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B. CONTROL AND COMPENSATION INFORMATION

Item 4. Voting Securities and Principal Holders Thereof

As of March 31, 2019, the following shares of common and preferred stock of the Company were outstanding:

Class Number of

Outstanding Shares

Common 31,514,848,752

Class A Preferred Shares 9,128,105,319

Of the total outstanding common capital stock, 23,888,880,112 common shares or 75.80 percent are owned by Philippine nationals, while 7,625,968,640 common shares or 24.20 percent are owned by foreigners. All Class A Preferred shares are owned by a Philippine national. Each common and Class A Preferred share of stock of the Company is entitled to one (1) vote as described below. The record date for the purpose of determining the stockholders entitled to vote is 27th April 2019.

Holders of common and Class A Preferred shares of stock of the Company are entitled to vote on all matters to be voted upon by the stockholders. Stockholders entitled to vote are also entitled to cumulative voting in the election of directors. Section 23 of the Revised Corporation Code provides, in part, that: “….in stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock and transfer book of the corporation, or where the by-laws are silent, at the time of the election; and said stockholder may vote such number of shares for as many persons as there are directors to be elected, or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit….”

As of March 31, 2019, the stock transfer agent of the Company reported that there are 1,297 holders of common shares of the Company. The top 20 stockholders of record, the number of common shares held and the percentage of the common shares outstanding and held by each stockholder of record of the Company as of March 31, 2019, are as follows:

Rank STOCKHOLDER NAME Number of Common Shares

Percent

1 METRO PACIFIC HOLDINGS, INC. 13,222,948,170 41.92%

2 PCD NOMINEE CORPORATION (FOREIGN)

7,598,565,418 24.09%

3 PCD NOMINEE CORPORATION (FILIPINO)*

5,770,078,296 18.29%

4 GT CAPITAL HOLDINGS, INC.** 1,300,000,000 4.13%

5 ALBERT F. DEL ROSARIO &/OR MARGARET GRETCHEN V. DEL ROSARIO

12,774,224 00.04%

6 MANUEL VELEZ PANGILINAN 7,000,001 00.02%

7 RAY CELIS ESPINOSA 5,000,001 00.02%

8 LUCIO W. YAN &/OR CLARA Y. YAN

2,850,000 00.01%

9 LYDIA B. ECHAUZ 2,030,000 00.01%

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10 FERDINAND G. INACAY 1,500,000 00.00%

11 LUCIO W. YAN &/OR CLARA Y. YAN

1,000,000 00.00%

12 BABY LEA M. WONG 1,000,000 00.00%

13 RAUL L. IGNACIO 1,000,000 0.00%

14 NICOLAS G. MANALO 1,000,000 0.00%

15 TESSA G. ACOSTA 1,000,000 00.00%

16 FIRST LIFE FINANCIAL CO., INC. 830,000 00.00%

17 BERCK Y. CHENG 650,000 00.00%

18 J. LUIGI L. BAUTISTA 650,000 00.00%

19. EDWIN U. LIM 600,000 00.00%

20. ERIC U. LIM 500,000 00.00%

*PCD Nominee Corporation (Filipino) excludes the 3,600,000,000 common shares beneficially-owned by GT Capital.**The total number of shares owned by GT Capital is 4,900,000,000 consisting of the 1,300,000,000 common shares directly owned by GT Capital and the 3,600,000,000 common shares lodged with PCD and are beneficially-owned by GT Capital.

Market Information

The Company's common shares are listed on the PSE. The high and low sales prices of such shares for the four quarters of the years 2016, 2017, 2018 and first quarter of 2019 are set out below. The share price as at the close of business on March 31, 2019 was P=4.85.

Quarter Low High 2016

1st 5.54 5.68 2nd 6.02 6.17 3rd 7.06 7.22 4th 6.66 6.88

2017 1st 6.63 6.78 2nd 6.37 6.50 3rd 6.64 6.77 4th 6.66 6.78

2018 1st 6.02 6.18 2nd 4.84 5.01 3rd 4.82 4.97 4th 4.69 4.81

2019 1st 4.82 4.93

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Security Ownership of Record and Beneficial Owners of at least 5% of the Company’s Securities as of March 31, 2019.

Security ownership of Record and Beneficial Owners of at least 5% of the Company's Securities Type of Class

Name and address of record owner and

relationship with Issuer

Citizenship Name of Beneficial Owner &

Relationship with Record

Owner

No. of Shares Held

Percent of class

Common Shares

Metro Pacific Holdings, Inc. (“MPHI”) 17/F Liberty Centre Bldg. 104 H.V. dela Costa, Salcedo Village, Makati City

Filipino MPHI is both record and beneficial owner. Mr. Manuel V. Pangilinan is usually designated as its representative, with authority to vote its shares, at meetings of shareholders.

