September 10, 2020 • the Top 20 Stockholders As of September 10, 2020 Are As Follows

MANILA BROADCASTING COMPANY Definitive Information Statement Checklist of Requirements

# ITEM SEC REMARKS MBC A description of the voting and vote tabulation Complied. Please see page 25 of procedures used in the previous meeting; this report. A description of the opportunity given to stockholders Complied. Please see page 6 of this or members to ask questions and a record of the report. questions asked and answers given; Complied. Please see page 31 - 34 The matters discussed and resolutions reached; of this report. Complied. Please see page 34 of A record of the voting results for each agenda item; this report 1 Disclosure requirements under Section 49 of the RCC Complied. Please see page 25 of A list of the directors or trustees, officers and this report. stockholders or members who attended the meeting; Material information on the current stockholders, and Complied. Please see page 41 - 45 their voting rights; of this report. Appraisals and performance report for the board and Complied. Please see Annex B of the criteria and procedure for assessment; and this report. Directors disclosures on self-dealing and related party Please see page 26 of this report. transactions; Please disclose the physical place of meeting in accordance with Section 15 of MC 06 s. 2020 "Guidelines on the Attendance and Participation of Directors, Trustees, Stockholders, Members, and Special Meetings through Teleconferencing, Video Conferencing and other remote or electronic means of communication", to wit: "Section 15. Place of Meetings COVER SHEET: Date, time and place of the meeting of Complied. Please see page 2 of this 2 of Stockholders or Members. The presiding officer shall security holders report. call and preside the stockholders' or members' meetings, whether regular or special, at the principal office of the corporation as provided in the articles of incorporation, or, if not practicable, in the city or municipality where the principal office is located." Therefore, we suggest that the place of meeting be identified as the principal office. Please disclose the physical place of meeting in accordance with Section 15 of MC 06 s. 2020 "Guidelines on the Attendance and Participation of Directors, Trustees, Stockholders, Members, and Special Meetings through Teleconferencing, Video Conferencing and other remote or electronic means of communication", to wit: "Section 15. Place of Meetings Complied. Please see page 8 of this 3 Date, time, place of meeting of Stockholders or Members. The presiding officer shall report. call and preside the stockholders' or members' meetings, whether regular or special, at the principal office of the corporation as provided in the articles of incorporation, or, if not practicable, in the city or municipality where the principal office is located." Therefore, we suggest that the place of meeting be identified as the principal office. ITEM 2: DISSENTER'S RIGHT OF APPRAISAL Complied. Please see page 8 - 9 of 4 Indicate the statutory procedure required to be followed Please disclose this report. by dissenting security

ITEM 4: VOTING SECURITIES AND PRINCIPAL HOLDERS Furnish information required byPart IV paragraph © of Please disclose the natural person entitled to vote in Complied. Please see page 11 - 12 Annex C, as amended" behalf of the record owner of this report. 5 (1) Security ownership of certain record and beneficial owners of more than 5% (3) Voting Trust Holders of 5% or more Please disclose for the Trust Agreement on the Romulo Complied. Please see page 13 - 14 Mabanta Buenaventura Sayoc & delos Angeles Trust of this report. © Duration of the agreement Mabanta Buenaventura Sayoc & delos Angeles Trust of this report. ITEM 5: DIRECTORS & EXECUTIVE OFFICERS

List the names, ages and citizenship of all directors, Please include the independent directors, George T. Complied. Please see page 15 of 6 including independent directors, executive officers and all persons nominated or chosen to become such where Goduco and Marvel K. Tan this report. required under Section 38 of the Code and SRC Rule 38.1 adopted thereunder, also provide the names of the incorporators in the case of an investment company. ITEM 11. Complied. Please see attached Please submit signed Audit Report. Audit Report 7 signed Audited Financial attached is unsigned. Audited FS Statements for the year 2019. DESCRIPTION OF BUSINESS (2) Percentage of sales or revenues and net income Please see Annex A of this report contributed by foreign sales for each of the last 3 fiscal years.

Please disclose MBC has no new services. (4) Status of publicly-announced new product or service (6) Sources and availability of raw materials and names Not applicable of principal supplier 8 (7) Dependence on one or a few major customers and Please see Annex A of this report identification of such (14) Total number of registrant's employees and the number of employees it anticipate to have within the ensuing twelve (12) months. Indicate the number by Number of employees in words and in figures are not Complied. Please see page 23 of type of employee, whether or not any of them are the same. Please revise accordingly. Annex A subject to Collective Bargaining Agreements and the expiration date of any CBA. DESCRIPTION OF PROPERTY Indicate what properties the registrant intends to 9 acquire in the next twelve (12) months, the cost of such Please disclose if any. Please see page 25 of Annex A acquisitions, the mode of acquisition and the sources of financing it expects to use. MARKET INFORMATION Presentation of the high and low sales prices for each quarter within the last two (2) fiscal years and any Please disclose. subsequent interim period for which financial statements are required by SRC Rule 68

Complied. Please see page 25 - 26 If the information called for by paragraph (A) of this part of Annex A for Market Information is being presented, the document shall also include the Please disclose information of not earlier than 90 days 10 price information as of the latest practicable trading date, and in the case of securities to be issued in from date of meeting or latest practicable trading date. connection with an acquisition, business combination or other reorganization, as of the trading date immediately prior to the public announcement of such transaction HOLDERS

Please disclose information of not earlier than 90 days Complied. Please see page 26 of Approximate number of holders of each class of from date of meeting or latest practicable trading date. Annex A common security as of the latest practicable date but in no event more than 90 days prior to filing of report. Consolidated revenues for 2019 (2019 vs. 2018) and for 2018 (2018 vs. 2017) in the MD&A are different from that in the audited financial statements. Operating Discussion of the registrant's financial condition, expenses for 2017 (2017 vs. 2016) in the MD&A is Complied. Please see Annex A of changes in financial condition and results of operations different from the financial statements. Net income for this report. for each of the last 3 fiscal years 2017 (2017 vs 2016) in the MD&A is different from that in the financial statements. Please make the proper 11 corrections.

Description of any material commitments for capital Please disclose if any. expenditures, general purpose of such commitments, expected sources of funds for such expenditures. Please see page 32 of this report. Any known trends, events or uncertainties (material Please disclose if any. Please see page 4 of Annex A. impact on sales) EXTERNAL AUDIT FEES Please discuss, in connection with the appointment of 12 The audit committee's approval policies and procedures the Independent Public Accountants as recommended Please see page 31 of this report. for the above services by the Company's Audit Committee DISCUSSION ON COMPLIANCE WITH LEADING PRACTICE ON CORPORATE GOVERNANCE Evaluation system established by the company to measure or determine the level of compliance of the Board of Directors and top level management with its Manual of Corporate Governance Measures being undertaken by the company to fully Complied. Please see page 27 - 28 13 comply with the adopted leading practices on good Please disclose. of Annex A corporate governance Any deviation from the Company's Manual of Corporate Governance, including a disclosure of the name and position of the person/s involved and sanction/s imposed on said individual Any plan to improve corporate governance of the company AUDITED FINANCIAL STATEMENTS Statement of Management Responsibility on the Please submit Included in this report. Financial Statements 14 Legal Matter paragraph is unsigned by the Auditor. Legal matter paragraph in the Auditor's Report Included in this report. Please submit signed audit report. Please provide Asset to Equity Ratio, Interest Rate A schedule showing financial soundness indicators Please see page 6 of Annex A Coverage Ratio 61 D ! " #

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SEC Number: 1674 File Number

MANILA BROADCASTING COMPANY (Company’s Full Name)

MBC BLDG., V. SOTTO ST., CCP COMPLEX, PASAY CITY 1307 PHILIPPINES (Company’s Address)

8832-6149 to 50 (Telephone Number)

December 31 (Fiscal Year Ending)

FORM 20 IS (Form Type)

DEFINITIVE INFORMATION STATEMENT (Amendment Designation)

(Period Ended Date)

9 SEPTEMBER 2020 (Date Prepared)

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-IS

INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:

Preliminary Information Statement

X Definitive Information Statement

2. MANILA BROADCASTING COMPANY Name of registrant as specified in its charter

3. METRO MANILA Province, country or other jurisdiction of incorporation or organization

4. SEC Identification Number – 1674

5. BIR Tax Identification Code – 000-479-027-000

6. MBC Bldg., V. Sotto St., CCP Complex, Pasay City, 1307, Philippines Address of principal office Postal Code

7. Registrant’s telephone number, including area code – (02) 8832-6149 to 50

8. Date, time and place of the meeting of security holders Date – 1 October 2020 Time – 3:00 P.M. Place – Zoom Video Conference, DCP Bldg. V. Sotto St., CCP Complex, Pasay City (to mitigate the risk of infection of COVID-19, the 2020 Annual Stockholders’ Meeting will be conducted through remote communication)

9. Approximate date on which the Information Statement is first to be sent or given to security holders – 10 SEPTEMBER 2020

10. In case of Proxy Solicitation: Name of Person Filing the Statement/Solicitor: N/A Address and Telephone No.: N/A

11. Securities registered pursuant to Section 8 and 12 of the Code or Section 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants):

TITLE OF EACH CLASS NUMBER OF SHARES OF COMMON STOCK OUTSTANDING OR AMOUNT OF DEBT OUTSTANDING Common Shares 402,682,990 shares Total Liabilities P940,366,482

12. Are any or all of registrant’s securities listed on a Stock Exchange?

Yes [] No [ ]

If yes, disclose the name of such Stock Exchange and the class of securities listed therein: PHILIPPINE STOCK EXCHANGE – Common Shares

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Please be informed that the Annual Meeting of Stockholders of MANILA BROADCASTING COMPANY will be held through Zoom Video Conference on October 1, 2020 at 3:00 P.M.

AGENDA

1. Call to Order 2. Certification of Notice or Quorum 3. President’s Report 4. Approval of Audited Financial Statements as of December 31, 2019 5. Approval and ratification of the acts of the Board of Directors and Officers of the Company from the date of last Stockholders’ Meeting up to October 1, 2020 6. Election of Directors and Officers for the year 2020 – 2021 7. Appointment of External Auditors 8. Other Matters 9. Adjournment

For the purpose of the meeting, only stockholders of record as of August 31, 2020 are entitled to vote thereat.

Record date Only Stockholders of record as of August 31, 2020 shall be entitled to attend the Meeting.

Registration Stockholders intending to participate by remote communication should register by sending an email to [email protected] on or before September 23, 2020 together with the following requirements:

a. For Individual Stockholders

A scanned copy of the front and back portions of the Stockholder’s government- issued ID showing photo, signature and personal details, preferably with residential address. This must be in JPG format.

Valid government-issued photo IDs include the following: 1. Driver’s License 2. Passport

3. Unified Multi-Purpose ID (UMID) 4. Social Security System ID (SSS) 5. Government Service Insurance System ID (GSIS) 6. Professional Regulatory Commission ID (PRC) 7. Senior Citizen ID 8. Postal ID 9. Voter’s ID

• A valid and active e-mail address • A valid and active contact number • Tax Identification Number (TIN) b. For Corporate Stockholders

• A Secretary’s Certificate attesting to the authority of the representative to participate by remote communication for, and on behalf of the Corporation (in JPG format) • A scanned copy of the front and back portions of the government-issued ID of the Stockholder’s representative showing photo, signature and personal details, preferably with residential address. This must be in JPG format.

Valid government-issued photo IDs include the following: 1. Driver’s License 2. Passport 3. Unified Multi-Purpose ID (UMID) 4. Social Security System ID (SSS) 5. Government Service Insurance System ID (GSIS) 6. Professional Regulatory Commission ID (PRC) 7. Senior Citizen ID 8. Postal ID 9. Voter’s ID

• A valid and active e-mail address of the Stockholder’s representative • A valid and active contact number of the Stockholder’s representative

c. For Stockholders represented by Proxy or authorized person

In addition to the above requirements for the stockholder, the same requirement shall be submitted by the Proxy or authorized person and a scanned copy of the authorization letter signed by the Stockholder to cast the vote for the account (in JPG format).

d. For Stockholders under Broker accounts

• A scanned copy of the broker’s certification, signed by the duly authorized signatories, regarding the Stockholder’s number of shareholdings (in JPG format). A scanned copy of the front and back portions of the government-issued ID of the Stockholder showing photo, signature and personal details, preferably with residential address. This must be in JPG format.

• A valid and active e-mail address • A valid and active contact number

Questions about the meeting and the company You may send your questions regarding the conduct of the Meeting and the Company to [email protected]

Open Forum There will be an Open Forum, to which, the moderator will read and where representatives of the Company shall endeavor to answer the questions and comments received from stockholders as time will allow.

Electronic copies of relevant documents Copies of the Notice of Meeting, Definitive Information Statement and other related documents in connection with the Meeting may be accessed through the company’s website (https://www.manilabroadcasting.com.ph) and on PSE EDGE (https://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=117).

