NOTICE

Subject	San Miguel Corporation: Follow-on Public Offering of Series 2 Preferred Shares - Preliminary Terms and Conditions
Company Name	San Miguel Corporation
Mode of Listing	Follow-on Public Offering

Security Details
Type of Security	Stock Symbol	Par Value
Series 2 Preferred Shares	SMC2L	Php 5.00
Series 2 Preferred Shares	SMC2N	Php 5.00
Series 2 Preferred Shares	SMC2O	Php 5.00

Issued Shares (Pre and Post-Offer)
Stock Symbol	Type of Shares	Number of shares Pre-Offer	Number of shares Post-Offer
-	Preferred	-	666,666,700

Outstanding Shares (Pre and Post-Offer)
Stock Symbol	Type of Shares	Number of shares Pre-Offer	Number of shares Post-Offer
-	Preferred	-	666,666,700

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

Primary Offer Shares
Stock Symbol	No. of Shares
-	400,000,000

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

Total Firm Offer Shares
Stock Symbol	No. of Shares
-	400,000,000

Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol	No. of Shares
-	Up to 266,666,700

Total Shares Applied for Listing
Stock Symbol	No. of Shares
-	Up to 666,666,700

Offer Price	Php 75.00
Market Capitalization (Post-IPO)	-
TP Allocation	80,000,000 Series 2 Preferred Shares equivalent to Php 6,000,000,000.00
Allocation per TP	Up to 645,100 Series 2 Preferred Shares equivalent to Php 48,382,500.00
LSI Allocation	N/A
Estimated Public Float (with Overallotment/Oversubscription)	-
Estimated Public Float (without Overallotment/Oversubscription)	-

Dividend Rate
Stock Symbol	Dividend Rate
SMC2O	TBA
SMC2O	TBA
SMC2O	TBA

Total Shares Under Escrow
Stock Symbol	No. of Shares	Duration of Lock-up
-	-	-

Parties to the Offer
Function	Name of the Party
Joint Issue Manager, Joint Lead Underwriter and Bookrunner	Bank of Commerce (“BNCOM”)
Joint Issue Manager, Joint Lead Underwriter and Bookrunner	BDO Capital & Investment Corporation
Joint Issue Manager, Joint Lead Underwriter and Bookrunner	China Bank Capital Corporation
Joint Lead Underwriter and Bookrunner	Asia United Bank Corporation
Joint Lead Underwriter and Bookrunner	BPI Capital Corporation
Joint Lead Underwriter and Bookrunner	Land Bank of the Philippines
Joint Lead Underwriter and Bookrunner	Philippine Commercial Capital, Inc.
Joint Lead Underwriter and Bookrunner	PNB Capital and Investment Corporation (“PNB Capital”)
Joint Lead Underwriter and Bookrunner	RCBC Capital Corporation
Joint Lead Underwriter and Bookrunner	SB Capital Investment Corporation
Joint Lead Underwriter and Bookrunner	Union Bank of the Philippines
Assigned Joint Lead Underwriters for the Trading Participants	BNCOM and PNB Capital
Counsel to the Issuer	Picazo Buyco Tan Fider & Santos
Counsel to the Joint Issue Managers and the Joint Lead Underwriters and Bookrunners	SyCip Salazar Hernandez & Gatmaitan

Stock Transfer Agent	SMC Stock Transfer Service Corporation
Receiving Agent	SMC Stock Transfer Service Corporation
Escrow Agent	N/A
External Auditor	R.G. Manabat & Co.
Price/Dividend Rate Setting Date	Nov 8, 2023
Start of Offer Period	Nov 10, 2023
End of Offer Period	Nov 21, 2023
Tentative Listing Date	Dec 1, 2023
Corporate Website Hyperlink to the Prospectus	TBA

