NOTICE

This is with reference to the Petition for Voluntary Delisting (the “Petition”) filed by Metro Pacific Investments Corporation (“MPI” or the “Company”) on August 9, 2023.

MPI initially disclosed on April 26, 2023 that its Board of Directors unanimously approved a resolution authorizing the filing of an application for voluntary delisting of MPI shares from the Main Board of the Exchange, subject to compliance with the Amended Voluntary Delisting Rules, following its receipt of Tender Offer Notice from Metro Pacific Holdings, Inc., GT Capital Holdings, Inc., Mit-Pacific Infrastructure Holdings Corporation and MIG Holdings Incorporated (collectively, the “Bidders”). Further, on August 8, 2023, stockholders representing more than 77% MPI’s outstanding common shares approved the voluntary delisting proposal and shareholders representing less than 1% of the outstanding common shares of MPI voted against such delisting.

In compliance with the Amended Voluntary Delisting Rules of the Exchange, the Bidders conducted a voluntary tender offer of at least 9,106,567,439 common shares constituting approximately 31.7% of the outstanding shares of MPI from August 9, 2023 until September 7, 2023 at a tender offer price of Php5.20 per share which represents a 37% premium over the one-year volume-weighted average price of the Company’s common shares and is at a premium of Ten Centavos (Php0.10) over the highest end of the range provided in the relevant fairness opinion and valuation report.

Further, on September 8, 2023, MPI disclosed its receipt of a notice from the Bidders which stated that the Tender Offer period shall be extended and will remain open from September 7, 2023 to 12:00 p.m. of September 19, 2023. In light of the said extension, the Cross Date and Settlement Date were postponed to September 26, 2023 and September 28, 2023, respectively.

On September 21, 2023, MPI received a notice from the Bidders that a total of 5,464,753,560 MPI shares have been tendered, equivalent to 19.04% of the total issued and outstanding shares of the Company. The aggregate total of the tendered shares, excluded shares and other non-public shares is equivalent to 97.23% of MPI’s total issued and outstanding shares. It further disclosed that once the tendered shares are accepted and crossed on September 26, 2023, MPI’s public float will fall to 2.77% which is below the minimum public ownership level required under the Amended Rule on Minimum Public Ownership of the Exchange. Hence, upon receipt of MPI’s disclosure that the tendered shares have been crossed, the Exchange implemented a trading suspension on MPI shares effective September 26, 2023.

The Exchange approved the Petition filed by the Company and accordingly ordered the delisting of the Company’s shares from the Official Registry of the Exchange effective on October 9, 2023. Please refer to the attached announcement under PSE Memorandum CN - No. 2023-0049 regarding the matter.

As previously announced in Company Announcement No. C06148-2023 dated August 9, 2023, the Company disclosed that:

“On July 3, 2023, Metro Pacific Investments Corporation (‘MPIC’) received an updated Tender Offer Notice (‘Updated Notice’) from a consortium consisting of Metro Pacific Holdings, Inc. (‘MPHI’), GT Capital Holdings, Inc. (‘GTCHI’), Mit-Pacific Infrastructure Holdings, Inc. (‘MPIH’) and MIG Holdings Incorporated (‘MIG’) (MPHI, GTCHI, MPIH and MIG shall collectively be referred to as the ‘Bidders’) which states that they intend to make a tender offer (‘Tender Offer’) for common shares of MPIC with a view to taking MPIC private through a voluntary delisting process. The Tender Offer shall cover all outstanding common shares of MPIC, other than the common shares owned by the Bidders and the qualifying common shares of the directors of MPIC (the ‘Excluded Shares’, and the shares subject of the Tender Offer, the ‘Tender Offer Shares’). The Updated Notice states that it supersedes the initial Tender Offer Notice that MPIC received from the Bidders on April 26, 2023 (‘Initial Notice’).

Under the Amended Voluntary Delisting Rules of the Philippine Stock Exchange (‘PSE’), the voluntary delisting must be approved by: (a) at least two-thirds (2/3) of the entire membership of the board of directors, including the majority, but not less than two, of all of its independent directors; and (b) stockholders owning at least two-thirds (2/3) of the total outstanding and listed common shares of the listed company and with the number of votes cast against the delisting proposal not more than ten percent (10%) of the total outstanding and listed common shares of the listed company.

After receiving the Updated Notice, a special meeting of the Board of Directors of MPIC was convened on the same day (‘MPIC Board’). The MPIC Board, including all four independent directors, unanimously approved a resolution authorizing the filing of an application for voluntary delisting with the PSE, subject to compliance with the Amended Voluntary Delisting Rules of the PSE. During the same meeting, the MPIC Board also unanimously approved to schedule the holding of a Special Stockholders’ Meeting (‘SSM’) on August 8, 2023 with record date of July 18, 2023.

The only agenda item to be submitted for the approval of the shareholders on the SSM is the approval of the voluntary delisting of MPIC from the PSE. Assuming the shareholders approve the resolution to delist MPIC from the PSE during the SSM, the Bidders will launch the Tender Offer immediately thereafter.

Upon the completion of the Tender Offer, and subject to obtaining the approval of the shareholders as described above, the minimum public ownership of MPIC is expected to fall below the prescribed minimum public float.”

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PSE Memorandum CN-No. 2023-0049 dated September 29, 2023