Reminders

Successful registrants will receive an electronic invitation through email with a complete guide on how to join the Meeting and how to cast votes.

Please refrain from sending multiple emails as this can result in failed registration. All documents shall be subject to verification and validation by the Company.

INFORMATION REQUIRED IN INFORMATION STATEMENT

A. GENERAL INFORMATION

Item 1. Date, time and place of meeting of security holders.

a. Date, time and place of the meeting of security holders:

Date – 1 October 2020 Time – 3:00 P.M. Place – Zoom Video Conference, DCP Bldg., V. Sotto St., CCP Complex, Pasay City (to mitigate the risk of infection of COVID-19, the 2020 Annual Stockholders’ Meeting will be conducted through remote communication)

Complete mailing address of the principal office of the registrant:

MANILA BROADCASTING COMPANY MBC Bldg., V. Sotto St., CCP Complex, Pasay City, 1307, Philippines

b. Approximate date on which the Information Statement is first to be sent or given to security holders – 10 September 2020

Item 2. Dissenter’s Right of Appraisal

Any stockholder has the right to dissent and demand payment of the fair value of his share:

1. In case of any amendment to the articles of incorporation which has the effect of changing or restricting the rights of any stockholders or of authorizing preference over the outstanding shares or of extending or shortening the term of corporate existence;

2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all substantially all the corporate property or assets;

3. In case of any merger or consolidation; and

4. In case of investment of corporate funds for any purpose other than the primary purpose of the company.

The appraisal right may be exercised by a stockholder who voted against the proposed corporate action by making a written demand on the corporation for the payment of the fair market value of his shares within thirty (30) days after the date on which the vote was taken. Provided, that failure to make the demand within such period shall be deemed a waiver of the appraisal right. If the proposed corporate action is implemented, the company shall pay the stockholder, upon the surrender of the certificate of certificates of stock representing the stockholder's shares, the fair value thereof as of the day before the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. If, within sixty (60) days from the approval of the corporate action by the stockholders, the withdrawing stockholder and the company cannot agree on the fair value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom shall be named by the stockholder, another by the company, and the third by the two (2) thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by the company within thirty (30) days after such award is made. Provided, that no payment shall be made to any dissenting stockholder unless the company has unrestricted retained earnings in its books to cover such payment. Provided, further, that upon payment by the company of the agreed or awarded price, the stockholder shall forthwith transfer the shares to the company.

From the time of demand for payment of the fair value of a stockholder's shares until either the abandonment of the corporate action involved or the purchase of the said shares by the company, all rights accruing to such shares, including voting and dividend rights, shall be suspended in accordance with the provisions of the Revised Corporation Code, except the right of such stockholder to receive payment of the fair value thereof. Provided, that if the dissenting stockholder is not paid the value of the said shares within thirty (30) days after the award, the voting and dividend rights shall immediately be restored.

No demand for payment may be withdrawn unless the company consents thereto. If, however, such demand for payment is withdrawn with the consent of the company, or if the proposed corporate action is abandoned or rescinded by the company or disapproved by the Commission where such approval is necessary, or if the Commission determines that such stockholder is not entitled to the appraisal right, then the right of the stockholder to be paid the fair value of the shares shall cease, the status as the stockholder shall be restored, and all dividend distributions which would have accrued on the shares shall be paid to the stockholder.

The costs and expenses of appraisal shall be borne by the company, unless the fair value ascertained by the appraisers is approximately the same as the price which the company may have offered to pay the stockholder, in which case they shall be borne by the latter. In the case of an action to recover such fair value, all costs and expenses shall be assessed against the company, unless the refusal of the stockholder to receive payment was unjustified.

Within ten (10) days after demanding payment for shares held, a dissenting stockholder shall submit the certificates of stock representing the shares to the corporation for notation that such shares are dissenting shares. Failure to do so shall, at the option of the company, terminate the rights. If shares represented by the certificates bearing such notation are transferred, and the certificates consequently cancelled, the rights of the transferor as a dissenting stockholder shall cease and the transferee shall have all the rights of a regular stockholder and all dividend distributions which would have accrued on such shares shall be paid to the transferee.

Item 3. Interest of Certain Persons in Matters to be Acted Upon

No person who has been a Director or Officer, nominee for election as a director of the Company or associate of any of the foregoing persons at any time since the beginning of the last fiscal year has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon other than election to office.

There were no Directors or Officers who intends to oppose any action to be taken by the registrant at the meeting.

B. CONTROL AND COMPENSATION INFORMATION

Item 4. Voting Securities and Principal Holders Thereof

a. Each of the 402,682,990 outstanding shares of the Company as of August 31, 2020 is entitled to one (1) vote. The Company does not allow foreign ownership of the Company's shares.

b. A stockholder entitled to vote at the meeting shall have the right to vote in person or by proxy by the number of shares of stock held in his name on the stock books of the Company as of August 31, 2020 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.

c. The setting of the record date has been complied with upon due disclosure with PSE and SEC on May 22, 2020.

Security Ownership of Certain Record and Beneficial Owners

As of August 31, 2020, the Company knows no one who beneficially owns in excess of 5% of the Company's common stock except as set forth in the following table:

Name, Name and Address Address of of Beneficial No. of Title of Record Owner (as Citizenship Shares Percent Class Owner and nominee) and Held Relationship Relationship with with Issuer Record Owner Common Elizalde Eduardo G. Filipino 139,558,774 34.66% Holdings Cordova (Senior Corporation Vice – President), (affiliate MBC Bldg., V. Sotto company), St., CCP Complex, MBC Bldg., V. Pasay City, 1307, Sotto St., CCP Philippines Complex, Pasay City, 1307, Philippines Common Elizalde Land, Eduardo G. Filipino 87,000,000 21.61% Inc. (affiliate Cordova (Senior company), Vice – President), MBC Bldg., V. MBC Bldg., V. Sotto Sotto St., CCP St., CCP Complex, Complex, Pasay City, 1307, Pasay City, Philippines 1307, Philippines Common Romulo Atty. Reynaldo G. Filipino 69,910,993 17.36% Mabanta Geronimo (Trustee Buenaventura / Partner), 30th floor, Sayoc & Citibank Tower, delos Angeles 8741 Paseo de Law Offices Roxas, Makati City, (trust fund for Metro Manila the Elizalde Family), 30th floor, Citibank Tower, 8741 Paseo de Roxas, Makati City, Metro Manila Common Cebu Robert Pua (Vice Filipino 50,000,000 12.42%

Broadcasting President), MBC Company Bldg., V. Sotto St., (affiliate CCP Complex, Pasay company), City, 1307, MBC Bldg., V. Philippines Sotto St., CCP Complex, Pasay City, 1307, Philippines Common AQG Joel F. Ortillo Filipino 33,000,000 8.19% Corporation (President & (Public), 2291 Chairman), 2291 Chino Roces Chino Roces Avenue, Avenue, Makati City Makati City

Security Ownership of Management as of August 31, 2020

Nature of the Title of Name of the No. of Shares Beneficial Citizenship Percent Class Beneficial Owner Held Ownership Common Federico J. Elizalde Direct Filipino 94 0.0000% Common Ruperto S. Nicdao, Direct Filipino 5,530 0.0014% Jr. Common Julio Manuel P. Direct Filipino 36 0.0000% Macuja Common Eduardo G. Direct Filipino 12,779 0.0032% Cordova Common Eduardo G. Indirect Filipino 139,558,774 34.66% Cordova (as nominee) Common Eduardo G. Indirect Filipino 87,000,000 21.61% Cordova (as nominee) Common Juan M. Elizalde Direct Filipino 1,000 0.0002% Common George T. Goduco Direct Filipino 1,000 0.0002% Common Rudolph Steve E. Direct Filipino 10,807 0.0027% Jularbal Common Marvel K. Tan Direct Filipino 36 0.0000% Common Albert M. Songco Direct Filipino 1,000 0.0002% Common Robert Pua Direct Filipino 1,000 0.0002% Common Robert Pua (as Indirect Filipino 50,000,000 12.42% nominee) Common Jonathan E. Decena Direct Filipino 1,000 0.0002% Common Irving A. Lisondra Direct Filipino 1,000 0.0002%

Common Carlea C. Miranda Direct Filipino 1,000 0.0002% Common Jose Ma. T. Parroco Direct Filipino 1,200 0.0003% Common Elpidio M. Macalma Direct Filipino 1,000 0.0002% Total Security Ownership of Directors and Officers 276,597,256 68.67%

There is no arrangement existing that may result in a change of control of the registrant. There is no change in control since the beginning of the last fiscal year.

Voting Trust Holders of 5% or more

The Chairman, Federico J. Elizalde, holds voting trust or similar agreements to more than 5% of the common stock of the corporation and has voting rights and such powers as provided in the Revised Corporation Code. Elizalde Holdings Corporation is owned by various trust funds that have executed voting trusts in favor of the Chairman, Federico J. Elizalde. Of the 139,558,774 shares of Elizalde Holdings Corporation, the 131,408,542 shares were under the voting trust of Mr. Federico J. Elizalde. The voting trust or similar agreements in the trust fund agreement shall last during the lifetime of Federico J. Elizalde as provided for in the agreements. Mr. Federico J. Elizalde holds office at the principal office of the Corporation. Elizalde Land, Inc. and Cebu Broadcasting Company are 100% owned subsidiaries of Elizalde Holdings Corporation. Mr. Eduardo G. Cordova and Mr. Robert Pua are the persons designated to exercise voting power over the shares of Elizalde Holdings Corporation, Elizalde Land, Inc. and Cebu Broadcasting Company respectively in the registrant and holds office at the principal office of the Corporation also.

Atty. Reynaldo G. Geronimo is the designated Trustee of the Romulo Mabanta Buenaventura Sayoc & Delos Angeles Trust Fund that holds voting trust or similar agreements to more than 5% of the common stock and has voting rights and such powers as provided in the Revised Corporation Code. Pursuant to the provisions of a Trust Agreement executed by Mr. Federico J. Elizalde as trustor, designating Romulo Mabanta Buenaventura Sayoc & Delos Angeles as the trustee, the latter have executed a Voting Trust Agreement in favor of the said Mr. Federico J. Elizalde, under the terms of which Mr. Federico J. Elizalde is granted the authority to vote, on all matters requiring the votes of stockholders. The voting trust involves 69,910,993 shares. He holds office at 30th Floor, Citibank Tower, 8741 Paseo de Roxas, Makati City.

Item 5. Directors and Executive Officers

Directors and Executive Officers of the Registrant

A. Officers

NAME AGE CITIZENSHIP POSITION Federico J. Elizalde 80 Filipino Chairman of the Board Ruperto s. Nicdao, Jr. 65 Filipino President Julio Manuel P. Macuja 57 Filipino EVP – Treasurer Eduardo G. Cordova 72 Filipino SVP – CFO Juan Manuel Elizalde 51 Filipino SVP – Operations VP – Legal and Rudolph Steve E. Jularbal 65 Filipino Corporate Secretary VP – Controller and Robert Pua 55 Filipino Compliance Officer Irving A. Lisondra 64 Filipino VP – Creative Services Ellen C. Fullido 54 Filipino VP – HRAS Carlea C. Miranda 60 Filipino VP – Treasury Jonathan E. Decena 55 Filipino VP – Radyo Natin Elpidio M. Macalma 65 Filipino VP – DZRH Wilfredo Espinosa 47 Filipino VP – FM Programming Jose Ma. T. Parroco 65 Filipino AVP – Sales AVP – Central Albert M. Songco 53 Filipino Engineering Johnny Faith Quiling 46 Filipino AVP – FM Operations Audit Committee Marvel K. Tan* 76 Filipino Chairman Corporate Governance George T. Goduco* 55 Filipino Committee Chairman

B. Directors

The following are expected to be nominated as members of the Board of Directors for the ensuing year during the Company's Annual Stockholders' Meeting on October 1, 2020:

NAME AGE CITIZENSHIP TERM Federico J. Elizalde 80 Filipino 1985 up to present Ruperto S. Nicdao, Jr. 65 Filipino 1988 up to present Julio Manuel P. Macuja 57 Filipino 1999 up to present

Eduardo G. Cordova 72 Filipino 1988 up to present Juan Manuel Elizalde 51 Filipino 1994 up to present Rudolph Steve E. Jularbal 65 Filipino 2011 up to present George T. Goduco* 55 Filipino 2003 up to present Marvel K. Tan* 76 Filipino 2016 up to present Robert Pua 55 Filipino 2016 up to present

*Independent Directors

The qualifications of the nominees, as submitted by the shareholders of record, were considered by the Corporate Governance Committee after screening and evaluating, based on the qualifications and disqualifications set forth in the Company's Manual for Corporate Governance, the Securities Regulation Code and its Implementing Rules and the criteria prescribed in SEC Memorandum Circular No. 13, Series of 2004. The term of office of the duly elected directors shall be one (1) year or until their successors have been elected.

