SEC MC No. 11, Series of 2025: Guidelines on Exempt Transactions Under Section 10 of the Securities Regulation Code

Republic of the Philippines
Department of Finance
SECURITIES AND EXCHANGE COMMISSION
SEC HEADQUARTERS,
Makati Avenue, Salcedo Village, Bel-Air, Makati City, 1209 SEC FORM 10.1 APPLICATION FOR OPTIONAL CONFIRMATION OF EXEMPT TRANSACTION UNDER SECTION 10.1 OF THE SRC ___________________________________________________________________________ __________________________________ Name of issuer whose securities are being offered for sale or sold Date of Filing

1. State the provision of Section 10.1 under which the Application for Confirmation of Exempt Transaction is
   based:
2. Information about the securities for which this Application has been filed:
   (a)Title of class of securities being offered for sale/sold (b) Form of payment (c) Number and price/value of the securities being offered for sale/sold (d) Are any of the issuer’s securities listed on the Philippine Stock Exchange and, if so, describe which class is listed and latest trading price. (e) Are the securities traded on any other trading market and, if so, disclose latest trading price (f) Capital structure as of the date prior to this issuance:

1. Authorized capital stock, par value, number of
   shares and amount
2. Subscribed capital stock, number of shares and
   amount
3. Unissued shares

3. Additional information about the Issuer and the Securities:
   (a) Exact name of issuer as specified in its charter (b) Place (province, country or other jurisdiction of incorporation) and date thereof (c) SEC Identification Number (d) BIR Tax Identification Number (e) Address of principal office (f) Issuer’s telephone number, including area code (g) Former name or former address, if any, since filing of last report with the SEC (h) Are any of the issuer’s securities listed on the Philippine Stock Exchange and, if so, describe which class is listed and latest trading price.

(i) Other securities registered with the Commission under the Revised Securities Act or the Securities Regulation Code (title of each class, number of shares) (j) Describe any other offer for sale/sale of securities by the issuer for the last 12 months for which exemptive relief from registration was claimed under RSA or Section 10.1 of the SRC. This should include the basis of exemption, class of securities, amount and number of investors. (k) Name of underwriter or selling agent involved in the sale
4. If securities are being sold by the owner thereof, please disclose:
(a) Name of Selling Owner or Owner’s
Representative
(b) Date of acquisition and from whom
(issuer, another person)
(c) Price of securities when acquired
5. Terms and Conditions of the Sale:
(a) Date and place of initiation of selling efforts (or proposed date and place of sale if prior confirmation is requested) (b) Unless being sold by the issuer or the owner, please disclose name of person selling the securities and his authority (c) Lock-Up Period (d) Summary of other terms and conditions of the sale.
6. Information about the Purchaser/Subscriber
For Equity Securities:
Check if purchasers are existing stockholders and indicate the number of existing stockholders____ Check if purchasers are new investors not exceeding 19 and indicate the number of new investors Check if purchasers are qualified buyers and indicate the number of new investors (Note: A list containing the information required under this Item shall be filed within 30 days from receipt of confirmation of exemption) For Debt Securities:
Check if purchasers are new investors not exceeding 19 and indicate the number of new investors Check if purchasers are qualified buyers and indicate the number of new investors (Note: A list containing the information required under this Item shall be filed within 30 days from receipt of confirmation of exemption)

7. Exhibits
   In addition to the above information, the applicant hereby submits with this Application for Confirmation of Exempt Transaction the following documents, as may be applicable:
   (a) Written Disclosure to Investors containing the required information under SRC Rule 10.1.1. Disclosure to Investors; (b) Notice to Stockholders containing the required information under SRC Rule 10.1.3.4.4. (Applicable only to application under SRC 10.1(k)); (c) Notarized Certificate of the Corporate Secretary attesting to the List of Stockholders/Holders of Securities both prior to and subsequent to the subscription; (d) Notarized Secretary`s Certificate on no pending case of intra-corporate dispute; (e) Latest Audited Financial Statements; (f) Latest Articles of Incorporation; (g) General Information Sheet (GIS) (h) Waiver of Pre-emptive rights (of non-subscribing stockholders); (i) Monitoring Clearance (If applicable, with PAF & OR) (j) Copy of other materials to be used/used in connection with the offering for sale or sale; and (k) If the consideration is other than cash, documents supporting the proper valuation of the payment to be received in exchange of the securities to be issued. As a Listed Company (Additional Documents):
   (a) Mandate Letter from Underwriters;
   (b) Underwriting Agreement;
   (c) Certification of No Remuneration/Compensation; (d) Prospectus (e) Notarized Certificate of the Corporate Secretary regarding Board of Directors’ and shareholders approval on the proposed issuance; (f) Undertaking of the Majority Stockholders on the remaining unsubscribed shares (certification from the bank of the sufficient fund); and (g) Listing Application stamped received by the Listing Department of the PSE.
8. Filing Fees
   This notice with an application for confirmation of availability of an exemption under SRC Rule 10.1 of the Code Application for Confirmation of Exempt Transaction under Section 10.1 of the SRC has been submitted along with the payment of the prescribed fee in the amount of P under Official Receipt No. . (Fill this up if applicable only)

