Philippine Stock Exchange : Acceptance Form for Broker Nominees

PSE - Unrestricted

The Philippine Stock Exchange, Inc.

ACCEPTANCE FORM

For Broker Nominees

I, ______________________________, undersigned nominee/recommendee, hereby accept the

nomination/recommendation as broker director of the Philippine Stock Exchange, Inc. (PSE). In accepting this nomination/recommendation, I acknowledge my understanding of, and my capacity and willingness to abide by the rules and regulations pertaining to the nomination and election of the members of the Board of Directors. I hereby certify that:

• I have not been convicted by final judgment or order by a competent judicial or administrative body of any crime that
  (a) involves the purchase or sale of securities, as defined in the Securities and Regulation Code; (b) arises out of your conduct as an underwriter, broker, dealer, investment adviser, principal distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; or (c) arises out of your fiduciary relationship with a bank, quasi-bank, trust company, investment house or as an affiliated person in any of them.
• I am not, by reason of misconduct, after hearing, permanently enjoined by a final judgment or order of the Securities and Exchange Commission (SEC) or any court or administrative body of competent jurisdiction from (a) acting as underwriter, broker, dealer, investment adviser, principal distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; (b) acting as director or officer of a bank, quasi-bank, trust company, investment house, or investment company; (c) engaging in our continuing any conduct or practice in any of the capacities mentioned in (a) and (b), or willfully violating the laws that govern securities and banking activities.
• I am not currently the subject of an order of the SEC or any court or administrative body denying, revoking or suspending any registration, license or permit issued to you under the Corporation Code, Securities Regulation Code or any other law administered by the SEC or Bangko Sentral ng Pilipinas (BSP), or under any rule or regulation issued by the SEC or BSP, or otherwise restrained to engage in any activity involving securities and banking; or currently the subject of an effective order of a self-regulatory organization suspending or expelling you from membership, participation or association with a member or participant of the organization.
• I have not been convicted by final judgment or order by a court or competent administrative body of an offense involving moral turpitude, fraud, embezzlement, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false affirmation, perjury or other fraudulent acts.
• I have not been adjudged by final judgment or order of the SEC, court, or competent administrative body to have willfully violated, or willfully aided, abetted, counseled, induced or procured the violation of any provision of the Corporation Code, Securities Regulation Code or any other law administered by the SEC or BSP, or any of its rule, regulation or order.
• I have not been judicially declared as insolvent.
• I have not been found guilty by final judgment or order of a foreign court or equivalent financial regulatory authority of acts, violations or misconduct similar to any of the acts, violations or misconduct enumerated in the foregoing paragraphs.
• I have not been convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code committed within five (5) years prior to the date of my election or appointment.
• I have not refused to comply with the disclosure requirements of the Securities Regulation Code and its Implementing Rules and Regulations, especially as regards the extent of my business interest. [The disqualification shall be in effect as long as his refusal persists.]

PSE - Unrestricted

• For incumbent directors, I was not absent in more than fifty percent (50%) of all regular and special meetings Board of Directors during my incumbency, or any twelve (12) month period during said incumbency, unless the absence is due to illness, death in the immediate family or serious accident. [The disqualification shall apply for purposes of the succeeding election.]
• I have not been dismissed or terminated for cause as director of any corporation covered by the Revised Code of Corporate Governance of the SEC (i.e., registered corporations and branches or subsidiaries of foreign corporations operating in the Philippines that (a) sell equity and/or debt securities to the public that are required to be registered with the SEC, or (b) have assets in excess of Fifty Million Pesos and at least 200 stockholders who own at least 100 shares each of equity securities, or (c) whose equities are listed on an Exchange, or (d) are grantees of secondary licenses from the SEC). [The disqualification shall be in effect until he has cleared himself from any involvement in the cause that gave rise to his dismissal or termination.]
• I am not the subject of any case involving any of the grounds listed above.

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Signature of Nominee/Recomendee

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Date