The Corporate Governance Committee of the Board of Directors is composed of: Mr. George T. Goduco, Chairman; and Mr. Federico J. Elizalde and Mr. Ruperto S. Nicdao, Jr., members.

Mr. George T. Goduco and Mr. Marvel K. Tan, the only nominees nominated as independent directors, are qualified to sit in the Board of the Company as independent directors. The nominees for independent directors were nominated by Mr. Ruperto S. Nicdao, Jr. and there is no relationship between them.

The Company's independent director will serve for a maximum cumulative term of nine (9) years. The reckoning of the cumulative nine-year term is from 2012.

In compliance with SEC Memorandum Circular No. 5, Series of 2017, the Certifications of Independent Directors are attached hereto as ANNEX C.

The following are the criteria for Independent Directors: a. Not a director or officer or substantial stockholder of the corporation or of its related companies or any of its substantial shareholders (other than as an independent director of any of the foregoing); b. Not a relative of any director, officer or substantial shareholder of the corporation, any of its related companies or any its substantial shareholders. For this purpose, relative included spouse, parent, child, brother, sister and the spouse of such child, brother or sister; c. Not acting as a nominee or representative of a substantial shareholder of the corporation, any of its related companies or any of its substantial shareholders; d. Not been employed in any executive capacity by that public company, any of

its related companies or any of its substantial shareholders within the last three (3) years; e. Not retained as professional adviser by that public company, any of its related companies or any of its substantial shareholders within the last three (3) years, either personally or through his firm; f. Not engaged and does not engage in any transaction with the corporation, or with any of its related companies or with any of its substantial shareholders, whether by himself or with other persons or through firm of which he is a partner or a company of which he is a director or substantial shareholder, other than transactions which are conducted at arm's length and are immaterial or insignificant.

The Company will submit to the Commission its Certificate of Qualification for Independent Directors together with the Information Statements (SEC Form 20-IS) before the election of the independent director as per SEC Memorandum Circular No. 5 series of 2017. The company has also complied with all of the requirements of SRC Rule 38 as amended and SEC Memorandum Circular No. 9, Series of 2011, regarding the procedure for nomination and election of Independent Directors.

Under Section 3 of the Amended By-Laws adopted on May 30, 2004 and re-ratified on June 09, 2010 by the Board of Directors, nominations for the election of directors may be made by any shareholder entitled to vote for the election of directors if that shareholder complies with all of the provisions.

The following are the procedures for nomination and election of Directors: a. The Corporate Governance Committee (the “Committee"), shall receive all letters nomination candidates for election as directors/independent directors from stockholders. b. The Committee shall evaluate and screen nominees for directors vis-à-vis the applicable qualifications and disqualifications as set forth in the Company's Manual on Corporate Governance, By-Laws and other applicable policy, law or regulations while ensuring that said qualifications are in line with the strategic objectives of the Company. c. For nominees for independent directors, the Committee shall determine whether or not the nominees meet the independence criteria set forth in the Company's Manual on Corporate Governance, By-Laws and other applicable policy, law or regulation. d. The Committee shall also consider other relevant factors, such as any conflict of interest and directorships and/or positions in other corporations, which may compromise their capacity to diligently and effectively serve and perform their

duties to the Board, the Company and its stakeholders, when elected.

e. Nominees for independent directors who accept the nomination are requested to submit to the Committee a Certification of Independent Director stating his/her qualification and a list of affiliations and positions that may directly or indirectly give rise to conflict of interest or may contravene applicable regulations.

f. The Committee shall submit to the Board of Directors its recommended list of final nominees.

g. The nominees approved by the Board are recommended for election as directors at the meeting of the stockholders or the Board, as the case may be.

The following Directors/Officers that are expected to be nominated for re-election have held their current positions in their respective companies for more than five (5) years unless otherwise indicated. Below is a summary of the nominees' qualifications:

Federico J. Elizalde has been serving as Director/Chairman of the Company since 1985. He is also currently serving as Chairman/President of Philippine International Corporation (Philcite), Star Parks Corporation (Star City), Elizalde Holdings Corporation and Northern Capiz Agro- Industrial Development Corporation (Norcaic). He has also served as past Chairman/President of Asean Section, Asean- U.S. Business Council, Philippine Chamber of Commerce & Industry, Confederation of Asian Chambers of Commerce & Industry, etc. In 2005, he was appointed as member of the Boracay Eminent Persons Group. He graduated Magna Cum Laude from Harvard University with a degree of Bachelor of Arts Major in Social Relations.

Ruperto S. Nicdao, Jr. is the current President of the Company. He has been serving as Director of the Company since 1988. He is also serving as Director of Philippine International Corporation, Star Parks Corporation, Elizalde Holdings Corporation and Cultural Center of the Philippines. He is the Chairman of KBP and a member of the Financial Executives Institute of the Philippines, Philippine Chamber of Commerce and Industry and the Makati Business Club. He obtained his Master's in Business Administration from Asian Institute of Management and his AB-Honors (Major in Math), Magna Cum Laude, from De La Salle College.

Eduardo G. Cordova has been a Director of the company since 1988 and is currently the SVP- CFO of the Company and Elizalde Holdings Corporation. He is also Chairman/President of our affiliate Philippine Broadcasting Corporation. He is a member of the Philippine Institute of Certified Public Accountants (PICPA). He is a Certified Public Accountant and obtained his Master's in Business Administration, with honors, from University of St. La Salle and his bachelor's degree in business administration from University of the East.

Julio Manuel P. Macuja is EVP-Treasurer of the Company. He is the Chief Information Officer registered with the Philippine Stock Exchange. He is also a Director of Elizalde Holdings Corporation and Star Parks Corporation. He was formerly part of the Treasury Group of the Bank of the Philippine Islands. Prior to this he was Acting Director of the Ateneo Center for Social Policy and Public Affairs and part time faculty member of the Economics Department, Ateneo de Manila University, where he finished his Bachelor of Arts Degree in Economics (Honors) in 1985. He completed his post-graduate studies as a scholar of the British Council at the Victoria University of Manchester in 1989, obtaining a degree of Master of Arts in Economic and Social Studies (Major in Development Studies).

Juan Manuel Elizalde is currently the SVP-Operations and has been connected with the Company since 1994 in various capacities. He is also President of our affiliate Cebu Broadcasting Company. He holds an AB Mass Communication degree from Menlo College, Menlo Park, California, U.S.A.

Marvel K. Tan is one of the nominees nominated as independent director. He is currently the Internal Auditor of the Kapisanan ng mga Brodkaster ng Pilipinas (KBP) and Financial Consultant of Ads Standard Council, Inc. (ASC). He worked with the Elizalde Group of Companies in various capacities from 1974 to 2002. His last position with the Elizalde Group was Vice President- Finance of Manila Broadcasting Company (MBC) and its subsidiaries in 1984-1994; 1996-2002. In 2003-2005, he was the Chief Finance Officer of ABS-CBN Foundation, Inc. (AFI). He is a Certified Public Accountant and obtained his Bachelor in Business Administration (BBA) degree, cum laude, from Silliman University in Dumaguete City, Negros Oriental in 1964; enrolled in the Management Development Program (MDP) of Asian Institute of Management, Makati City, in 1978 and the Corporate Financial Management Program of the University of Michigan administered in Hongkong in 1993.

George T. Goduco has been an independent director of MBC since 2003. At present, he is the President of Healthlab Inc., a full-service diagnostics laboratory and medical examination facility. He was EVP/COO of Star Parks Corporation in 2000-2002. He also served as Vice- President and Treasurer of the FJE Group of Companies in 1997-2000 and its Director for Corporate Planning in 1995 – 1997. He also served as Account Officer in Solidbank and Boston Bank from 1988-1991. He holds an MBA from the University of Bridgeport, Connecticut and a Bachelor of Science in Economics from the University of the Philippines.

Rudolph Steve E. Jularbal is currently the Corporate Secretary. He is also the VP of the Legal and Regulatory Compliance Group and concurrently the Station Manager of the company's AM flagship station, DZRH-Manila. Atty. Jularbal first joined the company in 1986. He resigned in 1999, did a short stint as VP-Legal of Nextel Communications, Phil. from 1999 to 2001 before he went into private practice and was a retained external counsel of the company up to 2011. He was re-engaged on a full-time basis in 2011. Atty. Jularbal obtained his Bachelor's

Degree in Law from the University of the Philippines, Diliman, QC in 1979 and was admitted to the Bar the following year. He also holds degrees in Management and Marketing obtained from Saint Louis University in Baguio City.

Robert Pua is currently the VP-Controller as well as the Compliance Officer. He has been connected with the company since 1990 in various capacities. He is President of our affiliate Pacific Broadcasting System, Inc and a Director of Cebu Broadcasting Company and Philippine Broadcasting Corporation. He is a Certified Public Accountant and a member of the Philippine Institute of Certified Public Accountants. He obtained his Bachelor's Degree in Business Administration, Major in Accounting, from the University of the East, Manila and Master's Degree in Business Administration from the De la Salle University, Manila.

Carlea C. Miranda is currently the Vice-President for Treasury and has been working with the FJE Group of Companies since 1987 in various capacities. She is also a regular Director of our affiliates Cebu Broadcasting Company and Pacific Broadcasting Systems, Inc. She is a Certified Public Accountant and a member of the Philippine Institute of Certified Public Accountants. She obtained her degree in Bachelor of Science in Commerce major in Accounting from the University of San Carlos, Cebu City, Magna Cum Laude.

Irving A. Lisondra is the Vice-President for Creative Service. He served in various capacities in the Company since 1984 as Area Manager for FM Stations then as Assistant Vice-President for Advertising and Promotions before his current Position. He took up BSC-Management from the Divine Word College in Laoag City.

Ellen C. Fullido is the Vice-President for Human Resources of the Company. She joined the Company in 2001. She obtained her Bachelor of Science Degree in M.I.E. from Mapua Institute of Technology. She is also an undergraduate of Master's Degree in Human Resource Management from the University of Santo Tomas. She is a member of the Personnel Management Association of the Philippines.

Elpidio Macalma is the Vice President for our flagship AM station DZRH. He is best known for the morning segment “Espesyal na Balita" – an expose on current activities of certain personalities. He is the Kapisanan ng mga Brodkaster sa Pilipinas (KBP) VP for Radio and a member of the National Press Club. He holds a degree of Bachelor of Laws from the University of the East and is a B.S. Journalism graduate from Lyceum of the Philippines. He joined the Company in 1982.

Jose Ma. T. Parroco is Assistant Vice-President for Sales for the entire network – DZRH, Love Radio, Yes-FM, Radyo Natin, Easy Rock, Aksyon Radyo and RHTV. He joined the Company in 1992. Previously, he was the Assistant Vice-President for Finance of Star Parks Corporation, an affiliated company, operating the amusement/theme park Star City. He has a Masters in Management Degree from the Asian Institute of Management and Bachelor of Arts in Economics from the University of the Philippines. He is also an undergraduate of Bachelor of Science in Electrical Engineering from the University of the Philippines.

Wilfredo Espinosa is the Vice-President for FM Programming for the networks –

Love Radio, Yes-Fm and Easy Rock. He joined the Company in 2000. He is currently the Partner of Yes-FM Dagupan (DWHR).

Albert M. Songco is currently the Assistant Vice-President for Central Engineering since June 2008. He is a graduate of Bachelor of Science in Electronics and Communications Engineering from University of Santo Tomas in 1989.

Johnny Faith Quiling is currently the Assistant Vice-President for FM Operations and has been connected with the Company since 1997. He was previously the Director for FM Operations from 2009 to 2016. He is also the Partner of Love Radio Baguio (DWMB) since 2002, Easy Rock Baguio (DZYS) since 2012, and Aksyon Radyo La Union (DZNL) since July 1, 2017. He took up Bachelor of Science in Nursing from Pine City Doctors Hospital in 1996.

Jonathan E. Decena is currently the Vice-President for Radyo Natin since 2003. He was previously the Vice-President for Sales from 2001 to 2003, Sales Manager for FM Division from 1998 to 2001, and Area Manager for Luzon from 1994to 1998. He was also the Station Manager of Love Radio Zamboanga from 1992 to 1994, Production Supervisor for Love Radio Dagupan from 1989 to 1992, and DJ/Announcer for Love Radio Dagupan from 1988 to 1989. He took up Bachelor of Science in Journalism from University of Pangasinan in 1982.

No director has resigned or declined to stand for re-election to the board of directors since the last Annual Stockholders Meeting dated December 4, 2019 because of a disagreement with the Company on any matter relating to the Company's operations, policies and practices.

