SEC APPROVED - 18 March 2013

THE PHILIPPINE STOCK EXCHANGE, INC. NOMINATION AND ELECTION COMMITTEE

VOTING GUIDELINES 2013 1. The Board of Directors shall be composed of the following: one (1) president-director, three (3) independent directors, at least one (1) non-broker director representing each of the interests of Issuers, Investors, and Other Market Participants, and one (1) broker belonging to "Category B," provided that there shall be not more than seven (7) broker-directors. 2. Voting shall be cumulative. In cumulative voting, the stockholder shall multiply his number of shares by the number of seats given for all directors (i.e., president, broker directors, non-broker directors, and independent directors) to arrive at his voting rights/number of votes.

Illustration: If a PSE stockholder has 100,000 shares, his voting rights may be cumulated by multiplying 100,000 shares by 15 seats. Thus, PSE stockholder has a total of 1,500,000 voting rights. Supposing that there are N-number of candidates, he may allocate his votes as follows:
a) Candidate 1 - 1,500,000 Candidate 2 - 0 Candidate 3 - 0 to Candidate N - 0 Total 1,500,000 or

b)

Candidate 1 - 800,000 Candidate 2 - 700,000 Candidate 3 - 0 to Candidate N - 0 Total 1,500,000 or

c)

Candidate 1 - 700,000 Candidate 2 - 600,000 Candidate 3-100,000 to

SEC APPROVED - 18 March 2013

Candidate N -100,000 Total 1,500,000

or any other combination so long as the total number of votes allocated does not exceed his voting rights.

3. Voting shall be by secret ballot using the voting and canvassing system designed by Mega Data Corporation known as the Botong Pinoy duly validated by the Board of Canvassers. 4. Early voting shall not be allowed. The Nomelec Chairman shall announce the opening and closing of voting during the meeting. 5. In case a voter opts to cast only partially his allotted cumulative votes in a particular category, the computer system shall accept the votes. This will not result in the invalidation of the votes cast in that category nor of the votes cast fully or partially in other categories. 6. No recasting of votes shall be allowed unless the problem is due to computer error.

7. In determining the proportional representation of brokers, value turnover and paid up capital shall each have a weight of fifty percent (50%). Brokers whose combined value turnover and paid-up capital total more than Four Billion Four Hundred Million Pesos (P4,400,000,000.00) and above shall be categorized as Category A while those Four Billion Four Hundred Million Pesos (P4,400,000,000.00) and below shall be categorized as Category B. Brokers belonging to Category A shall comprise at the maximum 90% of the total number of seats of winning broker-directors while brokers belonging to Category B shall comprise at least 10% of the winning broker-directors. There shall be at least one (1) broker belonging to Category B among tlie winning broker-directors, provided that if tliere is no broker belonging to Category B who lands in the Top Fifteen (15) candidates, then the lowest-ranking among the top ranking broker-directors belonging to Category A will be dislodged in favor of tlie highest-ranking broker-director belonging to Category B. (SUBJECT OF A REQUEST FOR RECONSIDERATION BY NOMELEC TO THE S.E.C.) 8. The candidates who garner the highest number of votes for each category shall be declared elected directors of the PSE, provided that there shall be one (1) President-director, and three (3) independent directors, and at least one director representing each of the interests of Issuers, Investors and Other Market Participants and no more than seven (7) broker directors, one of which is a broker belonging to Category B.
Candidates ranked according to number of votes Candidate 1 - Non-Broker - Investor Candidate 2 - Broker A Candidates- Broker A Candidate 4 - Broker A Number of votes garnered 10,000,000 9,800,000 9,750,000 9,500,000

SEC APPROVED - 18 March 2013

Candidate 5 - Non-Broker - Issuer Candidate 6 - Broker A Candidate 7 - Non-Broker - Investor Candidate 8 - Broker A Candidate 9 - Broker Candidate 10 - Non-Broker - Other Market Participant Candidate 11 - Broker A Candidate 12 - Broker B Candidate 13 - Non-Broker - Investor Candidate 14 - Broker A Candidate 15 - Independent Director Candidate 16 - Independent Director Candidate 17 - Independent Director Candidate 18 - President Candidate 19 - Broker B Candidate 20 - Non-Broker - Other Market Participant 8,600,000 8,550,000 7,950,000 7,900,000 7,650,000 7,450,000 7,300,000 6,900,000 6,850,000 6,670,000 5,000,000 5,700,000 5,500,000 4,000,000 3,500,000 3,000,000

The elected directors are as follows: Independent Directors with three (3) seats: Candidates 15,16 and 17 President with one (1) seat: Candidate 18 Non-brokers: 1, 5, 7, and 10. Broker B: Candidate 12 Broker A: Candidates 2, 3, 4, 6, 8, and 9.

9. Candidates who intend to withdraw their candidacies must indicate so in writing and must deliver the same to the Chairman of Nomelec on or before 8:30 a.m. of 18 May 2013. Only those candidates announced by the Nomelec Chairman during the annual stockholders' meeting shall be qualified for election. Any and all votes cast in favor of a candidate not announced by the Nomelec Chairman shall be invalidated. 10. The press corps shall only be allowed in certain areas assigned by PSE. Only legitimate reporters including wire reporters and reporters from foreign publications shall be allowed access to the annual stockholders' meeting. These reporters must register thirty (30) minutes prior to the start of the stockholders' meeting and shall be given official press identification tags by PSE. PSE reserves the right to deny access to any reporter after the stockholders' meeting has begun.

SEC APPROVED - 18 March 2013

The reporters shall not be allowed to interview any director, stockholder or candidate inside the meeting area during the stockholders' meeting. Reporters shall not be allowed to photograph or take videos of the proceedings. 11. Sample ballots are allowed inside the meeting area.

12. Only PSE stockholders or their representatives authorized by duly executed proxies or secretary's certificates, and authorized PSE personnel shall be allowed inside the meeting area.

REMYITIGULO

airman

DAISY P. ARCE

DAKILA B. FONACIER

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i CORNELIO T. PERALTA ArflSA V. ENCARNACION