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Shelf Registration in the Philippines Of SAN MIGUEL CORPORATION Shelf Registration in the Philippines of up to 975,571,800 Series “2” Preferred Shares to be offered within a period of three (3) years at an Offer Price of ₱75.00 per Preferred Share to be listed and traded on the Main Board of The Philippine Stock Exchange, Inc. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION. This Prospectus is dated March 9, 2016 SAN MIGUEL CORPORATION 40 San Miguel Avenue Mandaluyong City 1550 Philippines Telephone number (632) 632-3000 http://www.sanmiguel.com.ph This Prospectus relates to the shelf registration and continuous offer by way of sale in the Philippines (the “Offer”) of up to 975,571,800 cumulative, non-voting, non-participating, non-convertible Peso-denominated Series “2” Preferred Shares (the “Offer Shares”) of San Miguel Corporation (“SMC”, the “Company”, the “Parent Company” or the “Issuer”), a corporation duly organized and existing under Philippine law, subject to the registration requirements of the Securities and Exchange Commission of the Philippines (the “SEC”). The Offer Shares will be sold at a subscription price of ₱75.00 per share (the “Offer Price”), or for a total offer size of up to Seventy-Three Billion One Hundred Sixty-Seven Million Eight Hundred Eighty-Five Thousand Pesos (₱73,167,885,000.00). The Offer Shares shall be issued in tranches within a period of three (3) years (the “Shelf Period”), at an offer price of ₱75.00 per share. The Offer Shares will be issued from the (a) treasury shares of the Company and (b) unissued Series “2” Preferred Shares of the Company. The specific terms of the Offer Shares with respect to each issue tranche thereof shall be determined by the Company taking into account prevailing market conditions and shall be provided at the time of the relevant offering. The Offer Shares are being offered for subscription solely in the Philippines. On January 15, 2016, the Board of Directors of the Company (the “Board of Directors”) authorized the sale and offer of up to Eighty Billion Pesos (₱80,000,000,000.00) of Series “2” Preferred Shares, at an offer price of ₱75.00 per share, or 1,066,000,000 Series “2” Preferred Shares, under a shelf registration to be issued within a period of three (3) years from the date of effectivity of the Registration Statement, under such terms and conditions as the management of SMC may deem advantageous to it (the “Enabling Resolutions”). On June 9, 2015, the stockholders of SMC approved the issuance of Series “2” Preferred Shares and delegated to the Board of Directors the authority to determine the terms and conditions of the issuance of the Offer Shares through the approval of the relevant enabling resolutions. Dividends may be declared at the discretion of the Board of Directors and will depend upon the future results of operations and general financial condition and capital requirements of SMC; its ability to receive dividends and other distributions and payments from its subsidiaries; foreign exchange rates, legal, regulatory and contractual restrictions, loan obligations (both at the parent and subsidiary levels) and other factors the Board of Directors may deem relevant. While there is no assurance that SMC will declare dividends on the Offer Shares in the future, SMC has consistently paid quarterly cash dividends to both its common and preferred shareholders, details of which are found on page 154. The date of declaration of cash dividends on the Offer Shares will be subject to the discretion of the Board of Directors to the extent permitted by law. The declaration and payment of dividends (except stock dividends) do not require any further approval from the shareholders of SMC. As and if cash dividends are declared by the Board of Directors, and in accordance with the Enabling Resolutions, cash dividends on the Offer Shares shall be set out in the Offer Supplement, as defined in this Prospectus, in all cases calculated for each share by reference to the Offer Price thereof in respect of each Dividend Period (each, the “Dividend Rate” for the relevant subseries). Subject to limitations on the payment of cash dividends as described in the section on the “Terms of the Offer”, dividends on the Offer Shares will be payable once for every Dividend Period on such date set by the Board of Directors at the time of declaration of such dividends (each a “Dividend Payment Date”), which date shall be any day within the period commencing on (and including) the last date of a Dividend Period and 15 calendar days from the end of the relevant Dividend Period. A “Dividend Period” shall be the period commencing on the relevant Issue Date, as defined in the section on “Terms of the Offer”, and having a duration of three (3) months, and thereafter, each of the successive periods of three (3) months commencing on the last day of the immediately preceding Dividend Period up to, but excluding the first day of, the immediately succeeding Dividend Period; provided that the first Dividend Period of the Offer Shares shall be the period commencing on the relevant Issue Date and ending on the last day of the then current dividend period for the outstanding 2 Preferred Shares. If a Dividend Payment Date occurs after the end of a Dividend Period, there shall be no adjustment as to the amount of dividends to be paid. The dividends on the Offer Shares will be calculated on a 30/360-day basis. If the Dividend Payment Date is not a Banking Day, dividends will be paid on the next succeeding Banking Day, without adjustment as to the amount of dividends to be paid. For the purpose of the first dividend payment of the Offer Shares, the same will be paid on such date as to synchronize with the payment of dividends for the outstanding Preferred Shares. The Board of Directors will not declare and pay cash dividends on any Dividend Payment Date where (a) payment of the cash dividend would cause SMC to breach any of its financial covenants or (b) the profits available to SMC to distribute as cash dividends are not sufficient to enable SMC to pay in full both the cash dividends on the Series “2” Preferred Shares and the dividends on all other classes of the shares of SMC that are scheduled to be paid on or before the same date as the cash dividends on the Series “2” Preferred Shares and that have an equal right to dividends as the Series “2” Preferred Shares. Upon listing of the Offer Shares on The Philippine Stock Exchange, Inc. (“PSE”), SMC may purchase the Offer Shares which are then currently tradeable at any time in the open market or by public tender or by private contract at any price through the PSE without any obligation to purchase or redeem the other outstanding preferred shares of the Company. The use of proceeds for each tranche of the Offer will be set out in the relevant Offer Supplement. No dealer, salesman or any other person has been authorized to give any information or to make any representation not contained in this Prospectus. If given or made, any such information or representation must not be relied upon as having been authorized by the Company or any of the underwriters that may be engaged by the Company for each tranche of the Offer (the “Underwriters”). The distribution of this Prospectus and the offer and sale of the Offer Shares may, in certain jurisdictions, be restricted by law. The Company and the Underwriters require persons into whose possession this Prospectus comes, to inform themselves of the applicable legal requirements under the laws and regulations of the countries of their nationality, residence or domicile, and as to any relevant tax or foreign exchange control laws and regulations affecting them personally. This Prospectus does not constitute an offer of any securities, or any offer to sell, or a solicitation of any offer to buy any securities of the Company in any jurisdiction, to or from any person whom it is unlawful to make such offer in such jurisdiction. Unless otherwise stated, the information contained in this Prospectus has been supplied by the Company. The Company (which has taken all reasonable care to ensure that such is the case) confirms that the information contained in this Prospectus is correct, and that there is no material misstatement or omission of fact which would make any statement in this Prospectus misleading in any material respect. Unless otherwise indicated, all information in the Prospectus is as of the date hereof. Neither the delivery of this Prospectus nor any sale made pursuant to this Prospectus shall, under any circumstances, create any implication that the information contained herein is correct as of any date subsequent to the date hereof or that there has been no change in the affairs of the Company and its subsidiaries since such date. Market data and certain industry forecasts used throughout this Prospectus were obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verified, the Company does not make any representation, undertaking or other assurance as to the accuracy or completeness of such information or that any projections will be achieved, or in relation to any other matter, information, opinion or statements in relation to the Offer.
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