Directorship in Other Companies

Directorship in the Company’s Group

Director’s Name Corporate Name of the Type of Directorship Group Company (Executive, Non-Executive, Independent). Indicate if director is also the Chairman. Federico J. Elizalde Elizalde Land, Inc. Executive (Chairman) Star Parks Corporation (Star Executive (Chairman) City) Philippine International Executive (Chairman) Corporation (PIC) Elizalde Holdings Corporation Executive (Chairman) (EHC) Sunshine Inns, Inc. (SII) Executive (Chairman) Ruperto S. Nicdao, Jr. Cebu Broadcasting Executive Company (CBC)

Elizalde Land, Inc. (ELI) Executive Sunshine Inns, Inc. (SII) Executive Philippine International Executive Corporation (PIC) Star Parks Corporation (Star Executive City) Elizalde Holdings Executive Corporation (EHC) Eduardo G. Cordova Elizalde Holdings Executive Corporation (EHC) Philippine Broadcasting Executive (Chairman) Corporation (PBC) Cebu Broadcasting Executive Company (CBC) Pacific Broadcasting System Executive Inc. (PBSI) Elizalde Land, Inc. (ELI) Executive Sunshine Inns, Inc. (SII) Executive Star Parks Corporation (Star Executive City) Philippine International Executive Corporation (PIC) Julio Manuel P. Macuja Pacific Broadcasting System Executive (Chairman) Inc. (PBSI) Elizalde Holdings Executive Corporation (EHC) Philippine Broadcasting Executive Corporation (PBC) Elizalde Land, Inc. (ELI) Executive Star Parks Corporation (Star Executive City) Sunshine Inns, Inc. (SII) Executive Philippine International Executive Corporation (PIC) Juan Manuel Elizalde Cebu Broadcasting Executive (Chairman) Company (CBC) Philippine Broadcasting Executive Corporation (PBC) Sunshine Inns, Inc. (SII) Executive Elizalde Holdings Executive Corporation (EHC) Star Parks Corporation (Star Executive City) Philippine International Executive Corporation (PIC)

Rudolph Steve E. Jularbal Pacific Broadcasting System Executive Inc. (PBSI) Philippine Broadcasting Executive Corporation (PBC) Elizalde Land, Inc. (ELI) Executive Sunshine Inns, Inc. (SII) Executive Elizalde Holdings Executive Corporation (EHC) Star Parks Corporation (Star Executive City) Philippine International Executive Corporation (PIC) Robert Pua Pacific Broadcasting System Executive Inc. (PBSI) Cebu Broadcasting Executive Company (CBC) Philippine Broadcasting Executive Corporation (PBC)

Directorship in Other Listed Companies

Type of Directorship (Executive, Non-Executive, Corporate Name of the Director’s Name Independent). Indicate if Group Company director is also the Chairman. None of the Directors hold a directorship position in other publicly listed companies.

Directorship of Independent Directors in Other Companies

Type of Directorship (Executive, Non-Executive, Corporate Name of the Director’s Name Independent). Indicate if Group Company director is also the Chairman. George T. Goduco Healthlab Inc. Executive

Relationship within the Company and its Group

Name of the Significant Description of the Director’s Name Shareholder Relationship Juan Manuel Elizalde Federico J. Elizalde (Director / Mr. Juan Manuel Elizalde

(Director / SVP Chairman) is the son of Mr. Federico Operations) J. Elizalde. Mr. Julio Manuel P. Julio Manuel P. Macuja Federico J. Elizalde (Director / Macuja is the brother-in- (Director / EVP- Chairman) law of Mr. Federico J. Treasurer) Elizalde

Board Meetings and Attendance

No. of meetings No. of Date of Board Name held for meetings % Election the year attended 2019 Chairman Federico J. Elizalde Dec. 4, 2019 7 6 86% Member Ruperto S. Nicdao, Jr. Dec. 4, 2019 7 7 100% Member Eduardo G. Cordova Dec. 4, 2019 7 7 100% Member Julio Manuel P. Macuja Dec. 4, 2019 7 7 100% Member Juan Manuel Elizalde Dec. 4, 2019 7 7 100% Member Rudolph Steve E. Jularbal Dec. 4, 2019 7 7 100% Member Robert Pua Dec. 4, 2019 7 7 100% Independent Marvel K. Tan Dec. 4, 2019 7 7 100% Independent George T. Goduco Dec. 4, 2019 7 7 100%

DATE MEETING January 4, 2019 Renewal of Marketing Agreement February 19, 2019 Authorized representative to file and/or claim the Tax Clearance with the Bureau of Internal Revenue February 27, 2019 • Loans/Credit Accommodations of Feliz Hotel with Metrobank • Authorized representative to submit pertinent documents with regards to the requirement of the Bids and Awards Committee (BAC), THE Technical Working Group, and the BAC Secretariat for the account of Insurance Commission • Authorized representative to sign the accreditation documents for Rustan Supercenters, Inc. April 11, 2019 Approval of the audited financial statements for the year ended December 31, 2018 April 24, 2019 Authorized representative in dealings with the PTV4 for the purpose of contracting airtime May 29, 2019 • Authorized representative pertaining to the application and processing of connection of services with PLDT and SOCOTECO for DXWK – Love Radio GenSan • Authorized representative to enter into contract of lease of

broadcast studio booth with RD Realty Development Corporation December 4, 2019 Annual Stockholders’ Meeting

Voting Result of the last Annual Stockholders’ Meeting (December 4, 2019)

NAME OF DIRECTOR VOTES RECEIVED Federico J. Elizalde Majority vote Ruperto S. Nicdao, Jr. Majority vote Julio Manuel P. Macuja Majority vote Eduardo G. Cordova Majority vote Juan Manuel Elizalde Majority vote Rudolph Steve E. Jularbal Majority vote Robert Pua Majority vote Marvel K. Tan Majority vote George T. Goduco Majority vote

Voting is by show of hands.

Trainings and Seminar In compliance with SEC Memorandum Circular No. 20, Series of 2013, we inform the Honorable Commission that Manila Broadcasting Company held its corporate governance seminar for its directors and key officers on December 11, 2019 from 1:00 to 5:00 in the afternoon at the Star City Board Room, V. Sotto St., CCP Complex, Pasay City. The seminar was conducted by RISKS, OPPORTUNITIES, ASSESSMENT AND MANAGEMENT (ROAM), INC. The directors and officers who attended the said seminar are as follows:

NAME POSITION Ruperto S. Nicdao, Jr. DIRECTOR / President Eduardo G. Cordova DIRECTOR / SVP-CFO Julio Manuel P. Macuja DIRECTOR / EVP – Treasurer Robert Pua DIRECTOR / VP-Controller and Compliance Officer Rudolph Steve E. Jularbal DIRECTOR / VP-Legal and Corporate Secretary Marvel K. Tan DIRECTOR / Independent Director George T. Goduco DIRECTOR / Independent Director Carlea C. Miranda OFFICER / VP-Treasury Ellen C. Fullido OFFICER / VP-HRAS Elpidio M. Macalma OFFICER / VP-DZRH

Significant Employees There are no significant employees that the registrant expects will contribute to the business of the registrant.

Family Relationships Mr. Juan Manuel Elizalde, SVP-Operation/Director is the son of the Chairman / Director, Mr. Federico J. Elizalde while Mr. Julio Manuel P. Macuja, EVP-Treasurer, is brother-in-law. Other than the foregoing relationships disclosed, there are no other family relationships known to the registrant.

Involvement of Directors and Officers in Certain Legal Proceedings None of the directors and officers was involved during the past five (5) years up to date of this report in any bankruptcy proceeding. Neither have they been convicted by final judgment in any criminal proceeding, or been subject to any order, judgment or decree of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business nor found in action by any court or administrative bodies to have violated any law.

The Company, its subsidiaries and affiliates have no pending material legal proceedings for and against it. Furthermore, it has no violation with the Securities Law.

Certain Relationships and Related Transactions There had been no material transactions for the year 2019, nor is any material transaction presently proposed, to which the Company was or is to be a party in which any director or executive officer of the Company or owner of more than 10% of the Company's voting securities, any relative or spouse of any such director or officer who shares the home of such director or executive officer, is involved. Please refer to Note 14 of the 2019 Audited Parent Financial Statements and Note 16 of the 2019 Audited Consolidated Financial Statements for the disclosure on related party transactions.

In the normal course of business, the Company has transactions with the following related parties:

• Elizalde Holding Corporation (EHC), ultimate parent company • Cebu Broadcasting Company (CBC), an entity under common control • Philippine Broadcasting Corporation (PBC), an entity under common control • Pacific Broadcasting System, Inc. (PBSI), an entity under common control • Feliz Hotel Boracay, Inc. (FHBI), a subsidiary • Other related parties under common control

There are no other ongoing contractual or other commitments as a result of the arrangement.

All directors and officers have no self-dealing transactions with the Company.

Item 6. Compensation of Directors and Executive Officers

Executive Compensation The Board Directors are paid P22,222.00 each representing Per Diem on every Board Meeting they attended. There were no additional amounts paid for committee participation or special assignments.

The aggregate compensation of the executives of the issuer/Registrant is as follows: The aggregate compensation of the executives and directors of the issuer/Registrant is P16,006,981 (estimated) in 2020, P15,940,183 in 2019, P22,065,865 in 2018, and P17,211,169 in 2017. There were no additional amounts paid for committee participation or special assignments.

The key management compensation is as follows:

CEO and Top Four (4) Highly Compensated Directors and Officers:

1. Federico J. Elizalde – Chairman / CEO 2. Elpidio M. Macalma – VP – DZRH 3. Rudolph Steve E. Jularbal – VP – Legal & Corporate Secretary 4. Ruperto S. Nicdao, Jr. – President* 5. Eduardo G. Cordova – SVP – CFO*

Other Officers and Directors:

1. Julio Manuel P. Macuja – EVP – Treasurer* 2. Juan Manuel Elizalde – SVP – Operations* 3. Robert Pua – VP – Controller and Compliance Officer* 4. Irving A. Lisondra – VP – Advertising and Promotions* 5. Carlea C. Miranda – VP – Treasury* 6. Ellen C. Fullido – VP – HRAS* 7. Jonathan E. Decena – VP – Radyo Natin* 8. Wilfredo H. Espinosa – VP – FM Programming* 9. Jose Ma. T. Parroco – AVP – Sales* 10. Johnny Faith M. Quiling – AVP – FM Network Operations* 11. Albert M. Songco – AVP – Central Engineering*

*Note: These officers are receiving compensation from the following affiliated companies of Manila Broadcasting Company: 1. MBC Resources, Inc. 2. MBC Marketing Services, Inc. 3. JME Broadcast Resources, Inc. 4. Star Parks Corporation 5. MBC Radyo Natin

Others – Talent and TOTAL Name Year Salary (Php) Bonus (Php) Director’s (Php) Fee (Php) CEO and Top 2020 (est) 12,993,215 1,082,768 1,399,998 15,475,981 Four (4) 2019 12,993,215 1,082,768 1,285,014 15,360,997 Highly 2018 12,870,378 1,080,639 3,407,050 17,358,067 Compensated 2017 12,056,960 2,103,519 2,517,362 16,677,841 Directors All other 2020 (est) - - 531,000 531,000 officers and 2019 - - 579,186 579,186 directors as a 2018 2,452,354 230,000 2,025,444 4,707,798 group 2017 - - 533,328 533,328 TOTAL 2020 (est) 12,993,215 1,082,768 1,930,998 16,006,981 2019 12,993,215 1,082,768 1,864,200 15,940,183 2018 15,322,732 1,310,639 5,432,494 22,065,865 2017 12,056,960 2,103,519 3,050,690 17,211,169

Remuneration Matters

Remuneration Process

PROCESS CEO / TOP 4 HIGHEST PAID MANAGEMENT OFFICERS 1. Fixed Remuneration The fixed remuneration is established taking into account the level of responsibility and the professional path of the director/officer within the Company. A wage benchmark is established for each function, reflecting its value to the organization. This wage benchmark is defined by analyzing its equivalence and fairness inside the Company and on the market outside. The fixed remuneration is continuously reviewed by the Corporate Governance Committee against comparable positions. 2. Variable remuneration The variable component of the total remuneration package is performance related. It is consisting of short and long-term components. Performance targets and conditions are derived from our strategy and annual business plans. The targets are assigned prior to the relevant year and assessment of realization is conducted after year-end by the Senior Management.

3. Per diem allowance Per diem allowances are fixed rate payments made on a per day basis for attendance at meetings of the Board of Directors. 4. Bonus Members of the Board have the right to participate in a bonus scheme based on the Company's performance for the year. The bonus is paid out annually after adoption of the annual report for the relevant financial year. The bonus pay- out level is defined by a weighted target achievement and is capped at a certain percentage of the fixed salary with the target and maximum pay-out levels set at a certain percentage of the annual base salary respectively. No pay- out will be made if the targets are not met at the defined minimum acceptable performance level. The bonus scheme is based on target achievement of a number of parameters, including financial key performance indicators like EBIT and cash flows as well as may targets approved by the Board of Directors. 5. Others Members of the Board have access to a number of work- related benefits, including car incentive, communication allowance, medical, dental and optical allowances, other work-related newspapers and magazine subscriptions. The extent of individual benefits is negotiated with each individual member of the Board and reflects local market practice.