SIGNATURES
The undersigned hereby certifies that the exemption applied for hereunder is available and all requirements set forth in SRC Rule 10.1, as may be a applicable, have been complied with. Pursuant to the requirements of the Code and SRC Rule 10.1 thereunder (Name of Seller) has caused this certification to be signed on its behalf by a duly authorized person who, in case of a juridical person, shall be the President thereof. Date:
By:
President
SUBSCRIBED AND SWORN to before me on this day of at affiant exhibited to me his/her issued on on . NOTARY PUBLIC Doc No.:
Page No.
Book No.
Series of 20
The applicant shall file with the Commission two (2) copies of this SEC Form 10.1 one of which shall be manually signed by a duly authorized person who, in case of a juridical person, shall be President.

Republic of the Philippines
Department of Finance
SECURITIES AND EXCHANGE COMMISSION
SEC HEADQUARTERS,
Makati Avenue, Salcedo Village, Bel-Air, Makati City, 1209 REQUEST FOR CONFIRMATION OF EXEMPTION:
STOCK OPTION PLAN
(Section 10.2 of the Securities Regulation Code) Applicability STOCK OPTION PLAN Rule 10.2 The Commission may exempt other transactions, if it finds that the requirements of registration under the Securities Regulation Code is not necessary in the public interest or for the protection of the investors such as by reason of the small amount involved or the limited character of the public offering. Filing Fee

• 1/10 of 1% of the Aggregate Total Value of the Share/Securities being
  Offered, Plus 1% of the UP Legal Research Fee
• Digital Payment: https://espaysec.sec.gov.ph
  DOCUMENTARY REQUIREMENTS:

1. SEC Cover Sheet
2. SEC Form 10.2
3. Notarized certificate of the Corporate Secretary of the applicant Issuer attesting to the following:

• Approval by the applicant's Board of Directors and required stockholders' approval of the stock offering plan
  ("the Plan") (copies of the pertinent resolutions/minutes approving the Plan shall be attached);
• Genuineness and due execution of the Plan, a copy of which shall be attached to the certificate (shall also
  include the procedure or guidelines of the Stock Option Plan on the sale, assignment, transfer of disposition of the shares acquired by the Optionees);
• Statement whether or not the offering will be underwritten;
• If applicable, a breakdown of the number of shares earlier exempted from registration (citing SEC
  Resolution/Order and date of approval), the shares subscribed by the optionees, and the remaining unissued shares computed on a year-to-year basis, and an explanation on why the applicant has renewed its application in spite of the availability of unissued shares;
• If the applicant is a foreign corporation, it should state whether the terms and conditions of the Plan in the
  Philippines are the same as those in other jurisdictions;
• An undertaking:
  o to provide continuous access of the optionees-employees on the key performance indicators of the Issuer￾company until the termination of the Plan; o to pay an additional filing fee should there be an increase in price of the securities from the date of filing of this application for exemption until the date the options were granted to the optionees-employees; and o to submit to the Commission, on or before the 10th of January of each year following the date of grant until full issuance, a report containing the necessary details of the grant, such as but not limited to, the names of actual optionees and the number subscribed by them.

4. Notarized certification of the Human Resource Head or any position of equivalent nature that:

• a listing of persons and their corresponding position(s) in whose favor such grant or issuance of options is to
  be made, indicating the number of shares to be given/granted to each, or if this could not yet be ascertained, the formula to be used in determining such number of shares, and issue price;
• the Independent Directors (ID) of the participating companies’ subsidiary/affiliate will be granted options/
  shares
• the Optionees - employees of the said Stock Option Plan were informed about its terms and conditions,
  including the attendant risk, to enable them to make a reasonable judgment on its advantages and disadvantages to them;
• the Optionees - employees were given a copy of the Plan to enable them to make an intelligent judgment on the
  advantages and disadvantages of the Plan; and
• Reading materials, pamphlets, brochures, and other materials were disseminated in relation to the Plan.

