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MINUTES OF THE 2014 ANNUAL MEETING OF THE STOCKHOLDERS OF

THE PHILIPPINE STOCK EXCHANGE, INC.

Held on 24 May 2014

at the

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

I. CALL TO ORDER

The Chairman, Mr. Jose T. Pardo, called the meeting to order at 9:20 a.m. II. PROOF OF NOTICE OF CERTIFICATION OF QUORUM

The Corporate Secretary, Atty. Aissa V. Encarnacion, certified that notices, including the required Information Statement, were sent on 2 May 2014 to all stockholders of record of the Corporation as of 26 April 2013. The Corporate Secretary further certified that at least 69.38% of the aggregate number of 73,330,390 shares issued, outstanding and entitled to vote, or at least 50,874,198 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 18 May 2013, copies of which was distributed to the stockholders during registration and posted on the website of the Corporation as of 3 May 2014.

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Mr. Guillermo Gili wanted it to be put on record his objections to, and reservations on, the approval of the minutes of the Annual Stockholder’s Meeting held on 18 May 2013.

Upon motion duly made and seconded, the Minutes of the 2013 Annual 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. He likewise presented the Financial Report and the 2013 Audited Financial Statements to the stockholders. Copies of the President’s Report, Financial Report, and 2013 Audited Financial Statements are hereto attached as Annexes “C,” “D,” and “E,” respectively.

The President’s report was duly noted.

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 2013 audited financial statements as of 31 December 2013 as audited by the Corporation’s external auditors, and the accompanying explanatory notes.”

Mr. Philip Turner recommended simplifying the various technological platforms being used by the Exchange.

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Mr. Turner also inquired regarding the breakdown of the electronic board of the Exchange a few months ago and expressed his concern about the costs of the new electronic board.

The President assured the stockholders that the technical glitch was immediately corrected and that all the underlying systems of the Exchange were not compromised.

Ms. Carmencita Santos said that after reviewing the audited financial statement of the Exchange, she agrees with the report of the Chairman and of the President that 2013 was another banner year for the Exchange. However, she wanted clarification regarding the decision of the Exchange regarding the item on foreign currency risk. She noticed that the Exchange shifted from a net long position to a net short position because of substantial foreign exchange denominated financial liabilities. She opined that, in a regime of a strengthening dollar or other foreign currencies, such a move opens the Exchange to a substantial foreign exchange risk.

The President said that an auditor or the Chief Financial Officer of the Exchange will provide a more detailed answer after the meeting. He added that in general all companies in the Philippines have a similar exposure with foreign exchange adjustments due to the negative boom from a Peso perspective.

Mr. Gili wanted it to be put on record his objection to the approval of the 2013 Audited Financial Statement of the Exchange. He also shared his grievances regarding the temperature in the waiting area and the acts of the security guards engaged by the Exchange for last year’s annual stockholders’ meeting.

Mr. Emilio dela Cruz commended the Exchange for the release of the ETF. He inquired regarding the status of the Real Estate Investment Trust (“REIT”) market and why are there no listings under it.

The President explained that Management as well as the Board fully support the development of the REIT market. Unfortunately, regulators, more specifically the SEC and BIR, introduced features that make it uncompetitive and unattractive for companies to list under a REIT. The President assured the stockholders that the Exchange has raised this issue with the regulators.

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The President explained that it will take some time before the Exchange can take part in the ASEAN integration. In order for the Exchange to do so, Congress and the regulators need to amend certain provisions in local laws and regulations. At this stage, we are only working on the ASEAN marketing initiative.

VI. 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 there were earlier furnished copies of the acts and resolutions of the Board of Directors for the period of May 2013 to April 2014.

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.

“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 30 April 2014.”

VII. APPOINTMENT OF EXTERNAL AUDITOR

The Chairman stated that the Board of Directors recommended the appointment of SGV & Co. as external auditor for the year 2014 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. In response to a query of a stockholder, the Corporate Secretary explained that the choice of auditors is made through a bidding process but, henceforth, the bidding will only be conducted every two (2) years. Upon motion duly made and seconded, the stockholders approved the following:

“RESOLVED, That the stockholders of The Philippine Stock Corporation, Inc. (the “Corporation”) appoint, Sycip, Gorres, Velayo, & Co. as external auditor for 2014 with a fee of P600,000.00 exclusive of VAT.”

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The Chairman informed the stockholders that the Board of Directors of the Corporation recommended the amendment of the 3rd Article of the Corporation’s Articles of Incorporation to change the principal address of the Corporation from Metro Manila to PSE Plaza, Ayala Avenue, Makati City.

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, the amendment of the 3rd Article of the Corporation’s Articles of Incorporation, from “Metro Manila” to “PSE Plaza, Ayala Avenue, Makati City.””

IX. OTHER MATTERS

A stockholder asked what actions are being done by the Exchange to curb speculative trading. The President replied that the most important structural change is the creation of the Capital Markets Integrity Corporation. CMIC is empowered with technology that allows it to monitor in real time the transactions of Trading Participants and individuals. The system also allows them to see whether there are suspicious trades.

The said stockholder also inquired regarding what actions the Exchange can take against issuers who declare property dividends but fail to comply with their committed timetable for the release and issuance of the same. The President explained that such issue is best raised with the SEC and not the Exchange.

X. 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.

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Bangayan 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)

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

Upon motion duly made and seconded, the stockholders present, either in person or by proxy, 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 2014-2015 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

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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 Certification and the Certificate of Election Results is hereto attached as Annexes “F” and “G”.

XI. ADJOURNMENT

In the absence of any other business to be discussed, and upon motion duly made and seconded, the meeting was adjourned at around 10:30 a.m.

AISSA V. ENCARNACION

Corporate Secretary

ATTEST:

JOSE T. PARDO

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