Proposed acquisition by Metro Pacific Investments Corporation of interest in Beacon Electric Asset Holdings, Inc.: Discloseable transaction; Proposed acquisition by Philippine Long Distance Telephone Company of additional spectrum: Announcement under part XIVA of the SFO and Rule 13.09(2)(a) of the Listing Rules

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第一太平有限公司

(Incorporated with limited liability under the laws of Bermuda)

Website: http://www.firstpacific.com

(Stock Code: 00142) PROPOSED ACQUISITION BY METRO PACIFIC INVESTMENTS CORPORATION OF INTEREST IN BEACON ELECTRIC ASSET HOLDINGS, INC.: DISCLOSEABLE TRANSACTION PROPOSED ACQUISITION BY PHILIPPINE LONG DISTANCE TELEPHONE COMPANY OF ADDITIONAL SPECTRUM: ANNOUNCEMENT UNDER PART XIVA OF THE SFO AND RULE 13.09(2)(a) OF THE LISTING RULES

ACQUISITION BY MPIC OF INTEREST IN BEACON

Purchase by MPIC of interest in Beacon

The Company is pleased to announce that, on 30 May 2016, MPIC and PCEV entered into the Beacon Acquisition Agreement, pursuant to which MPIC agreed to purchase, and PCEV agreed to sell, the Beacon Acquisition Shares, representing a 25% economic interest in Beacon, for an aggregate purchase price of Php26.2 billion (equivalent to approximately US$563.4 million or HK$4.4 billion).

As at the date of this announcement, prior to completion of the Beacon Acquisition, MPIC and PCEV each own 50% of Beacon. Immediately following completion of the Beacon Acquisition, MPIC will own 75% of the economic interest in Beacon, with PCEV owning the remaining 25% of the economic interest. However, for so long as either (1) PCEV holds not less than 20% of the outstanding capital stock of Beacon or

(2) the purchase price for the acquisition of the Beacon Acquisition Shares has not been paid in full by MPIC, PCEV shall continue to exercise 50% of the voting rights in respect of Beacon. As a result of the continuation of PCEV's right to exercise 50% of the voting rights in respect of Beacon, following completion of the Beacon Acquisition the Group will continue to account for Beacon as an equity-accounted for joint venture. Beacon will not become a subsidiary of the Group as a result of the Beacon Acquisition.

Reasons for and benefits of the Beacon Acquisition

The directors of the Company consider that the Beacon Acquisition will realign the Group's portfolio towards a more appropriate strategic ownership mix, with an increased interest in Beacon and Meralco to be held by the Group's flagship infrastructure company, rather than by PLDT, which is principally engaged in telecommunications and related businesses. The directors are also of the opinion that the Beacon Acquisition will deliver incremental profit and a dividend uplift for MPIC.

Implications under the Listing Rules

The Beacon Acquisition is an acquisition by the Company for the purposes of Chapter 14 of the Listing Rules.

One or more of the applicable percentage ratios (as set forth in Rule 14.07 of the Listing Rules) in respect of the Beacon Acquisition exceeds 5% but all the percentage ratios are less than 25%. Accordingly, the Beacon Acquisition constitutes a discloseable transaction for the Company and is required to be announced under Chapter 14 of the Listing Rules.

PROPOSED PURCHASE OF ADDITIONAL SPECTRUM BY PLDT

Proposed purchase of Spectrum Holding Companies

On 30 May 2016, PLDT announced that PLDT's board of directors has approved the proposed purchase by PLDT and Globe of the entire issued share capitals of each of the Spectrum Holding Companies and the purchase of shareholders loans made to the Spectrum Holding Companies.

The Spectrum Holding Companies hold the Spectrum. The Spectrum comprises a portfolio of spectrum frequencies, including part of the 700MHz band. The transaction would involve a return of certain radio frequencies to the Philippine Government, to allow a third party competitor to enter the market. The Purchasers will enter into separate co-use arrangements with the Spectrum Holding Companies for the remaining spectrum frequencies, on a 50:50 basis.

PLDT and Globe have agreed to purchase the Spectrum Holding Companies and related shareholders loans on a 50:50 basis. Accordingly, PLDT will purchase 50% of the Sale Shares and 50% of the Sale Loans and Globe will purchase the remaining 50% in each case.

The total purchase price for the acquisition of the Sale Shares and the Sale Loans is Php52.8 billion (equivalent to approximately US$1.1 billion or HK$8.9 billion), being Php70 billion (equivalent to approximately US$1.5 billion or HK$11.7 billion) enterprise value, less total third party liabilities of the Spectrum Holding Companies of Php17.2 billion (equivalent to approximately US$369.9 million or HK$2.9 billion) shown in their respective financial statements as of 30 April 2016.

The amount of the purchase price payable by PLDT for its 50% of the Sale Shares and 50% of the Sale Loans is, therefore, Php26.4 billion (equivalent to approximately US$567.7 million or HK$4.4 billion).