5. Latest Audited Financial Statements of the applicant Issuer
6. Articles of Incorporation/Association (if the applicant Issuer is a foreign corporation)
7. Proof of payment of the prescribed filing fee
   PROCEDURES:
8. Submit the required application documents (duly accomplished SEC Form 10.2 and supporting documents) for pre￾processing to MSRD through email at: msrdsubmission@sec.gov.ph.
9. Pay the required filing fee via ESPAYSEC at https://espaysec.sec.gov.ph, and submit the proof of payment through
   email at: msrdsubmission@sec.gov.ph.
10. Submit two (2) complete sets (one original, one photocopy) of the application documents to MSRD (17th Floor, SEC
    Headquarters, Makati Avenue, Makati City).
11. Present the email receipt of the Order or Resolution and the Official Receipt for the application at MSRD (17th Floor,
    SEC Headquarters, Makati Avenue, Makati City) to secure the original hard copy of the SEC Resolution or Order.

ADDITIONAL INSTRUCTIONS:

1. A notarized certification of the authorization of the signatory of the SEC Form 10.2 must be submitted if the
   signatory of the SEC Form 10.2 is other than the President of the Issuer Company.
2. All documents executed outside the Philippines must be apostilled or authenticated by the Philippine Embassy or
   Consulate, whichever is applicable. (Submission of documents that do not comply with authentication requirements shall not be issued a Payment Assessment Form)

Republic of the Philippines
Department of Finance
SECURITIES AND EXCHANGE COMMISSION
SEC HEADQUARTERS, Makati Avenue, Makati City 1209 STOCK OPTION PLAN (Pursuant to SRC Section 10.2 and Rule 10.2 of the SRC-IRR) ___________________________________________________________________________ ____________________ Name of issuer whose securities are being offered for sale or sold Date of Filing

1. State the specific provision of the Securities
   Regulation Code under which exemption is based.
2. Registered name of the applicant
3. Purpose of the grant or the Plan of the applicant
4. Name of the Plan
5. Number of Option/Shares to be issued/ Offer
   Price
6. Issue Price (in PHP)
   (indicate the exchange rate used at the date of filing, if applicable)
7. Percentage of Total Aggregate Value of the
   Proposed Issue to Total Assets
   (With reference to the Most Recent Audited Financial Statements)
8. Percentage of Number of Shares to be Issued to
   Total Issued and Outstanding Shares
   (With reference to the Most Recent Audited Financial Statements)
9. Offer Period/ Vesting Period/ Holding Period
10. Source or basis, of the option shares at the time
    of filing
11. Issue price or exchange rate, issue price or
    exchange rate at the date of filing
12. Last quoted price of the shares (indicate the name
    of the exchange where the shares are listed, if applicable.)
13. Term of the Stock Option Plan
14. Settlement of the Option shares
15. Indicate if this ESOP Stock Option Plan will form
    part of the compensation package of the
    optionees/ employees
16. Effect of voluntary or involuntary cessation from
    employment to the grant of (ESOP) Stock Option Plan
17. Procedure or guidelines of the (ESOP) Stock
    Option Plan on the sale, assignment, transfer or disposition of the shares acquired by the optionees
18. Other relevant terms and conditions
19. Names and corporate profiles of the Issuer and
    its participating corporations (subsidiaries and affiliates) in the Philippines, including, but not limited to the following:

• Date of registration

• SEC Reg. No.

• Primary Purpose

• Corporate Capital Structure (Authorized
  Capital, Subscribed Capital and Paid- up
  Capital, Par Value, Foreign Equity) per latest Audited Financial Statements

• Names, nationalities, and positions of the
  Board of Directors/ Officers

• Names, nationalities, no. of shares and total
  percentage of allotment to independent directors vis-a-vis the outstanding capital stock of the issuer and the participating corporation FILING FEE This application for confirmation of availability of an exemption under SRC Rule 10.2 of the Code has been submitted along with the payment of the prescribed fee in the amount of ___________________ under eO.R. No. ________________ dated ________________________; SIGNATURES The undersigned hereby certifies that the exemption applied for hereunder is available and all requirements set forth in SRC Rule 10.2 have been complied with and are in accordance with the existing rules and regulations of the country of the Issuer-corporation, the Securities Regulation Code and its Implementing Rules and Regulations. Pursuant to the requirements of the Code and SRC Rule 10.2, (Name of Issuer-Corporation) has caused this certification to be signed on its behalf by its President or duly authorized representative of the Issuer- Corporation. Date: _____________________________ By: _______________________________________________________ President