The Company eliminated the Share Option Plan since no directors have requested to avail of stock options.

Remuneration Policy and Structure for Executive, Non-Executive Directors and Executive Officers

Structure of Remuneration How Compensation is Compensation Policy Calculated Packages Executive Follows Company's Compensation / Compensation is Directors and salary structure and salary package is computed based on Officers benefit package and composed of basic gross monthly income Board-approved monthly pay plus of employees less rate/package number of bonus government months as approved mandated deduction by the Board like SSS, Philhealth, Pag-ibig and withholding taxes Non-Executive Per diem on BOD Directors Meetings

Section 7 of Article III of the Company's Amended By-Laws provides that the members of the Board and the Executive Committee shall be given a per diem for every meeting attended in such amount as may be determined by the Board of Directors but in no case shall remuneration exceed five (5%) of the net income of the Corporation before tax.

Item 7. Independent Public Accountants

The accounting firm of Sycip Gorres Velayo & Company is the company's Independent public accountant. The same firm is being recommended for appointment by the stockholders on the forthcoming Stockholder's Meeting. There has not been any disagreement between the company and said accounting firm with regard to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope of procedure. Representatives from SGV & Co. are expected to attend the scheduled stockholders' meeting with an opportunity to make any statements, if they desire, and shall be available to entertain clarifications from the stockholders relating to the financial statements of the corporation.

In compliance with SEC Memo Circular No. 8, Series of 2003, Christine G. Vallejo is the partner-in- charge commencing 2014. Catherine Lopez has been the partner- in-charge since 2009. Ms. Aileen Saringan has been the partner-in-charge from 2004-2008. Formerly, it was Ms. Cynthia Manlapig of the same accounting firm. This rotation of partner-in-charge is in compliance with the requirements of SRC Rule 68, Paragraph 3 (b) (iv) requiring rotation of external auditors. A two-year cooling off period shall be observed in the re-engagement of the same signing partner or individual auditor.

The appointment of the Independent Public Accountants was recommended by the Audit Committee composed of Mr. Marvel K. Tan as Chairman, Mr. Eduardo G. Cordova and Mr. Julio Manuel P. Macuja as members.

EXTERNAL AUDIT FEES

A. Audit and Audit-Related Fees

The following table sets out the aggregate fees billed for each of the last calendar years for professional services rendered by Sycip Gorres Velayo & Company:

Audit and Audit-Related Fees 2019 2018 2017 Regular Audit P1,010,746 P920,000 P820,000 Review of Proposed Increase in ACS - - - Long Form Audit - - -

Review of Forecast - - - All Other Fees 219,376 - 140,000 Total Audit and Audit-Related Fees 1,230,122 920,000 960,000

B. Tax Fees

There were no tax services performed by the external auditor.

C. All Other Fees

Sycip, Gorres, Velayo & Co. rendered professional services related to PFRS 9 and 15 conversion project in 2019 amounting to P219,376 and a seminar on Corporate Governance for the year 2017 amounting to P140,000.

D. The Audit Committee evaluates the quality of performance of external auditors and the degree of coordination with internal audit.

Item 8. Compensation Plans

No action is to be taken with respect to any plan pursuant to which cash or non- cash compensation may be paid or distributed.

There are no existing plans for employees, officers and directors for stock warrants, options or any special or standard arrangement to said employees, officers and directors whereby the registrant is liable.

C. ISSUANCE AND EXCHANGE OF SECURITIES

Item 9. Financial and Other Information

ACTION WITH RESPECT TO REPORTS:

The matters discussed during the last Annual Stockholders’ Meeting (December 4, 2019):

1. Call to Order

2. Certification of Notice or Quorum

3. President's Report

• Result of Operations

• Financial Highlights

• Renewal of Broadcasting Franchises. President Rodrigo Duterte signed into law in October 2018 the republic act renewing the broadcasting franchise of Manila Broadcasting Company for another 25 years.

• Capital expenditures The Company has earmarked P50 million for capital expenditures sources from cash flows generated by operating activities which will be used to: o Acquire brand new transmitters o Replace or upgrade existing transmitters o Make DZRH News Television available on more cable systems and also on a free-to-air basis in Cebu, Bacolod, and Iloilo o Enhance our ability to broadcast over the Internet Protocol based platforms o Improve capabilities in creating audio and video contents

• Digital Revenues The Company generated P13.5 million in 2018 and P6.7 million in 2017.

• Elizalde Hotels and Resorts, Inc. / Feliz Hotel in Boracay. The reopening of a rehabilitated Boracay Island paved the way for the opening of Feliz Hotel Boracay, an 80-room hotel located at D'Mall of Boracay. Feliz Hotel will certainly benefit from the stricter enforcement of environmental regulations that will ensure long-term viability and sustainability of the island.

• Fire and Rebuilding The corporate offices of MBC were gutted by fire on October 2, 2019. Despite the magnitude of this tragedy, our FM stations, Love Radio, Yes the Best, Easy Rock, and Radyo Natin were all able to go back on air almost immediately within an hour. Meanwhile, DZRH, began rebroadcasting only after two hours.

Back in 2013, MBC built backup studios at the BSA Twin Towers in Ortigas, which is why we were able to immediately resume regular programming.

The next day after the fire, we set up temporary workplaces at Studio 3 of Ballet Manila in Donada and Star Hall beside Star City to house our support and office staff.

Last November 2019, majority of MBC personnel moved to the former Design Center of the Philippines at the CCP Complex, Pasay City including those temporarily housed in Donada and Star Hall.

As we rebuild our workspaces, our core media businesses will continue to provide a healthy revenue stream for your Company.

4. Approval of Audited Financial Statements as of December 31, 2019

RESOLVED, as it is hereby resolved, that the Audited Financial Statements for the period January 1, 2019 and ending December 31, 2019 as prepared by the auditing firm of Sycip, Gorres, Velayo & Co., CPA’s be, as it hereby APPROVED.

5. Approval and ratification of the acts of the Board of Directors and Officers of the Company from the date of the last annual stockholders' meeting up to December 4, 2019.

• Renewal of Marketing Agreement

RESOLVED, that the Company renew the Marketing Contract with its affiliate networks, Cebu Broadcasting Company, Philippine Broadcasting Corporation and Pacific Broadcasting System, Inc. for another period of one (1) year commencing this January 2019.

RESOLVED, that in connection therewith, the President Ruperto S. Nicdao, Jr. be, as he is hereby authorized to negotiate and enter into such terms and conditions that he deems best for the interest of the Company, further giving the President authority to sign the said Marketing Contracts for and in behalf of the Company.

• Authorized representative to file and/or claim the Tax Clearance with the Bureau of Internal Revenue

The Company is authorizing its VP - Controller, ROBERT PUA, to file and/or claim the Tax Clearance with the Bureau of Internal Revenue

• Loans/Credit Accommodations of Feliz Hotel with Metrobank

• Authorized representative to submit pertinent documents with regards to the requirement of the Bids and Awards Committee (BAC), the Technical Working Group, and the BAC Secretariat for the account of Insurance Commission

• Authorized representative to sign the accreditation documents for Rustan Supercenters, Inc.

• Authorized representative in dealings with the PTV4 for the purpose of contracting airtime

The Company is authorizing its AVP – Sales, JOSE MA. T. PARROCO, to transact in behalf of the Company, for the purpose of contracting commercial airtime with PTV4.

• Authorized representative pertaining to the application and processing of connection of services with PLDT and SOCOTECO for DXWK – Love Radio GenSan

• Authorized representative to enter into contract of lease of broadcast studio booth with RD Realty Development Corporation

RESOLVED, AS IT IS HEREBY RESOLVED, that in connection with the Contract of Lease between RD Realty Development Corporation and Manila Broadcasting Company for the use of broadcast studio booth of DXWK-FM in General Santos City, the President, RUPERTO S. NICDAO, JR., be as he is hereby, appointed as the authorized signatory of the said contract of lease.

6. Election of Directors for the Year 2019-2020

Election of the following individuals to the Board of Directors of the Company to serve as such for the year 2019-2020 or until their successors have been elected, to wit:

BOARD OF DIRECTORS Federico J. Elizalde Ruperto S. Nicdao, Jr. Eduardo G. Cordova Julio Manuel P. Macuja Juan Manuel Elizalde Rudolph Steve E. Jularbal Robert Pua Marvel K. Tan George T. Goduco

OFFICERS Federico J. Elizalde Ruperto S. Nicdao, Jr. Eduardo G. Cordova Julio Manuel P. Macuja Juan Manuel Elizalde Rudolph Steve E. Jularbal Robert Pua Marvel K. Tan George T. Goduco Irving A. Lisondra Ellen C. Fullido Carlea C. Miranda Jonathan E. Decena Elpidio M. Macalma Wilfredo Espinosa Jose Ma. T. Parroco Albert M. Songco Johnny Faith Quiling

AUDIT COMMITTEE Marvel K. Tan Julio Manuel P. Macuja Eduardo G. Cordova

CORPORATE GOVERNANCE COMMITTEE George T. Goduco Federico J. Elizalde Ruperto S. Nicdao, Jr.

7. Appointment of External Auditors

The Board of Directors and Audit Committee of Manila Broadcasting Company and stockholders approved the re-appointment of the firm of Sycip Gorres Velayo & Co. as independent external auditors of the Company.

8. Other Matters

9. Adjournment

*Stockholders voted by show of hands **Result - majority vote

Item 10. Modification or Exchange of Securities

No action is to be taken with respect to the modification of any class of securities, or the issuance or authorization for issuance of the Company in exchange for outstanding securities of another class.

Item 11. Financial and Other Information

Description of Business

Manila Broadcasting Company (the Parent Company) was incorporated in the Philippines on September 30, 1947. The Parent Company is primarily engaged in the business of radio broadcasting. The registered office address of the Parent Company is MBC Building, Vicente Sotto Street, CCP Complex, Pasay City. On May 20, 1971, the Philippine Securities and Exchange Commission (SEC) approved the amendment of the Company's Articles of Incorporation to extend its corporate term for another period of 50 years from and after June 11, 1971.

The Parent Company is 72%-owned by Elizalde Holdings Corporation (EHC), a Philippine entity, the immediate and ultimate parent company.

EHRI was incorporated in the Philippines and registered with the SEC on March 18, 2015. EHRI was established primarily to acquire, construct, manage, own, lease, maintain, operate and/or engage in the business of hotels, resorts, private clubs, restaurants, cocktail bars and other allied business necessary or connected therewith and to operate, manage, and/or maintain any and all services and facilities incident or necessary thereto, and/or invest in companies engaged in the said business.

EHRI's wholly-owned subsidiary, FHBI, was incorporated in the Philippines and registered with the SEC on April 23, 2015. FHBI is engaged in the business of hotels, resorts, private clubs, restaurants, cocktail bars and other allied businesses necessary connected therewith.

Representatives of the Company's external auditor, SGV & Co., are expected to be present at the annual meeting, and they will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to

appropriate questions from the shareholders. The Company has had no material disagreement with SGV & Co. on any matter of accounting principle or practices or disclosures in the Company's financial statements.

Company Policies

Conflict of Interest It is a Company's policy that employees acting on the Company's behalf must be free from conflicts of the interest that could adversely influence their judgment, objectivity or loyalty to the Company in conducting Company's business activities and assignments. The Company recognizes that employees may take part in legitimate financial business, charitable and other activities outside their jobs with the Company, but any potential conflict of interest raised by those activities must be disclosed promptly to management.

Employee Welfare Manila Broadcasting Company recognizes all their employees to be the most valuable resource and that the health and welfare of all employees is essential in achieving the Company's mission. The Company is committed to producing caring and supportive working environment which is conducive to the welfare of all employees, and which enables them to develop towards their full potential.

• Equal opportunities We are committed to equal opportunities in all areas of our business, with people gaining promotion on merit. We recruit, train, promote and retain skilled and motivated people irrespective of sex, age, marital status, sexual orientation, race, religion, ethnic or national origin.

• Whistle blowing In line with our commitment to promote a culture of openness and responsibility within our Company we welcome the reporting of genuine and serious grievances, or alleged breaches of Company policy. No employee will suffer as a consequence of notifying such alleged breaches in accordance with the Whistle Blowing Policy.

• Bullying and Harassment In line with our core values we believe that every employee should be treated with the same respect and dignity and we are committed to providing a working environment that is free from bullying and harassment. We will not tolerate bullying or harassment in the workplace either as a management style or between work colleagues and will take disciplinary action against any employee who is proven to have bullied or harassed others.

