NOTICE

Subject	PAL Holdings, Inc.: Private Placement and Share-for-Share Swap – Additional Listing
Company Name	PAL Holdings, Inc.

Security Details
Type of Security	Stock Symbol	Par Value
Common Shares	PAL	Php 1.00

Type of Transaction(s)	Private Placement and Share-for-Share Swap
Transaction Ratio (if applicable)	For the Share-for-Share Swap Listing: 1 PAL share to 15.57 Philippine Airlines, Inc. Shares
Transaction Value	Php 17,791,128,648

Details of the Transaction
Subscriber	Consideration	Transaction Price	Stock Symbol	Number of Shares Issued
Buona Sorte Holdings, Inc.	Cash	Php 1.25	PAL	10,200,000,000
Stockholders of Philippine Airlines, Inc.	Shares	Php 1.00	PAL	5,041,128,648

Lock-up Details (if applicable)
Duration of Lock-up	180 days
Applicable Lock-up Rule	Article V, Part A, Section 8
Escrow Agent	Philippine National Bank acting through its Trust Banking Group
Date of Execution of Escrow Agreement	Jan 9, 2025

Details of the Mandatory Lock-up
Name of Shareholder	No. of Shares	Stock Symbol	Percentage
Buona Sorte Holdings, Inc.	10,200,000,000	PAL	37.99

Details of the Voluntary Lock-up (if applicable)
Name of Shareholder	No. of Shares	Stock Symbol	Percentage
-	-	-	-

Shares to be Listed
Stock Symbol	No. of Shares
PAL	15,241,128,648

Tradable Shares
Stock Symbol	No. of Shares
PAL	5,041,128,648

Listing Date	Jan 27, 2025

Adjustments

Issued Shares (if applicable)
Type of Security / Stock Symbol	Before	After
PAL	26,852,131,905	26,852,131,905

Outstanding Shares (if applicable)
Type of Security / Stock Symbol	Before	After
PAL	26,852,106,890	26,852,106,890

Listed Shares
Type of Security / Stock Symbol	Before	After
PAL	10,514,618,996	25,755,747,644

Other Relevant Information
Private Placement On September 27, 2021 and November 25, 2021, PAL Holdings, Inc.’s (“PAL” or the “Company”) Board of Directors and stockholders, respectively, approved the issuance of a total of 10,200,000,000 common shares (the ”Private Placement Shares”) to Buona Sorte Holdings, Inc. (“Buona Sorte”), at a subscription price of Php 1.25 per share. Share-for-share Swap On February 27, 2023, PAL’s Board of Directors approved the share-for-share swap transaction with the shareholders of Philippine Airlines, Inc. (“PAI”), whereby the Company offered to issue a total of 5,041,128,648 common PAL shares (the “Share-for-share Swap Shares”) to the shareholders of PAI in exchange for the latter’s shares in PAI. The Private Placement Shares and Share-for-share Swap Shares were issued on April 15, 2024. The Company has complied with all applicable requirements for the listing of the Private Placement Shares and the Share-for-share Swap Shares. The number of PAL’s listed common shares will be accordingly adjusted on listing date. For your information and guidance.

Other Relevant Information

Private Placement

On September 27, 2021 and November 25, 2021, PAL Holdings, Inc.’s (“PAL” or the “Company”) Board of Directors and stockholders, respectively, approved the issuance of a total of 10,200,000,000 common shares (the ”Private Placement Shares”) to Buona Sorte Holdings, Inc. (“Buona Sorte”), at a subscription price of Php 1.25 per share.

Share-for-share Swap

On February 27, 2023, PAL’s Board of Directors approved the share-for-share swap transaction with the shareholders of Philippine Airlines, Inc. (“PAI”), whereby the Company offered to issue a total of 5,041,128,648 common PAL shares (the “Share-for-share Swap Shares”) to the shareholders of PAI in exchange for the latter’s shares in PAI.

The Private Placement Shares and Share-for-share Swap Shares were issued on April 15, 2024.

The Company has complied with all applicable requirements for the listing of the Private Placement Shares and the Share-for-share Swap Shares. The number of PAL’s listed common shares will be accordingly adjusted on listing date.

For your information and guidance.

Filed on behalf by:

Name	Norberto Moreno Jr.
Designation	Listings Department