capital Corporation
Stabilizing Agent	First Metro Securities Brokerage Corporation
Selling Agents	PSE Trading Participants
Counsel for the Issuer	Picazo Buyco Tan Fider & Santos Law Offices
Counsel for the Joint Lead Underwriters, Issue Manager and Bookrunner	Angara Abello Concepcion Regala & Cruz Law Offices

Stock Transfer Agent	Philippine National Bank acting through its Trust Banking Group
Receiving Agent	Philippine National Bank acting through its Trust Banking Group
Escrow Agent	Philippine National Bank acting through its Trust Banking Group
External Auditor	Reyes Tacandong & Co.
Price-Setting Date	Mar 16, 2023
Start of Offer Period	Mar 21, 2023
End of Offer Period	Mar 27, 2023
Tentative Listing Date	Apr 3, 2023
Corporate Website Hyperlink to the Prospectus	https://www.upson.com.ph/investor-relations/prospectus/

Other Relevant Information
The Exchange approved the application of Upson International Corp. (the “Company” or “UPSON”) for the initial listing of up to 3,289,473,900 common shares, with a par value of Php 0.20 per share, under the Main Board of the Exchange, which includes the shares subject of the Company’s Initial Public Offering (“IPO” or “Offer”). The IPO of the Company, with an Offer Price of up to Php 5.50 per share, consists of the following: 1. Primary Offering of up to 789,473,600 existing common shares; 2. Secondary Offering of up to 98,684,200 common shares held by by Lawrence Lee (the “Selling Shareholder”); and 3. Over-allotment Option of up to 98,684,200 secondary common shares held by the Selling Shareholder. Attached is a copy of the signed Preliminary Offer Terms Sheet. The total Shares Under Escrow indicated above are based on the assumption that the Over-Allotment Option is fully subscribed. The Exchange’s approval of the conduct of the IPO and listing of the Company’s shares is subject to its compliance with all of the post-approval conditions and requirements of the Exchange. This notice is being amended to reflect the Company’s adjusted timetable of activities with the revised Preliminary Offer Terms Sheet attached as reference. The Exchange will advise the investing public of further developments on the IPO of the Company. For your information and guidance.

Other Relevant Information

The Exchange approved the application of Upson International Corp. (the “Company” or “UPSON”) for the initial listing of up to 3,289,473,900 common shares, with a par value of Php 0.20 per share, under the Main Board of the Exchange, which includes the shares subject of the Company’s Initial Public Offering (“IPO” or “Offer”).

The IPO of the Company, with an Offer Price of up to Php 5.50 per share, consists of the following:

1. Primary Offering of up to 789,473,600 existing common shares;
2. Secondary Offering of up to 98,684,200 common shares held by by Lawrence Lee (the “Selling Shareholder”); and
3. Over-allotment Option of up to 98,684,200 secondary common shares held by the Selling Shareholder.

Attached is a copy of the signed Preliminary Offer Terms Sheet.

The total Shares Under Escrow indicated above are based on the assumption that the Over-Allotment Option is fully subscribed.

The Exchange’s approval of the conduct of the IPO and listing of the Company’s shares is subject to its compliance with all of the post-approval conditions and requirements of the Exchange.

This notice is being amended to reflect the Company’s adjusted timetable of activities with the revised Preliminary Offer Terms Sheet attached as reference.

The Exchange will advise the investing public of further developments on the IPO of the Company.

For your information and guidance.

Filed on behalf by:

Name	Norberto Moreno Jr.
Designation	Listings Department