• Disciplinary Our reputation and success as a business relies on the ability of our employees to assume responsibility and maintain acceptable standards of conduct in the work environment. The aim of the disciplinary process is to be corrective rather than punitive, setting reasonable standards of performance and behavior to ensure consistency and fairness of treatment for all employees. This objective, however, needs to be balanced with our responsibility to protect the safety of all employees and the reputation of the business and serious misconduct or persistent failure to comply with corporate standards is not tolerated.

Staff Training and Development The Company is committed to the support of staff development for all staff. The key purpose is to facilitate personal and professional development enabling individuals and groups to achieve their full potential at work. The Company's operational success is based largely on the contribution, commitment and achievements of individual members of its staff, working individually and in teams or groups. The Company wants to support staff in the performance of their designated roles and to help them to fulfill their potential during the course of their employment. Training and development include any activity, which contributes to the enhancement of their knowledge, skills, competence, and working practices. Staff development is thus a key contributor to the success of individuals an ultimately to the success of the Company as a whole.

Insider Trading The purpose of this policy is to promote compliance with applicable securities laws by Manila Broadcasting Company and its subsidiaries and all directors, officers and employees thereof, in order to preserve the reputation and integrity of the Company as well as that of all persons affiliated with it.

No director, officer or employee of, or consultant or contractor to, the Company, and no member of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of the Company's securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company, and ending at the beginning of the Trading Day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material.

No Insider shall disclose ("tip") Material Nonpublic Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company's securities. Nonpublic information relating to the Company is the property of the Company and the unauthorized

disclosure of such information is forbidden. In the event any officer, director or employee of the Company receives any inquiry from outside the Company, such as a stock analyst, for information (particularly financial results and/or projections) that may be Material Nonpublic Information, the inquiry should be referred to the Company's Corporate Secretary, who is responsible for coordinating and overseeing the release of such information to the investing public, analysts and others in compliance with applicable laws and regulations.

Compliance with Environmental Laws

Driven by its desire to fulfill its commitment in giving back to the environment, the Company launched its fund-raising project that will benefit the Manila Bay, the Manila Bay Clean-Up Run which started in 2011. It's a friendly race that aims to raise funds that will help restore and maintain the beauty of Manila Bay, as well as to promote awareness among Filipinos the benefits of exercise in keeping oneself fit and healthy.

Item 12. Mergers, Consolidations, Acquisitions and Similar Matters

Investment in Subsidiary

Manila Broadcasting Company (MBC) owned a total of 800,000 shares of 1,000,000 issued shares of Elizalde Hotels and Resorts, Inc. (EHRI). The consolidated financial statements include the financial statements of the Parent Company and its subsidiaries.

Control is achieved when the Parent Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Parent Company controls an investee if and only if the Parent Company has:

• Power over an investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); • Exposure, or rights, to variable returns from its involvement with the investee; and; • The ability to use its power over the investee to affect its returns.

When the Parent Company has less than a majority of the voting rights of an investee, the Parent Company considers all relevant facts and circumstances in assessing whether it has power over the investee, including:

• the contractual arrangements with the other vote holders of the investee; • rights arising from other contractual arrangements; and • the Parent Company's voting rights and potential voting rights.

The Parent Company reassesses whether or not it controls an investee if facts and

38 circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Parent Company obtains control over the subsidiary and ceases when the Parent Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Parent Company gains control until the date when the Parent Company ceases to control the subsidiary.

The financial statements of subsidiaries are prepared for the same reporting year as the Parent Company, using consistent accounting policies. All significant intra- group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognized in assets and liabilities, are eliminated in full on consolidation. Unrealized gains and losses are eliminated.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. Any excess or deficit of consideration paid over the carrying amount of the non- controlling interest is recognized directly in equity.

If the Parent Company loses control over a subsidiary, it:

• Derecognizes the assets (including goodwill) and liabilities of the subsidiary • Derecognizes the carrying amount of any non-controlling interest • Derecognizes the cumulative translation differences recorded in equity • Recognizes the fair value of the consideration received • Recognizes the fair value of any investment retained • Recognizes any surplus or deficit in profit or loss • Reclassifies the parent's share of components previously recognized in OCI to profit or loss or retained earnings, as appropriate.

Non-controlling Interests Non-controlling interests is the equity in the subsidiaries not attributable, directly and indirectly, to the Parent Company. These are measured at their proportionate share of the value of net identifiable assets of the subsidiaries. These are presented in the consolidated financial statements within equity, separately from the equity of the owners of the Parent Company. Profit or loss and each component of OCI are attributed to the owners of the Parent Company and to the non-controlling interests. Attribution of total comprehensive income to the non-controlling interests continues even if it results in a deficit balance.

Business Combination Involving Entities under Common Control Business combinations in which all the combining entities within the Group are ultimately controlled by the same party before and after the business combination and that the control is not transitory (“business combinations under common control") are accounted under pooling of interests’ method.

The general requirements of pooling of interests’ method are as follows:

• The assets and liabilities of the combining entities are reflected at their carrying amounts. • No adjustments are made to reflect the fair values, or recognize any new assets or liabilities at the date of the combination. The only adjustments would be to harmonize accounting policies between the combining entities. • No 'new' goodwill is recognized as a result of the combination. • Any difference between the consideration transferred and the net asset acquired is reflected within equity.

The Company applied this method prospectively and thus, the financial information for comparative periods and any financial information prior to the business combination are not restated.

MBC EHRI 2019 2018 2019 2018 Revenue P1,063,433,392 P1,021,657,991 P3,155,152 - Income (loss) from 143,346,947 107,107,781 (5,933,361) (3,829,075) continuing operations Long term No preferred No preferred obligations stock; Long stock; Long and Not Not term term redeemable applicable applicable obligations – obligations – preferred P317 million P350 million stock Book value 3.167 2.778 0.987 0.991 per share Cash dividends Not Not No declaration P0.30 declared per applicable applicable share

Dividends

The Company's retained earnings are not available for declaration as dividends to the extent of the cost of treasury stock and recognized deferred tax assets.

Item 13. Acquisition or Disposition of Property

No action will be presented for shareholders' approval in respect of any acquisition or disposition of property of the Company.

Item 14. Restatement of Accounts

No action will be presented for shareholders' approval which involves the restatement of any the Company's assets, capital or surplus account.

D. OTHER MATTERS

Item 15. Action with Respect to Reports

No action is to be taken with respect to any report of the Company or of its directors, officers or committees or minutes of any meeting of its security holders.

Only those matters undertaken in the normal course of business of the corporation (like opening / closing of bank accounts, authorized signatories, some day-to-day contracts/agreements, renewal of loans, etc.) by the Board of Directors and Officers of the registrant shall be the subjects for ratification by the stockholders. No act of the Board of Directors and Officers that require a special disclosure or requirements shall be ratified under this general ratification act during the meeting.

Item 16. Matters not Required to be Submitted

No action is to be taken with respect to any matter which is not required to be submitted to a vote of security holders.

Item 17. Amendment of Charter, Bylaws or Other Documents

No action is to be taken with respect to any amendment of the registrant's charter, by-laws or other documents.

Item 19. Voting Procedures

The foregoing matters will require the affirmative vote of a majority of the shares in the Company present or represented and entitled to vote at the Annual Meeting. Likewise, directors shall be elected upon the majority vote of the shares present or represented and entitled to vote at the Annual Meeting.

Unless required by law or demanded by the stockholder present in person or represented and entitled to vote thereat, the vote on any question need not be by ballot.

Online Voting. The Annual Stockholders’ Meeting will be conducted through remote communication. Stockholders intending to participate by remote communication should register by sending an email to [email protected] on or before September 23, 2020 together with the required documents. Successful registrants will receive an electronic invitation via email of their log-in credentials for the Zoom Video Conference. Upon accessing the portal, the stockholder may vote or ask questions through the chat features of the application. Voting will be counted based on the number of shares represented during the meeting by each stockholder present and as voted by the stockholder. Should there be no objections to any issue, the votes may be cast and counted as directed by the Chairman of the meeting. The Corporate Secretary is the designated person authorized to count the votes.

Rights of Stockholders

Stockholders' Participation

Measures Adopted Communication Procedure The Board should be transparent and 1. Shareholders are provided fair in the conduct of the annual and through public records, special stockholders' meetings of the communication media, and the corporation. Company's website, the

Stockholders should be encouraged to disclosures, announcements and personally attend subject meeting and reports filed with the SEC, PSE and if not possible, they should be apprised other regulating agencies. ahead of time of their right to appoint a proxy. Subject to the requirements of 2. Shareholders are allowed to the by-laws, the exercise of that right inspect corporate books and shall not be unduly restricted and any records including minutes of doubt about the validity of a proxy should be resolved in the stockholder's Board meetings and stock favor. registries in accordance with the Corporation Code. To promote stockholder's participation in the Annual Stockholders' Meeting, 3. Shareholders, upon request, are the Board should take the appropriate provided with periodic reports steps to remove excessive or which disclose personal and unnecessary costs and other professional information about the administrative impediments to the stockholders' meaningful participation directors, officers and certain other in meetings, whether in person or by matters such as their proxy. shareholdings, dealings with the Company, relationships among

Accurate and timely information directors and key officers, and the should be made available to the aggregate compensation of stockholders to enable them to make a directors and officers. sound judgment on all matters brought to their attention for 4. Stockholders are informed at least consideration or approval. 10 business days before the

Although all stockholders should be scheduled date of the Annual treated equally or without Stockholders' Meeting. The Notice discrimination, the Board should give of Meeting includes the date, time, minority stockholders the right to venue and agenda of the meeting, propose the holding of meetings and the record date of stockholders the items for discussion in the agenda entitled to vote, and the date and that relate directly to the business of the corporation. place of proxy validation.

5. Each share entitles the holder to one vote that may be exercised in person or by proxy at shareholder meetings, including the Annual Stockholders' Meeting. Shareholders have the right to elect, remove and replace directors and vote on certain corporate acts in accordance with the Corporation Code.

6. Voting procedures on matters presented for approval to the stockholders in the Annual Stockholders' Meeting are set out in the Definitive Information Statement, which is sent to all stockholders of record at least 15 days before the date of meeting.

7. The Company has also designated relations officers to handle investor and shareholder queries and requests, and their contact information can easily be accessed through the Company's website.

8. The Company continues to actively maintain its website to provide timely information updates on its governance, operational, and financial performance.

Treatment of Minority Stockholders

Policies Implementation The Company's shareholders, including Implemented according to the policy those in the minority, are given the opportunity to exercise their basic rights with respect to the following: a. Changes and/or amendments to the company's Articles of Incorporation and By-laws; b. Sale, purchase and/or transfer of a significant share of corporate assets, that may result in a change in the character of the Company; c. Authorization for the issuance of additional shares of the Company; d. Opportunity to nominate candidates for membership in the BOD. e. Opportunity to elect individually the members of the BOD. The Notice of AGM, being sent to all shareholders include the profiles of all nominees for seats in the Board of Directors such as age, qualifications and experience, date of first appointment to the Board of the company, and directorships in other publicly listed corporations (or subsidiaries, whether listed or non-listed, within our group of

companies) Non-controlling shareholders are also encouraged to exercise their right to vote and elect the Company's BOD.

f. Approval of the remuneration of all non-executive Directors (members of the Board).

g. Appointment of the external auditor. The Notice of AGM clearly identifies the external auditor seeking appointment and the same were duly appointed by the shareholders.

For the further protection of the rights of the minority shareholders, the following are also provided:

- Pre-emptive right - Right of inspection - Appraisal right - Right to dividend

Policies and Programs for Stakeholders

Policy Activities Customer’s Welfare It is the Company's • Encourage the policy to protect the customers to provide interest of its feedback to be able costumers/clients, to learn what they promote their general really want. welfare and establish • Provide a system that standards of conduct for will suit the business and industry. customers' needs. • Provide an open channel of communication with customers and clients. • Handle customers' complaints promptly

and effectively. Supplier/contractor Supplier / contractor Supplier qualification selection practice selection is based on screening process: overall value for money. While price is important, • Reference checks the Company will always • Financial status consider quality, checks reliability, safety, • Surge capacity good design, timely availability delivery / performance, • Indications of maintenance and after supplier quality sales support before • Ability to arriving at a decision meet specifications which is the most economically advantageous to the Company.

Environmentally friendly The Company's • Comply with all local, value-chain unending goal is to relevant reduce, mitigate or environmental eliminate any harmful legislation. effects on the • Apply best practices environment to manage disposal of wastes. • Actively promote internal recycling programs. • Encourage the efficient use of energy, utilities and natural resources. • Educate and train the Company's employees for awareness of the relevant environmental issues. • Organize several projects that will benefit the environment Community interaction Radio being one of the • Information: key part of media, plays Create awareness in an integral role to play society of what is

46 in the community. The currently happening company is committed around the globe to be the conduits that improve social • Education: interaction, help develop Educate the listeners citizens and promote by creating radio their engagement in programs that are identifying and solving informative, local, national, and educational and will international concerns. broaden the listener's knowledge about certain topic.