The purchase price would be subject to upward or downward post-completion adjustment, following a post-completion due diligence review to be conducted by the Purchasers, if the total third-party liabilities of the Spectrum Holding Companies as of the date of completion of the acquisition of the Sale Shares and the Sale Loans are, respectively, either less than or more than the total third-party liabilities of the Spectrum Holding Companies as of 30 April 2016 to be used for the purpose of calculating the purchase price.

Reasons for and benefits of the proposed purchase of additional Spectrum by PLDT

The directors of the Company consider that the purchase of the Spectrum Holding Companies, and, thereby, the Spectrum, would allow PLDT to gain access to valuable frequencies, including key 700MHz spectrum, which could be expected to result in significant improvements in service quality and to enable PLDT to accelerate its network build out and improve Internet access, coverage and service nationwide.

Announcement under Part XIVA of the SFO and Rule 13.09(2)(a) of the Listing Rules

The announcement of the proposed acquisition of additional Spectrum by PLDT is made pursuant to the Inside Information provisions of Part XIVA of the SFO and Rule 13.09(2)(a) of the Listing Rules. PLDT is an associated company of the Company, and not a subsidiary. Accordingly, Chapter 14 of the Listing Rules does not apply to the proposed purchase of the Spectrum Holding Companies.

ACQUISITION BY MPIC OF INTEREST IN BEACON

Purchase by MPIC of interest in Beacon

The Company is pleased to announce that, on 30 May 2016, MPIC and PCEV entered into the Beacon Acquisition Agreement, pursuant to which MPIC agreed to purchase, and PCEV agreed to sell, the Beacon Acquisition Shares, representing a 25% economic interest in Beacon, for an aggregate purchase price of Php26.2 billion (equivalent to approximately US$563.4 million or HK$4.4 billion).

The Beacon Acquisition Shares comprise approximately 645.8 million common shares (representing 25% of the outstanding common shares of Beacon) and approximately

458.4 million preferred shares of Beacon (representing 25% of the outstanding preferred shares of Beacon). The sale price per share for the common shares is Php31.61 (approximately US$0.68 or HK$5.3). The sale price per share for the preferred shares is Php12.62 (approximately US$0.27 or HK$2.1). The common shares confer rights to receive common dividends and to vote at shareholders' meetings of Beacon. Holders of preferred shares are not entitled to vote at Shareholders' meetings or to receive common dividends, but are entitled to a fixed cumulative dividend of 7% of the original issue price of the preferred shares per annum.

Completion of the Beacon Acquisition is expected to take place on or around 30 May 2016.

Basis of determination of the purchase price

The purchase price for the Beacon Acquisition was determined by reference to the share price of Meralco quoted on the Philippine Stock Exchange, less the net debt and other liabilities of Beacon. Beacon's principal activity is holding shares in Meralco, as described below under the heading "Information in relation to Beacon".

The total purchase price for the Beacon Acquisition is payable by MPIC to PCEV as to an amount of Php17.0 billion (equivalent to approximately US$365.6 million or HK$2.9 billion) on completion of the Beacon Acquisition Agreement and as to the balance of Php9.2 billion (approximately US$197.8 million or HK$1.5 billion) over the period of four years following completion of the Beacon Acquisition Agreement.

Interests of MPIC and PCEV in Beacon before and after the Beacon Acquisition

As at the date of this announcement, prior to completion of the Beacon Acquisition, MPIC and PCEV each own 50% of Beacon.

Immediately following completion of the Beacon Acquisition, MPIC will own 75% of the economic interest in Beacon, with PCEV owning the remaining 25% of the economic interest. However, for so long as either (1) PCEV holds not less than 20% of the outstanding capital stock of Beacon or (2) the purchase price for the acquisition of the Beacon Acquisition Shares has not been paid in full by MPIC, PCEV shall continue to exercise 50% of the voting rights in respect of Beacon.

As a result of the continuation of PCEV's right to exercise 50% of the voting rights in respect of Beacon, following completion of the Beacon Acquisition, the Group will continue to account for Beacon as an equity-accounted for joint venture. Beacon will not become a subsidiary of the Group as a result of the Beacon Acquisition.

Reasons for and benefits of the Beacon Acquisition

The directors of the Company consider that the Beacon Acquisition will realign the Group's portfolio towards a more appropriate strategic ownership mix, with an increased interest in Beacon and Meralco to be held by the Group's flagship infrastructure company, rather than by PLDT, which is principally engaged in telecommunications and related businesses. The directors are also of the opinion that the Beacon Acquisition will deliver incremental profit and a dividend uplift for MPIC.

The directors of the Company consider that the terms of the Beacon Acquisition are fair and reasonable and in the interests of the Company and its shareholders as a whole.

Implications under the Listing Rules

The Beacon Acquisition is an acquisition by the Company for the purposes of Chapter 14 of the Listing Rules.

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