13,222,948,170 41.92%

Common PCD Nominee Corporation* Foreign Public ownership 7,598,565,418 24.09%

Common PCD Nominee Corporation* Filipino Public ownership 5,770,078,296 18.29%

Common GT Capital Holdings, Inc. 43/F GT Tower International, Ayala Avenue cor. H.V. Dela Costa Street, Makati City**

Filipino GT Capital Holdings, Inc. is the record owner and the beneficial owner of 1,300,000,000 common shares, and the beneficial owner of 3,600,000,000 common shares lodged with PCD. Mr. Alfred V. Ty is usually designated as its representative, with authority to vote its shares, at meetings of shareholders.

1,300,000,000 4.13%

Class “A” Preferred Shares

Metro Pacific Holdings, Inc. 17/F Liberty Centre Bldg. 104 H.V. dela Costa, Salcedo Vill., Makati City

Filipino Metro Pacific Holdings, Inc. is both record and beneficial owner. Mr. Manuel V. Pangilinan is usually designated as its representative, with authority to vote its shares, at meetings of shareholders.

9,128,105,319 100%

*PCD Nominee Corporation is the registered owner of shares beneficially owned by participants in the Philippine Central Depositary, Inc. (PCD), aprivate company organized to implement an automated book entry system of handling securities transactions in the Philippines. Under the PCDprocedures, when an issuer of a PCD-eligible issue will hold a stockholders’ meeting, the PCD shall execute a pro-forma proxy in favor of itsparticipants for the total number of shares in their respective principal securities account as well as for the total number of shares in their clientsecurities account. For the shares held in the principal securities account, the participant concerned is appointed as proxy with full voting rights andpowers as registered owner of such shares. For the shares held in the client securities account, the participant concerned is appointed as proxy, with

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the obligation to constitute a sub-proxy in favor of its clients with full voting and other rights for the number of shares beneficially owned by such clients. As of 31 March 2019, Deutsche Bank Manila – Clients Acct., and The Hongkong and Shanghai Banking Corp. Ltd. – Clients Acct., participants of PCD, beneficially own 3,351,065,957 and 2,890,492,065 respectively, of the Company’s total common outstanding shares. ** The total number of shares owned by GT Capital is 4,900,000,000 (15.54%) consisting of the 1,300,000,000 common shares directly owned by GT Capital and the 3,600,000,000 common shares lodged with PCD and are beneficially owned by GT Capital.

Other than the abovementioned, the Company has no knowledge of any person who, as of March 31, 2019, was directly or indirectly the beneficial owner of, or who has voting power or investment power (pursuant to a voting trust or other similar agreement) with respect to, shares comprising more than five percent (5%) of the Company’s outstanding common shares of stock.

Security Ownership of the Directors; Members of Management as of 31 March 2019

The following are the number of common shares of stock owned of record and/or beneficially by the directors and officers of the Company, and the percentage of shareholdings of each, as of 31 March 2019:

Type of Class Name and Address of Owner

Amount and nature of Beneficial ownership Citizenship Percent

of class Direct Indirect

Common

Manuel V. Pangilinan 7/F Ramon Cojuangco Bldg. Makati Avenue, Makati City

7,000,001* 0 Filipino 0.02%

Common

Jose Ma. K. Lim 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati

20,500,001* 0 Filipino 0.06%

Common David J. Nicol 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati

9,250,001* 0 Australian 0.03%

Common

Lydia B. Echauz Far Eastern University N. Reyes St., Sampaloc, Manila

2,030,000* 0 Filipino 0.01%

Common Ray C. Espinosa 5/F Locsin Building, Ayala Avenue Cor Makati Avenue, Makati City 5,000,001* 0 Filipino 0.02%

Common Ramoncito S. Fernandez 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati

5,698,001* 0 Filipino 0.02%

Common Christopher H. Young Unit C, 10th Floor, Branksome Grande, No. 3 Treguner Path, Hong Kong

1 * 0 Filipino 0.00%

Common

Edward S. Go Unit 16-A Pacific Plaza Tower Fort Bonifacio, Bonifacio Global City Taguig, Metro Manila

1,100,000* 0 Filipino 0.00%

Common

Augusto P. Palisoc Jr. 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati

10,000,001* 0 Filipino 0.03%

Common

Artemio V. Panganiban 1203 Acacia, Dasmarinas Village, Makati City

1,000,001* 0 Filipino 0.00%

Common

Rodrigo E. Franco Unit 10D Symphony Tower, 6 Sgt. Esguerra Street, South Triangle, Quezon City

1* 0 Filipino 0.00%

Common Francisco C. Sebastian 454 Ma. Cristina St., Ayala Alabang

100* 0 Filipino 0.00%