THE PHILIPPINE STOCK EXCHANGE, INC.

MINUTES OF THE 2013 ANNUAL MEETING OF THE STOCKHOLDERS OF

THE PHILIPPINE STOCK EXCHANGE, INC.

at the

Pavilions A and B Wack Wack Golf and Country Club, Shaw Blvd., Mandaluyong City

I. CALL TO ORDER

The Chairman, Mr. Jose T. Pardo called the meeting to order at about 8:00 a.m.

II. PROOF OF NOTICE AND CERTIFICATION OF QUORUM

The Corporate Secretary, Atty. Aissa V. Encarnacion, certified that notices, including the required Information Statement, were sent on 22 April 2013 to all stockholders of record of the Corporation as of 26 April 2013. The Corporate Secretary further certified that at least 78.21% of the aggregate number of 61,058,724 shares issued, outstanding and entitled to vote, or at least 47,755,488 shares, were present in person or by proxy and therefore, a quorum existed for the stockholders to transact business. A copy of the list of stockholders present in person or by proxy is attached hereto as Annex “A.”

The Chairman thus declared that the stockholders may proceed to transact business.

III. APPROVAL OF THE MINUTES OF THE PREVIOUS ANNUAL STOCKHOLDERS' MEETING

The next item on the agenda was the approval of the minutes of the last Annual Stockholders’ Meeting held on 5 May 2012, copies of which were distributed to the stockholders during registration and posted on the website of the Corporation as of 2 May 2013.

A motion to dispense with the reading of said minutes was duly made and seconded.

Stockholders’ Meeting was approved. IV. CHAIRMAN’S MESSAGE

The Chairman delivered his message, a copy of which is attached hereto as Annex “B.”

V. PRESIDENT'S REPORT

The Chairman then introduced the President and CEO, Mr. Hans B. Sicat. The President presented the President’s report to the stockholders. A copy of the President's Report is attached hereto as Annex“C.”

The President's Report was duly noted. VI. TREASURER’S REPORT

The President likewise presented the financial report and the 2012 audited financial statements to the stockholders, copies of which are attached hereto as Annexes “D” and “E.”

Mr. Emilio dela Cruz, a stockholder, inquired about the accounting practice of the Exchange regarding replacement accounting. The Treasurer, Ms. Omelita Tiangco, answered that by way of practice, the fully-depreciated assets of the Exchange are sold through bidding. Hence, she stated that the Exchange recovers a certain portion of the price of the asset.

Ms. Belinda Beng Hui, partner-in-charge of the external auditor of the Exchange, explained that yearly, the Exchange depreciates its assets and said amount forms part of the expenses of the Exchange. Also, in compliance with accounting standards, the depreciation expenses is accumulated and shown as a deduction to the assets of the Exchange.

A stockholder asked how the Exchange increases the profitability of the stockholders. He further asked how many initial public offerings (“IPO”) is projected for the coming year.

The President, Mr. Hans B. Sicat, answered that the Exchange is expecting 7 to 10 IPOs. He pointed out that last year, the Exchange had a total number of transaction counts of 88 different types of transactions which includes follow-on offerings. He informed the stockholders that there are many more products that will be launched and assured them that the revenue level of the Exchange will

increase this year.

Upon motion duly made and seconded, the stockholders approved the following:

“RESOLVED, That the stockholders of The Philippine Stock Exchange, Inc. (the “Corporation”) approve, as they hereby approve, the Corporation’s 2012 audited financial statements as of 31 December 2012 as audited by the Corporation’s external auditors, and the accompanying explanatory notes.”

The stockholders noted the Treasurer’s Report. A copy of the 2012 Audited Financial Statements is attached hereto as Annex “F”.

VII. RATIFICATION AND CONFIRMATION OF ACTS AND RESOLUTIONS OF THE BOARD OF DIRECTORS

Next on the agenda was the ratification of the acts executed by the Corporation's Board of Directors and Officers. The Chairman reminded the stockholders that they were earlier furnished copies of the acts and resolutions of the Board of Directors for the period of 5 May 2012 up to 24 April 2013.

