DIVIDEND POLICY

Pursuant to a resolution approved by our Board of Directors on March 14, 2025, as amended on May 14, 2025, we will maintain an annual dividend payout ratio equivalent to the higher of:
(i) 50% of our prior year’s net income after tax (the “Net Income”), or
(ii) 40% of the Net Income plus depreciation and amortization expenses (the “Adjusted Net Income”), capped at 100% of the Net Income,
where both the Net Income and the Adjusted Net Income refer solely to the parent’s Net Income, depreciation and amortization expenses. This is consistent 
 with our historical annual dividend payout ratio in the last three years.

The declaration of dividends and the annual dividend payout ratio are subject to the requirements of applicable laws and regulations and other circumstances which could restrict our ability to pay cash dividends. These circumstances include, but are not limited to, undertaking major projects and developments that require substantial cash expenditures. In addition, the Group is subject to debt covenants in its loan agreements, which may affect its ability to declare or pay dividends under certain circumstances, such as in the event of default or if any such payments would result in an event of default, or if certain financial ratios are not maintained. Future financing agreements may also impose restrictions on our ability to pay dividends. Consequently, our Board of Directors may adjust the dividend payout ratio depending upon the results of operations and future projects and plans and other considerations.

Dividends, if any, shall be declared and paid out of our unrestricted retained earnings which shall be payable in cash, property or stock to all shareholders on the basis of the outstanding stock held by them. Unless otherwise required by law, the Board of Directors has the sole discretion to determine the amount, type and date of payment of the dividends to the shareholders, taking into account various factors, including:
(1) the level of our earnings, cash flow, return on equity and retained earnings;
(2) our results for and financial condition at the end of the year in respect of which the dividend is to be paid and expected financial performance;
(3) the projected levels of capital expenditures and other investment programs;
(4) restrictions on payments of dividends that may be imposed on us by any current or future financing arrangements and current or prospective debt service 
 requirements;
(5) dividend payment obligations under relevant shareholder agreements, if any; and
(6) such other factors as the Board of Directors deems appropriate.

DIVIDEND POLICIES OF SUBSIDIARIES

Our subsidiaries do not have dividend policies. They may declare dividends at the discretion of their respective boards of directors and will depend upon the results of operations and future projects and plans and other considerations.

As of the latest reporting period, our subsidiaries have not declared any dividend for the past three years.

RECORD DATE AND PAYMENT DATE

Pursuant to existing Philippine SEC rules, any declaration of cash dividends must have a record date not less than 10 nor more than 30 days from the date of declaration. For stock dividends, the record date should not be less than 10 nor more than 30 days from the date of the shareholders’ approval. In either case, the set record date is not to be less than 10 trading days from receipt by the PSE of the notice of declaration of dividend. In the event that a stock dividend is declared in connection with an increase in authorized capital stock, the corresponding record date is to be fixed by the Philippine SEC. In case no record date is specified for the cash and stock dividend declaration, then the same shall be deemed fixed at 15 days from such declaration.

In relation to foreign shareholders, dividends payable may not be remitted using foreign exchange sourced from the Philippine banking system unless the investment by such foreign shareholder was first registered with the BSP.

Pursuant to the “Amended Rules Governing Pre-emptive and other Subscription Rights and Declaration of Stock and Cash Dividends” of the Philippine SEC and the PSE disclosure rules, all cash dividends and stock dividends declared by a company shall be remitted to PDTC for immediate distribution to participants not later than 18 trading days after the record date (the “Payment Date”); provided that in the case of stock dividends, the credit of the stock dividend shall be on the Payment Date which in no case shall be later than the stock dividends’ listing date.