• Watch dog and surveillance: Follow- up society to issues like religion, politics and education, crimes and security issues.

• Agenda setting: Presents to society issues yet to become public debates.

• Behavioral change agent: Represent and stand for society values, goals and culture.

• Mobilization of society towards common goal: Can be used as mobilization campaign. Radio can be used to as early warning mechanism and then mobilize society for action during times of disasters.

• Avenue for advertisement: Provide society with knowledge of products in the market.

• Exposure: Connect the needy in society with the people or organizations who wish to help them deal with their problem.

• Psychological support in society: Produce programs where people share problems with counsellors, doctors and get answers or solutions at no cost. Anti-corruption Our Company's long- The Company’s programs and standing commitment to compliance program procedures doing business with encompasses numerous integrity means avoiding reporting, monitoring corruption in any form, and certification controls, including bribery, and as well as a critical complying with the anti- education component corruption laws of every comprising both web- country in which we based and in-person operate. The training. Company's Code of Conduct and Anti- Bribery Policy provide guidance on how to conduct business in a fair, ethical and legal manner Anti-Bribery Policy provide guidance on how to conduct business in a fair, ethical and legal manner. Safeguarding creditors' The Company recognizes Respect creditors' right

rights its obligations to its to information regarding creditors. The company the Company's financial plans to discharge the status said obligation in the proper way in conformity with the terms of the obligation and with the requirements of the law and of the other legal acts, and in the absence of such terms and requirements – in conformity with the customs of the business turnover or with the other habitually presented demands of the Creditors.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTEDNOT TO SEND US A PROXY.

MANILA BROADCASTING COMPANY Annexes to Definitive Information Statement 2020

ANNEX REPORT A Management Report B Selection/appointment, re-election, disqualification, removal, reinstatement and suspension C Postponement of Annual Stockholders' Meeting 2020 D Certifications of Nominee as an Independent Director E Minutes of Annual Stockholders' Meeting 2019 F Interim Financial Statements for the quarter ended June 30, 2020 G Audited Financial Statements for the year 2019

ANNEX A MANAGEMENT REPORT

MANAGEMENT REPORT

1. Changes in and Disagreements with Accountants and Financial Disclosure

There are no changes in and disagreements with Accountants on Accounting and Financial Disclosure.

2. Management’s Discussion and Analysis as of June 30, 2020

Please see attached SEC Form 17-Q Quarterly Report for the Results of Operations and Key Performance Indicators as of June 30, 2019.

2019 vs. 2018

1. Results of Operations

The Company’s total consolidated revenue amounted to P1,097.7 million for the year 2019, an increase of 7.45% from the revenue posted in the previous year mainly due to election campaign advertisement. Cost of services decreased by P38.5 million or 6.05% in 2019. Operating expenses increased by P67.7 million from P244.9 million in 2018 to P312.5 million in 2019. The increase in operating expenses was mainly due to depreciation expenses, talent cost, and interest paid on bank loans.

The Company registered a net income of P94.3 million in 2019, a decrease of P8.4 million or 8.18% from P102.7 million in 2018.

The Company generated foreign sales of 2.26% of total sales for the year 2019, 1.32% in 2018, and 0.63% in 2017.

2. Financial Condition and Changes in Financial Condition

MBC is not having or does not anticipate having, within the next 12 months, any cash flow or liquidity problems; neither is it in default or in breach of any note, loan, lease or other indebtedness or financing arrangement, requiring it to make payments; nor a significant amount of the registrant's trade payables have not been paid within the stated trade terms.

3. Causes of Material Changes from Period to Period (5%)

a. Cash increased by P201.0 million from P61.5 million in 2018 to P262.5 million in 2019 mainly due to payment from affiliates. Please see statement of cash flows of the 2019 audited consolidated financial statements.

b. Receivables – net increased by P95.0 million or 27.36%. The Company normally extends a 60- day credit term to advertising agency and/or advertisers.

c. Due from affiliates represents the interest-free advances made by the Company to its affiliated companies such as Elizalde Holdings Corporation, Cebu Broadcasting Company, Philippine Broadcasting Company and Pacific Broadcasting System, Inc. The balance as of December 31, 2019 decreased by P173.7 million from P313.7 million in 2018 to P140.0 million in 2019.

d. Inventories amounted to P6.7 million in 2019. Please see note 8 of the audited consolidated financial statements.

e. Materials and supplies decreased from P5.2 million in 2018 to P4.6 million in 2019 mainly due to decrease in purchase of critical stock items.

f. Financial assets at fair value through other comprehensive income (FVOCI) increased from P164.5 million in 2018 to P166.3 million in 2019.

g. Prepaid expenses and other current assets increased by P12.1 million or 14.90%. Please see note 9 of audited consolidated financial statements.

h. Property and equipment at cost increased by P201.7 million from P786.7 million in 2018 to P988.4 million in 2019 mainly due to the purchase of office furniture and equipment brought about by the fire incident that happened on October 2, 2019.

i. Property and equipment at revalued amount increased by P10.7 million or 3.72% mainly due to the increase in valuation as per the appraisal conducted by independent appraisal companies.

j. Intangible assets arise from the Company's acquisition of DWRK which became effective on October 4, 2008. The decrease of P11.8 million or 36.36% represents amortization costs during the year.

k. Advances to suppliers decreased from P67.9 million in 2018 to P57.8 million in 2019.

l. Accounts payable and Accrued expenses increased by P82.7 million or 20.59% mainly due to the purchase on credit of office furniture and equipment. Please see Note 15 of 2019 audited consolidated financial statements.

m. Dividends payable decreased by P14.3 million or 63.44% mainly due to the payment of dividends declared in the previous years while no new dividend declaration was made in 2019.

n. Retained earnings increased by P108.4 million mainly due to the net effect of income during the year. Please see statements of changes in equity of 2019 audited consolidated financial statements.

4. Plan of Operation

video streaming over the internet, leasehold improvement of our Head Office and Manila studios and various initiatives on digital platform. This will be funded by cash flows from operating activities.

The pace of change in the business arena today can be challenging especially in the digital/social network arena for this will definitely have an impact on our listenership ratings. To respond to the challenge of staying on the top, the company has started to build the backbone to harness the potential of its digital resources. We have revitalized the websites of our Manila stations Love Radio, Yes-FM, Easy Rock and DZRH. Social networking content provided by our leading DJs include Facebook, Twitter, and Instagram. Our capability to do video content continues to be developed to cater to the digital media requirements of our clients and their advertising agencies. As we move on to a more digital landscape in the Philippines in the near future, partnerships with leading advertising agencies are envisioned. This will ensure that our content as a publisher shall be optimized to its maximum through their advanced digital programmatic buying platforms.

While the technology, the production process, and the medium used to access content evolve, MBC's core competency to create quality content that touches and empowers its listeners and viewers will remain constant.

5. Other Disclosure Matters

a. There are no seasonal aspects that had a material effect on the financial condition or results of operations.

b. There are no unusual items affecting assets, liabilities, equity, net income, or cash flows.

c. There are no changes in estimates of amounts reported in prior interim periods of the current financial year or in estimates of amounts reported in prior financial years.

d. There are no material events subsequent to the end of the accounting period that have not been reflected in the financial statements for the period.

e. There are no changes in the composition of the issuer during the interim period, including business combinations, acquisition or disposal of subsidiaries and long- term investments, restructurings, and discontinuing operations.

f. On April 26, 2020 and May 5, 2020, the Company received a sum of P35.0 million I advance from insurance company.

g. There are no material contingencies and any events or transactions that are material to the understanding of the current interim period.

h. There are no known trends, demands, commitments, events or uncertainties that will have a material impact on the Company's liquidity. 4

i. The COVID-19 pandemic had a material impact on the net sales of the Company for the year 2020.

j. There are no significant elements of income or loss that did not arise from the Company's continuing operations.

k. There are no seasonal aspects that had a material effect on the financial condition or results of operations.

l. There are no known events that will trigger direct or contingent financial obligation that is material to the Company, including any default or acceleration of an obligation.

m. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons created during the reporting period.

n. There are no business of geographical segments for which information is not reported to the Board of Directors (BOD) and chief executive officer.

6. Other Disclosure Requirements Per Annex 68.1 M paragraph 7e of Rule 68.1

a. Marketable Securities The aggregate cost or market value of short-term investments constitutes less than 1% of total assets as of December 31, 2019.

b. The amounts receivable of more than P100,000.00 or one percent of total assets from Directors. Officers, Employees, Related Parties, and Principal Stockholders. (Henry Uri – P443,969; Elisa Baltazar – P144,711)

c. Intangible Assets-Other Assets – Please refer to note 13 of the audited consolidated financial statements.

d. Long-term Debt – Please refer to note 14 of the audited consolidated financial statements.

e. Indebtedness to Related Parties – Please refer to Note 16 of the audited consolidated financial statements.

f. Guarantees of Securities of Other Issuers – Not applicable.

g. Capital Stock – there were no significant changes since the date of the last balance sheet filed.

TITLE OF ISSUE COMMON SHARES Number of shares authorized 1,000,000,000 shares Number of shares issued and outstanding 402,682,990 shares 5

Number of shares reserved for options, warrants, NIL conversion and other rights Number of shares held by related parties 361,469,767 shares Number of shares held by directors, officers and 38,482 shares employees Others 41,174,741 shares

7. Key Financial Indicators

2019 2018 1. Return on Sales (ROS) Net income 94,320,068 102,717,488 Divide by: Sales 1,097,738,417 1,021,657,991 ROS 8.59% 10.05%

2. Earnings per Share (EPS) - Parent Net income 143,346,947 107,107,781 Divide by: No. of Shares Outstanding 402,682,990 402,682,990 EPS 0.356 0.266

3. Current Ratio Current assets 949,168,562 808,717,657 Divide by: Current liabilities 765,021,679 533,174,194 CURRENT RATIO 1.241 1.517

4. Debt-Equity Ratio Total Liabilities 1,201,126,128 978,896,447 Divide by: Total Stockholders' Equity 1,408,794,408 1,301,040,765 DEBT-EQUITY RATIO 0.853 0.752

5. Book Value per Share - Parent Total Stockholders' Equity 1,275,234,418 1,118,453,896 Divide by: No. of Shares Outstanding 402,682,990 402,682,990 BOOK VALUE PER SHARE 3.17 2.78

6. Asset to Equity Ratio Total Assets 2,609,920,536 2,279,937,212 Divide by: Total Stockholders’ Equity 1,408,794,408 1,301,040,765 ASSET TO EQUITY RATIO 1.85 1.75

7. Interest Rate Coverage Ratio - Parent 6

Earnings Before Interest and Taxes 231,139,380 170,241,935 Divide by: Interest Expense 24,037,110 14,615,511 INTEREST RATE COVERAGE RATIO 9.62 11.65

Discussion on Key Performance Indicators

1. Return on sales decreased from 10.05% to 8.59% brought about by the net losses attributable to its investment on Elizalde Hotels and Resorts, Inc. (EHRI). 2. EPS increased from P0.266 to P0.356 per share due to increase in net income. 3. The current ratio decreased to 1.241:1 from 1.517:1 mainly due to the increase in short term loans and accounts payable and accrued expenses. At this current level, the Company is still capable of meeting its maturing obligation on time. 4. The debt-equity ratio increased from 0.752 to 0.853 mainly due to the increase in the company’s liabilities particularly the Company’s accounts payable and bank loans. 5. The book value per share increased to 3.17 from 2.78 mainly due to the increase in net income with the number of outstanding shares remaining constant. The increase in book value per share is a positive indication since this amount exceeds by .39 the par value per share of P1.00. 6. The asset to equity ratio increased to 1.85 in 2019 from 1.75 in 2018 due to increase in the total assets. 7. The interest rate coverage ratio decreased from 11.65 in 2018 to 9.62 in 2019. At this current level, the Company is still capable of meeting its maturing obligations on time.

2018 vs. 2017

1. Results of Operations

The Company's total consolidated revenue amounted to P1,021.7 million for the year 2018, a decrease of 4.19% from the revenue posted in the previous year mainly due to contraction in airtime advertising felt across the broadcasting industry. Cost of services slightly increased by 3.039 million or .48% in 2018. Operating expenses decreased by P23.2 million from P268.1 million in 2017 to P244.9 million in 2018. The decrease in operating expenses was mainly due reversal of doubtful accounts as a result of the adoption of PFRS 9 using forward-looking expected credit loss (ECL) approach.

Interest income decreased by .12 million or 46.96% compared to last year's amount mainly due to decreased average investment balance on money market placement during the year.

The Company registered a consolidated net income of P102.7 million in 2018, a decrease of P24.2 million or 19.05% from P126.9 million in 2017.

2. Financial Condition and Changes in Financial Condition

MBC is not having or does not anticipate having, within the next 12 months, any cash flow or liquidity problems; neither is it in default or in breach of any note, loan, lease 7

or other indebtedness or financing arrangement, requiring it to make payments; nor a significant amount of the registrant's trade payables have not been paid within the stated trade terms.

