NOTICE

Subject	MGH - Compliance with Amended Rule on Minimum Public Ownership and Continued Trading Suspension

Details
This is with reference to Disclosure Notice No. DN00092-2024 dated July 16, 2024 and DN00019-2024 dated February 20, 2024 regarding Metro Global Holdings Corporation’s (“MGH” or the “Company”) non-compliance with the requirements under the Amended Rule on Minimum Public Ownership of the Exchange (the “Amended MPO Rule”). By way of background, MGH was deemed non-compliant with the Amended Rule on Minimum Public Ownership of the Exchange (the “Amended MPO Rule”) due to the issuance of 750,000,000 MGH shares to its parent company, Fil-Estate Management, Inc. (“FEMI”), following the Company’s receipt on February 5, 2024 of the approval by the Securities and Exchange Commission (“SEC”) of its application for increase in authorized capital stock. The said issuance caused the Company’s public ownership level to fall below the 10% prescribed minimum percentage. Pursuant to the Amended MPO Rule, should the Company remain non-compliant with the minimum public ownership requirement after the lapse of the six (6)-month period from February 5, 2024, MGH shall be automatically delisted from the Official Registry of the Exchange. In relation thereto and to comply with the MPO requirement, MGH disclosed in Company Announcement No. C05171-2024 dated July 29, 2024 that FEMI and a third-party investor, Smart Share Investments Limited (“SSIL”) executed a Deed of Assignment on July 17, 2024 wherein FEMI assigned 55 million MGH common shares to SSIL at a par value of Php1.00 per share, totaling Php55,000,000.00, as partial settlement of the advances of SSIL to FEMI. On July 26, 2024, the Bureau of Internal Revenue issued the Certificate Authorizing Registration (“CAR”) for the transfer of 55 million MGH common shares to SSIL. Upon receipt of the CAR, Banco de Oro Unibank - Trust & Investments Unit, the Company's Stock & Transfer Agent, recorded the transfer and issued a stock certificate to SSIL, evidencing its legal ownership of the 55 million MGH common shares on July 26, 2024. In view of the foregoing transfer and as disclosed in MGH’s POR under Company Report No. CR05437-2024 dated July 29, 2024, MGH’s public ownership is now at 10.67%. Given the Company’s compliance with the requirements under the Amended MPO Rule and the relevant guidelines, MGH shares will no longer be automatically delisted on August 5, 2024. For your information and guidance.

Details

This is with reference to Disclosure Notice No. DN00092-2024 dated July 16, 2024 and DN00019-2024 dated February 20, 2024 regarding Metro Global Holdings Corporation’s (“MGH” or the “Company”) non-compliance with the requirements under the Amended Rule on Minimum Public Ownership of the Exchange (the “Amended MPO Rule”).

By way of background, MGH was deemed non-compliant with the Amended Rule on Minimum Public Ownership of the Exchange (the “Amended MPO Rule”) due to the issuance of 750,000,000 MGH shares to its parent company, Fil-Estate Management, Inc. (“FEMI”), following the Company’s receipt on February 5, 2024 of the approval by the Securities and Exchange Commission (“SEC”) of its application for increase in authorized capital stock. The said issuance caused the Company’s public ownership level to fall below the 10% prescribed minimum percentage.

Pursuant to the Amended MPO Rule, should the Company remain non-compliant with the minimum public ownership requirement after the lapse of the six (6)-month period from February 5, 2024, MGH shall be automatically delisted from the Official Registry of the Exchange.

In relation thereto and to comply with the MPO requirement, MGH disclosed in Company Announcement No. C05171-2024 dated July 29, 2024 that FEMI and a third-party investor, Smart Share Investments Limited (“SSIL”) executed a Deed of Assignment on July 17, 2024 wherein FEMI assigned 55 million MGH common shares to SSIL at a par value of Php1.00 per share, totaling Php55,000,000.00, as partial settlement of the advances of SSIL to FEMI.

On July 26, 2024, the Bureau of Internal Revenue issued the Certificate Authorizing Registration (“CAR”) for the transfer of 55 million MGH common shares to SSIL. Upon receipt of the CAR, Banco de Oro Unibank - Trust & Investments Unit, the Company's Stock & Transfer Agent, recorded the transfer and issued a stock certificate to SSIL, evidencing its legal ownership of the 55 million MGH common shares on July 26, 2024.

In view of the foregoing transfer and as disclosed in MGH’s POR under Company Report No. CR05437-2024 dated July 29, 2024, MGH’s public ownership is now at 10.67%.

Given the Company’s compliance with the requirements under the Amended MPO Rule and the relevant guidelines, MGH shares will no longer be automatically delisted on August 5, 2024.

For your information and guidance.

Filed on behalf by:

Name	Stefanie Ann Go
Designation	Disclosure Department