A motion for the approval of all the acts of Management and the Board of Directors for the period stated was duly made and seconded.

Upon motion duly made and seconded, the stockholders approved the following:

“RESOLVED, That the stockholders of The Philippine Stock Exchange, Inc. (the “Corporation”) approve and ratify, as they hereby approve and ratify, all the acts of Management and the Board of Directors as disclosed in the corporate records from the last annual stockholders' meeting up to the date of the meeting on 24 April 2013.”

VIII. APPOINTMENT OF EXTERNAL AUDITOR

The Chairman stated that the Board of Directors recommended the appointment of Punongbayan & Araullo as external auditor for the year 2013 with a fee of P600,000.00 as endorsed by the Audit Committee. The Audit Committee is chaired by Atty. Cornelio T. Peralta, an independent director, who was also present during the meeting. Upon motion duly made and seconded,

the stockholders approved the following:

“RESOLVED, That the stockholders of The Philippine Stock Corporation, Inc. (the “Corporation”) appoint, Punongbayan and Araullo as external auditor for 2013 with a fee of P600,000.00 exclusive of VAT.”

IX. INCREASE IN AUTHORIZED CAPITAL STOCK FROM P97,800,000.00 TO P120,000,000.00

The Chairman informed the stockholders that the Board of Directors recommended the increase in Authorized Capital Stock from P97,800,000.00 to P120,000,000.00.

Mr. Steven Solliven asked whether the increase in Authorized Capital Stock is subject to pre-emptive rights. The Corporate Secretary, Atty. Aissa V. Encarnacion, answered that the increase in authorized capital stock of the Exchange will be funded through the declaration of stock dividends. Hence, pre-emptive rights will be exercised.

Upon motion duly made and seconded, with no objections, the stockholders approved the following:

“RESOLVED, that the stockholders of The Philippine Stock Exchange, Inc. (the “Corporation”) approve, as they hereby approves, the increase in authorized capital stock from P97,800,000 to P120,000,000 divided into 120,000,000 common shares with a par value of P1.00 per share, at least 25% of which shall be subscribed and paid for by the 20% stock dividend equivalent to 12,211,744 shares of stock.”

X. DECLARATION OF TWENTY PERCENT (20%) STOCK DIVIDEND

Upon motion duly made and seconded, the stockholders unanimously approved the following:

“RESOLVED, That the Stockholders of the Philippine Stock Exchange, Inc. (the “Exchange”) approve, as they hereby approve, the declaration of 20% stock dividend equivalent to P12,211,744 common shares, to fund the increase in the authorized capital stock from P97,800,000 to P120,000,000, payable within thirty (30) days from the date of approval of the increase in authorized capital stock

by the Securities and Exchange Commission, the record date of which shall be fixed by the Board of Directors provided that it shall not be less than ten (10) days nor more than thirty (30) days from the date of approval by the stockholders.“

XI. APPROVAL OF RELOCATION OF HEADQUARTERS AND PSEOFFICES

The Chief Operating Officer, Atty. Roel Refran, presented to the stockholders the building project of the Exchange which will house its new office. A copy of Atty. Refran's presentation is attached hereto as Annex “G”.

A stockholder suggested that the stock brokers should be consulted so that they can contribute ideas about the trading floor. The Chairman agreed and added that the Exchange has engaged consultants and placed measures in order to address the issues and concerns of the stock brokers as regards the trading floor.

A stockholder asked whether the building will be owned or will it be leased to the Exchange. The Chairman answered that the building will be owned by the Exchange.

Upon motion duly made and seconded, the stockholders approved the following:

“RESOLVED, that the stockholders of The Philippine Stock Exchange, Inc. (the “Corporation”) approve, as they hereby approves, (a) the relocation of the Exchange's headquarter offices, majority of its management offices and unified operations to the proposed new building in Bonifacio Global City identified as “The Philippine Stock Exchange at One Bonifacio High Street” to be developed by Ayala Land, Inc., Fort Bonifacio Development Corporation and its affiliates to cover an area of 6,400 square meters of gross leasable area (“sqm-GLA”), more or less, at a cost of not more than PhP 805,369,600.00 exclusive of taxes and other fees (“Cost-PSE”) and the corresponding amendment in the Articles of Incorporation.”

