NOTICE

This is with reference to the Petition for Voluntary Delisting (the “Petition”) filed by 2GO Group, Inc. (“2GO” or the “Corporation”).

As announced in PSE Memorandum TPA-No. 2023-0018 dated May 4, 2023 and Disclosure Notice No. DN00050-2023 dated May 5, 2023, the Exchange implemented a trading suspension on the shares of 2GO effective May 5, 2023, following the purchase by SM Investments Corporation (“SM”) of 352,690,680 2GO shares, which caused the Corporation’s public float to fall 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. C01472-2023 dated February 28, 2023 and C02813-2023 dated April 18, 2023, 2GO’s Board of Directors and Stockholders approved the voluntary delisting of its shares from the Main Board of the Exchange. Further, in a disclosure filed by SM under Company Announcement No. C03477-2023 dated May 5, 2023, SM reported that with the completion of the tender offer, the resulting shareholdings of SM is 1,654,861,652 common shares or 67.21% of the total outstanding capital stock of 2GO, while Trident Investments Holding Pte. Ltd. owns 781,122,265 common shares or 31.73% of the total outstanding capital stock of 2GO. This resulted in 2GO’s public float falling below the prescribed minimum percentage requirement.

In connection with the above, please be advised that the Exchange approved the Petition filed by the Corporation effective on July 17, 2023. Please refer to the attached announcement under PSE Memorandum CN - No. 2023-0032 regarding the matter.

As previously announced in Company Announcement No. C05075-2023 dated June 29, 2023, the Corporation disclosed that:

“The Tender Offer was conducted to comply with the Amended PSE Voluntary Delisting Rules, in view of SMIC and Trident Investments Holdings Pte. Ltd. (Trident)'s intention to delist 2GO shares from the Main Board of the PSE. Sections 2(c) and (d) of the Amended PSE Voluntary Delisting Rules require that a tender offer be conducted prior to the filing of a petition for voluntary delisting of listed shares

Further, prior to the Tender Offer, 2GO's public ownership was at 15.39% amounting to 378,817,279 outstanding common shares. The number of 2GO shares that trade daily on the Philippine Stock Exchange is 16,053 shares on average over the previous year (2022). Given the low trading volume, the majority shareholders believe that the share value of 2GO does not reflect its intrinsic value, which makes it prohibitive for 2GO to raise capital or refinance existing debt obligations. As such, SMIC and Trident propose to delist 2GO shares from the Main Board of the PSE

During the Tender Offer Period, a total of 352,690,680 common shares or approximately 14.32% of the total issued and outstanding common stock of 2GO were tendered and accepted by SMIC. The accepted Tender Offer Shares were crossed through the PSE on 5 May 2023. The tendered shares were purchased by SMIC at the Tender Offer Price, or for a total consideration of Five Billion One Hundred Sixty-Three Million Three Hundred Ninety-One Thousand, Five Hundred Fifty-Five and 20/100 Pesos (Php5,163,391,555.20). The purchase of the tendered shares was settled on 10 May 2023.

As a result of the Tender Offer, SMIC and Trident now own 98.94%, over the 95% of the outstanding common stock of 2GO required for a Petition for Delisting, with SMIC owning 67.12% and Trident owning 31.73%. The publicly owned shares of 2GO was reduced to 1.06% of its total outstanding common stock.

On May 18 2023, the Voluntary Petition for Delisting was filed with the PSE. The PSE approved the Voluntary Delisting of 2GO, effective July 17, 2023.”

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PSE Memorandum CN-No. 2023-0032 dated June 29, 2023