NOTICE

Subject	PAL - Applicability of Rule on Additional Listing of Securities

Details
This is with reference to PAL Holdings, Inc.’s (“PAL” or the “Company”) disclosure under Company Announcement Nos. C06856-2021 dated October 15, 2021 and C06509-2021 dated September 28, 2021. In the said disclosure, the Company disclosed, among others, that its Management, in a meeting on October 14, 2021, has determined the following: 1. The increase of the authorized capital stock will be supported by a private placement of Buona Sorte Holdings, Inc. (“BSHI”), the parent company of Trustmark Holdings Corporation, in the amount of USD255,000,000,000.00 equivalent to Php12,750,000,000.00 to be received by PAL in cash by way of fresh and additional capital; and 2. The Php12,750,000,000.00 private placement of BSHI represents the full and final payment of BSHI’s subscription to 10,200,000,000 new common shares of PAL at a subscription price of Php1.25 per share in favor of BSHI. As previously announced in PAL’s disclosure under C06856-2021 dated October 15, 2021, the above-mentioned transaction is covered by the Rule on Additional Listing of Securities under Article V of the Consolidated Listing and Disclosure Rules of the Exchange, as amended (the “Additional Listing Rule”). Under the Additional Listing Rule, the stockholders of the Company must approve the transaction. Further, as a general rule, the Exchange shall not permit the listing of shares subscribed by related parties unless a rights or public offering is first undertaken. However, the requirement for a rights our public offer may be waived by a majority vote representing the outstanding shares held by the minority stockholders in a special meeting. Please refer to Section 9 of the Additional Listing Rule for other exceptions to the rights or public offering requirement. In relation to the foregoing, the Company submitted to the Exchange PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares pertaining to the above-mentioned transaction. Please refer to Company Announcement No. C07149-2021 dated October 27, 2021 for the details. The Exchange will inform the Trading Participants and the investing public of further developments on the matter. For your information and guidance.

Details

This is with reference to PAL Holdings, Inc.’s (“PAL” or the “Company”) disclosure under Company Announcement Nos. C06856-2021 dated October 15, 2021 and C06509-2021 dated September 28, 2021.

In the said disclosure, the Company disclosed, among others, that its Management, in a meeting on October 14, 2021, has determined the following:

1. The increase of the authorized capital stock will be supported by a private placement of Buona Sorte Holdings, Inc. (“BSHI”), the parent company of Trustmark Holdings Corporation, in the amount of USD255,000,000,000.00 equivalent to Php12,750,000,000.00 to be received by PAL in cash by way of fresh and additional capital; and

2. The Php12,750,000,000.00 private placement of BSHI represents the full and final payment of BSHI’s subscription to 10,200,000,000 new common shares of PAL at a subscription price of Php1.25 per share in favor of BSHI.

As previously announced in PAL’s disclosure under C06856-2021 dated October 15, 2021, the above-mentioned transaction is covered by the Rule on Additional Listing of Securities under Article V of the Consolidated Listing and Disclosure Rules of the Exchange, as amended (the “Additional Listing Rule”).

Under the Additional Listing Rule, the stockholders of the Company must approve the transaction. Further, as a general rule, the Exchange shall not permit the listing of shares subscribed by related parties unless a rights or public offering is first undertaken. However, the requirement for a rights our public offer may be waived by a majority vote representing the outstanding shares held by the minority stockholders in a special meeting. Please refer to Section 9 of the Additional Listing Rule for other exceptions to the rights or public offering requirement.

In relation to the foregoing, the Company submitted to the Exchange PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares pertaining to the above-mentioned transaction. Please refer to Company Announcement No. C07149-2021 dated October 27, 2021 for the details.

The Exchange will inform the Trading Participants and the investing public of further developments on the matter.

For your information and guidance.

Filed on behalf by:

Name	Janet Encarnacion
Designation	Department Head