XI. OTHER MATTERS

A stockholder suggested that the National Art Competition project of the Exchange should be undertaken in collaboration with the National Art Commission. It was his opinion that the Exchange could engage in other

promotions that will properly advertise the products of the Exchange.

A stockholder inquired as to the status of the PASBADI case filed with the Regional Trial Court of Pasig City. Atty. Encarnacion answered that the case is still pending with said court.

A stockholder also inquired as to the schedule for fast tracking new services and products. Specifically, the stockholder inquired as to the status of the REITS.

The President answered that the overall goal of the Exchange is to increase the number of its products. He explained that the REITS has not been implemented with the changes introduced by BIR.

XII. ELECTION OF DIRECTORS

The Chairman explained that based on the Corporation’s By-laws, the stockholders must elect fifteen (15) directors: eight (8) non-broker directors, three (3) broker directors and four (4) directors to sit in the Open Seats, who shall serve for one (1) year or until their successors have been duly elected and qualified. The Securities Regulations Code further requires that from the eight (8) non-broker directors, three (3) must be independent directors, and one (1) should be the President.

The Chairman also said that the Board of Directors constituted a Nomination and Election Committee (“NOMELEC”) composed of Mr. Remy Tigulo as Chairman, Atty. Daisy Arce as Vice-Chairman, Atty. Cornelio Peralta, Mr. Dakila Fonacier, and Atty. Aissa V. Encarnacion as members. The NOMELEC proceeded to formulate rules and regulations on the nominations and elections, to receive nominations, to evaluate their qualifications and to nominate the non-broker directors. The Chairman then gave the floor to the NOMELEC Chairman, Mr. Remy Tigulo.

The NOMELEC Chairman read the list of the nominees for President, Broker Seats, Open Seats and Independent Director Seats based on the evaluation of the NOMELEC. The following were nominated:

Hans B. Sicat President

Amor C. Iliscupidez Non-Broker Director (Investor) Robert G. Vergara Non-Broker Director (Investor) Anabelle L. Chua Non-Broker Director (Issuer)

Participants)

Dakila B. Fonacier Independent Director Jose T. Pardo Independent Director Cornelio T. Peralta Independent Director Emmanuel O. Bautista Broker A

Eddie T. Gobing Broker A Alejandro T. Yu Broker B Francis Chua Broker A Eusebio H. Tanco Broker A Ma. Vivian Yuchengco Broker A David O. Chua Broker B

Upon motion duly made and seconded, the stockholders unanimously elected all the nominees. The Chairman directed the Corporate Secretary to cast all votes in favor of the aforementioned nominees. The following directors were thus elected, who shall serve as directors for the year 2013-2014 and/or until their successors have been elected and/or qualified:

Hans B. Sicat President

Amor C. Iliscupidez Non-Broker Director (Investor) Robert G. Vergara Non-Broker Director (Investor) Anabelle L. Chua Non-Broker Director (Issuer)

Edgardo G. Lacson Non-Broker Director (Other Market Participants)

Dakila B. Fonacier Independent Director Jose T. Pardo Independent Director Cornelio T. Peralta Independent Director Emmanuel O. Bautista Broker A

Eddie T. Gobing Broker A Alejandro T. Yu Broker B Francis Chua Broker A Eusebio H. Tanco Broker A Ma. Vivian Yuchengco Broker A David O. Chua Broker B

A copy of the Certificate of Election Results is hereto attached as Annex “H”.

XII. ADJOURNMENT

In the absence of any other business to be discussed, and upon motion duly made and seconded, the meeting was adjourned at around 0:00 a.m.

AISSA V. ENCARNACION

Corporate Secretary

ATTEST:

JOSE T. PARDO

Chairman