(Company’s Letter Head)
SECRETARY’S CERTIFICATE
(of the Issuer-Corporation)
I, ____________________, Secretary of ________________, a Corporation organized and existing in accordance with the laws of _______________, certify that:

1. The___________, Stock Option Plan of __, a true copy of which is attached to this
   Certificate as Annex, was approved by the majority of the Board of Directors and Stockholder1 (representing at least 2/3 of the Outstanding Capital Stock) of the Company at the meeting duly called and held on , and, respectively;
2. Attached to this Certificate are Annexes_______, are true copies of the resolutions and actions
   adopted and approved by the Board of Directors and Stockholders of the Company in regard to the said Stock Option Plan and that resolution, actions, and Stock Option Plan have not been modified amended or rescinded and, remain in full force and effect;
3. the Stock Option Offering is (not) underwritten;
4. The number of shares previously exempted from registration, the shares subscribed by the
   Optionees of the Stock Option Plan, and the remaining unissued shares are as follows:
   (List data on a per SEC Order/Resolution Basis) SEC Order/ Resolution and date No. of Shares Earlier Exempted No of Shares Subscribed by Optionees Aggregate Value and the No. of Shares Subscribed Remaining Unissued Shares Status of the Remaining Unissued Shares (1) (2) (3) (4) (5) (6) If none, indicate that the Issuer has no previous share plans earlier exempted from registration by the Commission.
5. The Company has despite the availability of unissued shares, applied anew for exemption
   from registration of shares in the Stock Option Plan for the following reasons:
   (State reason/s for the renewed application. If inapplicable, please state)
6. The procedures or guidelines of the Stock Option Plan on the sale, assignment, transfer of
   disposition of the shares acquired by the Optionees are the following (or described in paragraphs ____, of the attached approved plan; (Explain the procedure or guidelines)
7. The terms and conditions of the Plan in the Philippines are the same as those in other
   jurisdictions (if the applicant is a foreign corporation);
8. The shares or options covered by the application will not be settled in cash and/or no
   phantom shares will be issued (if the Plan provides for a cash settlement and/or issuance of phantom

1
In the case of a foreign corporation where stockholders’ approval of the Plan is not required, or where a different voting requirement applies under the laws governing its organization or existence, a statement to that effect shall be provided.

shares);
9. The optionee-employees will have continuous access to the key performance indicators and
financial records of the Issuer-company within forty-five (45) days after the end of each quarter until the termination of the Plan;
10. The Issuer-Company undertakes to pay additional filing fee should there be an increase in
price of the securities from the date of filing of this application for exemption until the date the options were granted to the optionee-employees, and to submit to the Commission, on or before the 10th day of January of each year following the date of grant until full issuance, a report containing the necessary details of the grant. I have signed this certificate this _____ day of ____20 at _________________. _______________________________________________________ (Name and Signature of Corporate Secretary) (Notarial of Consular Acknowledgment)

(Company’s Letter Head)
CERTIFICATE
I, _____________________, VicePresident/Head- for Human Relations (or equivalent title of position); or President of the ____________________, Union of _______________, a Corporation organized and existing in accordance with the laws of _______________, certify that:

1. The names and positions of the eligible or qualified optionees of the ___________________,
   Stock Option Plan of the Company are the following:
   Name Position No. of Shares* Issue Price
   (1) (2) (3) (4)
   *Note: If the number of shares to be given to each employee could not yet be ascertained, the formula to be used in determining such number of shares shall be indicated.
2. The following Independent Directors of the participating companies will be granted
   options/ shares, as follows:
   Name of Participating subsidiary/affiliate
   Name of Independent
   Director/s No. of Options/Shares
   Percentage of
   Ownership
   After Grant vis-a- vis the outstanding capital stock of the issuer and the participating corporation (1) (2) (3) (4)
3. I have informed the Optionees of the said Stock Option Plan about its terms and
   conditions, including the attendant risk, to enable them to make a reasonable judgment on its advantages and disadvantages to them.
4. I have disseminated reading materials, pamphlets, brochures and other materials in
   relation to the Plan.
   I have signed this Certificate this _____ day of ____________20 at ________________________. ________________________________________________ (Affix Name and Signature) (Notarial of Consular Acknowledgment)