Other Relevant Information
The Exchange approved the application of San Miguel Corporation (“SMC” or the “Company”) for the shelf listing of up to 866,666,700 Perpetual Series 2 Preferred Shares (the “Shelf Listed Shares”), with a par value of Php 5.00 per share. The Shelf Listed Shares shall be offered by the Company within a period of three (3) years from the date of effectivity of the Registration Statement covering the shelf registration of the Shelf Listed Shares (the “Shelf Period”). Said shares will be be issued out of the unissued Series 2 Preferred Shares and the Series 2 Preferred Shares held in treasury by SMC, and to be offered in up to three (3) subseries: SMC2L, SMC2N, and SMC2O Out of the 866,666,700 Shelf Listed Shares, a total of up to 666,666,700 Series 2 Preferred Shares (the “First Tranche Shares”) will be offered as the first tranche: a. Base Offering: 400,000,000 Series 2 Preferred Shares; and b. Oversubscription Option: In the event of an oversubscription, the Joint Issue Managers and the Joint Lead Underwriters and Bookrunners, in consultation with the Issuer, have the discretion to allocate the Oversubscription Option of up to 266,666,700 Series 2 Preferred Shares to the Series 2-L, Series 2-N, and Series 2-O Preferred Shares at the end of the Offer Period In case the Oversubscription Option is partly exercised or not exercised at all during the Offer Period for the Offer Shares, the corresponding number of Oversubscription Option shares not taken up or exercised shall revert to the Shelf Registered Shares, and automatically increase the remaining shares that may be offered by the Issuer in subsequent tranches. The number of issued and outstanding shares indicated in the fields above is on the assumption that the oversubscription option is fully exercised. Please refer to the attached copy of the signed Offer Terms of the Company’s Series 2 Preferred Shares for the details on the Offer terms and conditions, as well as the features of the subject Preferred Shares. Please refer to Circular Nos. C06812-2023 dated September 7, 2023, C06893-2023 dated September 12, 2023 and C07481-2023 dated October 13, 2023 for the Company’s disclosures relevant to the Perpetual Series 2 Preferred Shares. The Exchange’s approval of the listing of the First Tranche Shares is subject to the Company’s compliance with any and all of the post-approval conditions and requirements of the Exchange, the Securities and Exchange Commission and other relevant regulatory bodies. The same is without prejudice to any subsequent action that the Exchange may take in relation to the Company’s compliance with applicable rules of the Exchange. The Exchange will advise the investing public of developments on the Offer of the Company. For your information and guidance.

Other Relevant Information

The Exchange approved the application of San Miguel Corporation (“SMC” or the “Company”) for the shelf listing of up to 866,666,700 Perpetual Series 2 Preferred Shares (the “Shelf Listed Shares”), with a par value of Php 5.00 per share. The Shelf Listed Shares shall be offered by the Company within a period of three (3) years from the date of effectivity of the Registration Statement covering the shelf registration of the Shelf Listed Shares (the “Shelf Period”). Said shares will be be issued out of the unissued Series 2 Preferred Shares and the Series 2 Preferred Shares held in treasury by SMC, and to be offered in up to three (3) subseries: SMC2L, SMC2N, and SMC2O

Out of the 866,666,700 Shelf Listed Shares, a total of up to 666,666,700 Series 2 Preferred Shares (the “First Tranche Shares”) will be offered as the first tranche:

a. Base Offering: 400,000,000 Series 2 Preferred Shares; and

b. Oversubscription Option: In the event of an oversubscription, the Joint Issue Managers and the Joint Lead Underwriters and Bookrunners, in consultation with the Issuer, have the discretion to allocate the Oversubscription Option of up to 266,666,700 Series 2 Preferred Shares to the Series 2-L, Series 2-N, and Series 2-O Preferred Shares at the end of the Offer Period

In case the Oversubscription Option is partly exercised or not exercised at all during the Offer Period for the Offer Shares, the corresponding number of Oversubscription Option shares not taken up or exercised shall revert to the Shelf Registered Shares, and automatically increase the remaining shares that may be offered by the Issuer in subsequent tranches.

The number of issued and outstanding shares indicated in the fields above is on the assumption that the oversubscription option is fully exercised.

Please refer to the attached copy of the signed Offer Terms of the Company’s Series 2 Preferred Shares for the details on the Offer terms and conditions, as well as the features of the subject Preferred Shares.

Please refer to Circular Nos. C06812-2023 dated September 7, 2023, C06893-2023 dated September 12, 2023 and C07481-2023 dated October 13, 2023 for the Company’s disclosures relevant to the Perpetual Series 2 Preferred Shares.

The Exchange’s approval of the listing of the First Tranche Shares is subject to the Company’s compliance with any and all of the post-approval conditions and requirements of the Exchange, the Securities and Exchange Commission and other relevant regulatory bodies. The same is without prejudice to any subsequent action that the Exchange may take in relation to the Company’s compliance with applicable rules of the Exchange.

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

For your information and guidance.

Filed on behalf by:

Name	Norberto Moreno Jr.
Designation	Listings Department