3. Causes of Material Changes from Period to Period (5%)

a. Cash and cash equivalents decreased by P81.8 million or 57.07% from P143.3 million in 2017 to P61.5 million in 2018 mainly due to additions to property and equipment. Please see statement of cash flows of the 2018 audited financial statements.

b. Accounts Receivable decreased by P16.5 million or 4.54%. The Company normally extends a 60- day credit term to advertising agency and/or advertisers.

c. Due from affiliates represents the interest-free advances made by the Company to Elizalde Holdings Corporation, Cebu Broadcasting Company, Philippine Broadcasting Company and Pacific Broadcasting System, Inc., all of which are affiliated companies (please see note 16 of audited financial statements). The balance as of December 31, 2018 increased by P50.7 million from P263.0 million to P313.7 million.

d. Materials and supplies increased by P1.8 million or 51.84% mainly due to additional purchase of critical stock items.

e. Prepaid expenses and other current assets increased by P38.9 million or 91.2% mainly due to Input VAT arising from the purchase of goods and services of FHBI and EHRI related to the construction of hotel building in Boracay Island.

f. Property and equipment at cost increased by P365.4 million from P421.3 million in 2017 to P786.7 million in 2018 mainly due to the on-going construction of hotel building in Boracay Island.

g. Property and equipment at revalued amount increased by P66.8 million or 30.15% mainly due to the increase in valuation as per the appraisal conducted by independent appraisal companies.

h. Intangible assets arise from the Company's acquisition of DWRK which became effective on October 4, 2008. The decrease of P11.8 million or 14.35% represents amortization costs during the year.

i. Accounts payable and Accrued expenses increased by P38.6 million or 10.65% mainly due to accruals made by the company and higher amount due to suppliers related to construction of hotel in Boracay. Please see Note 14 of 2018 audited financial statements.

j. Contract liabilities increased from P17.7 million in 2017 to P20.8 million in 2018 due to advance payment from clients.

k. Dividends payable increased by P1.5 million or 7.28% mainly due to additional 8

unclaimed dividend checks from the declaration of cash dividends during the period.

l. Accrued rent remained at P2.0 million. Please see Note 24 of 2018 audited financial statements.

m. Deferred income tax liabilities - net increased by P56.3 million or 132.75%. Please see Note 23 of 2018 audited financial statements.

n. Retained earnings decreased by P.65 million mainly due to the net effect of income and the declaration of cash dividends during the year. Please see statements of changes in equity of 2018 audited financial statements.

4. Plan Of Operation

The Company has earmarked P50.0 Million for capital expenditure this year, namely; for the acquisition of brand new transmitters to replace and/or upgrade existing units, RHTV broadcast coverage expansion over various cable and TV channels, audio and video streaming over the internet, leasehold improvement of our Head Office and Manila studios and various initiatives on digital platform. This will be funded by cash flows from operating activities.

5. Other Disclosure matters

a. There are no seasonal aspects that had a material effect on the financial condition or results of operations.

b. There are no usual items affecting assets, liabilities, equity, net income, or cash flows.

c. There are no changes in estimates of amounts reported in prior interim periods of

the current financial year or in estimates of amounts reported in prior financial years.

d. There are no material events subsequent to the end of the accounting period that have not been reflected in the financial statements for the period.

e. On July 27, 2018, Manila Broadcasting Company acquired additional shares of Elizalde Hotels and Resorts, Inc. from 440 million to 640 million. Likewise, on December 28, 2018, another 160 million shares were acquired from EHRI.

f. There are no changes in contingent liabilities or contingent assets since the last annual balance sheet date.

g. There are no material contingencies and any events or transactions that are material to the understanding of the current interim period.

h. There are no known trends, demands, commitments, events or uncertainties that will have a material impact on the Company's liquidity.

i. There are no known trends, events or uncertainties that had or that are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations.

j. There are no significant elements of income or loss that did not arise from the Company's continuing operations;

k. There are no seasonal aspects that had a material effect on the financial condition or results of operations.

l. There are no known events that will trigger direct or contingent financial obligation that is material to the Company, including any default or acceleration of an obligation.

n. There are no business of geographical segments for which information is not reported to the Board of Directors (BOD) and chief executive officer.

o. There were no changes in accounting policies adopted for segment reporting that have a material effect on segment information.

6. Other Disclosure Requirements Per Annex 68.1 M paragraph 7e of Rule 68.1

a. Marketable Securities The aggregate cost or market value of short-term investments constitutes less than 1% of total assets as of December 31, 2018.

c. The amounts due from affiliates of P313.7 million in the related balance sheet exceeds the five percent of total assets. The Elizalde Holdings Corporation outstanding receivable decreased from P89.6 million to P63.2 million. Please see note 16 of the audited FS.

d. Intangible Assets-Other Assets – Please refer to note 13 of the audited FS.

e. Long-term Debt – Please refer to note 15 of the audited FS.

f. Indebtedness to Related Parties Please refer to Note 16 of the audited FS

g. Guarantees of Securities of Other Issuers – Not applicable.

h. Capital Stock – there were no significant changes since the date of the last balance sheet filed.

TITLE OF ISSUE COMMON SHARES Number of shares authorized 1,000,000,000 shares Number of shares issued and outstanding 402,682,990 shares Number of shares reserved for options, warrants, NIL conversion and other rights Number of shares held by related parties 361,469,767 shares Number of shares held by directors, officers and 38,482 shares employees Others 41,174,741 shares

7. Key Financial Indicators

2018 2017 1. Return on Sales (ROS) Net income 102,717,488 126,897,766 Divide by: Sales 1,021,657,991 1,066,386,226 ROS 10.05% 11.90%

2. Earnings per Share (EPS) - Parent Net income 107,107,781 124,399,219 Divide by: No. of Shares Outstanding 402,682,990 402,682,990 EPS 0.266 0.309

3. Current Ratio Current assets 808,717,657 815,609,359 Divide by: Current liabilities 533,174,194 407,823,380 CURRENT RATIO 1.517 2.000

4. Debt-Equity Ratio Total Liabilities 978,896,447 712,561,709 Divide by: Total Stockholders' Equity 1,301,040,765 1,032,563,677 DEBT-EQUITY RATIO 0.752 0.690

5. Book Value per Share - Parent Total Stockholders' Equity 1,118,453,896 935,536,515 Divide by: No. of Shares Outstanding 402,682,990 402,682,990 BOOK VALUE PER SHARE 2.778 2.323

6. Asset to Equity Ratio Total Assets 2,279,937,212 1,745,125,386 Divide by: Total Stockholders’ Equity 1,301,040,765 1,032,563,677 ASSET TO EQUITY RATIO 1.75 1.69

7. Interest Rate Coverage Ratio - Parent Earnings Before Interest and Taxes 170,241,935 186,318,582 Divide by: Interest Expense 14,615,511 3,569,351 INTEREST RATE COVERAGE RATIO 11.65 52.20

Discussion on Key Performance Indicators (2018 & 2017)

1. Return on sales decreased from 11.90% to 10.05% primarily due to decrease in net income as a result of lower sales. 2. The EPS decreased by P0.043 per share due to the decrease in net income for the year with the total number outstanding shares remaining constant. 3. Current ratio decreased from 2.000 to 1.517 mainly due to the increase in accounts payable and accrued expenses' year-end balances related to on-going construction of hotel in Boracay. At this current level, the Company will be capable of meeting its maturing obligations on time. 4. The debt-equity ratio increased to 0.752:1 from 0.690:1 in 2017 mainly due to the increase in the company's liabilities particularly the Company's accounts payable and accrued expenses and bank loans.

5. The book value per share increased to 2.778 from 2.323 mainly due to the increase in equity during the year as a result of the impact of the adoption of PFRS 9 (please see note 9 and 11) with the number of outstanding shares remaining constant. This increase 12

in book value per share is a positive indication since this amount exceeds by .455 the par value per share of P1.00. 6. The asset to equity ratio increased to 1.75 in 2018 from 1.69 in 2017 due to increase in the total assets. 7. The interest rate coverage ratio decreased from 52.20 in 2017 to 11.65 in 2018. At this current level, the Company is still capable of meeting its maturing obligations on time.

2017 vs. 2016

1. Results of Operations

The Company's total consolidated revenue amounted to P1,066.4 million for the year 2017, a decrease of 14.82% from the revenue posted in the previous year mainly due to advertisement spending by political candidates in line with their election campaign in 2016. Cost of services decreased by 115.4 million or 15.42% in 2017. Operating expenses increased by P27.9 million from P301.0 million in 2016 to P328.8 million in 2017 mainly due to corresponding reduction in service fees incurred as a result of lower revenues.

Interest income increased by 15.4% compared to last year's amount mainly due to increased average cash in bank balance during the year. The processing income which represents common expenses shared and billed by the Company to Affiliated Companies increased by 21.24% or P10.6 million mainly due to increased volume of transactions coursed through the Company in behalf of its affiliates.

The Company registered a consolidated net income of P126.9 million in 2017, a decrease of P59.7 million or 40% from P186.6 million in 2016 mainly due to aforementioned reasons.

Elizalde Hotels and Resorts, Inc. (EHRI) and Feliz Hotel Boracay, Inc. (FHBI) are on their pre- operating stage and there have not started their commercial operations as of December 31, 2017, EHRI and FHBI have incurred net losses of P1.79 million and P5.65 million respectively in 2017.

2. Financial Condition and Changes in Financial Condition

3. Causes of Material Changes from Period to Period (5%)

a. Cash and cash equivalents decreased by P73.9 million or 34.02% from P217.2 million in 2016 to P143.3 million in 2017 mainly due to capital expenditures and settlement of maturing obligations. Please see statement of cash flows of the 2017 audited financial statements. b. Accounts Receivable increased by P73.9 million or 25.52%. The Company normally 13

extends a 60-day credit term to advertising agency and/or advertisers. c. Due from affiliates represents the interest-free advances made by the Company to Elizalde Holdings Corporation, Cebu Broadcasting Company, Philippine Broadcasting Company and Pacific Broadcasting System, Inc., all of which are affiliated companies (please see note 16, 24 and 26 of audited financial statements). The balance as of December 31, 2017 increased by P170 million from P93 million to P263 million. d. Materials and supplies increased by P107,855 or 3.22%. e. Prepaid expenses increased by P138.8 million or 1,011.8% mainly due to advances to suppliers in connection with the construction of hotel in Boracay. f. Property and equipment at cost increased by P323 million from P98 million mainly due to the on-going expenditures of the Company such as purchase and construction of new FM transmitters, head office extension and improvements and construction of the hotel property in Boracay. g. Property and equipment at revalued amount increased by P5 million or 2.35% mainly due to the increase in valuation as per the appraisal conducted by independent appraisal companies. h. Intangible assets arise from the Company's acquisition of DWRK which became effective on October 4, 2008. The decrease of P11.8 million or 17.39% represents amortization costs during the year. i. Accounts payable and Accrued expenses increased by P117 million or 39.67% mainly due to increase in trade payables to suppliers and service providers in connection with the construction of hotel in Boracay. Please see Note 11 of 2017 audited financial statements. j. Dividends payable increased by P6.9 million or 48.57% mainly due to additional unclaimed dividend checks from the declaration of cash dividends during the period. k. Accrued Retirement decreased by P7.9 million or 62.05% mainly due to increased contribution payment to retirement fund and increase in fair value of plan assets. Please see Note 21 of 2017 audited financial statements l. Accrued rent increased by P1.6 million from P384,998 to P2 million mainly due to the effect of bifurcation of economic benefits derived from long-term real estate and transponder leases. Please see Note 23 of 2017 audited financial statements.

4. Plan Of Operation

clients and their advertising agencies. As we move on to a more digital landscape in the Philippines in the near future, partnerships with leading advertising agencies are envisioned. This will ensure that our content as a publisher shall be optimized to its maximum through their advanced digital programmatic buying platforms.

5. Other Disclosure matters

a. There are no seasonal aspects that had a material effect on the financial condition or results of operations. b. There are no unusual items affecting assets, liabilities, equity, net income, or cash flows. c. There are no changes in estimates of amounts reported in prior interim periods of the current financial year or in estimates of amounts reported in prior financial years. d. There are no material events subsequent to the end of the accounting period that have not been reflected in the financial statements for the period. e. On December 29, 2017, Manila Broadcasting Company acquired additional shares of Elizalde Hotels and Resorts, Inc. from 44.44% to 80%. f. There are no changes in contingent liabilities or contingent assets since the last annual balance sheet date. g. There are no material contingencies and any eventsor transactions that are material to the understanding of the current interim period. h. There are no known trends, demands, commitments, events or uncertainties that will have a material impact on the Company's liquidity. i. There are no known trends, events or uncertainties that had or that are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. j. There are no significant elements of income or loss that did not arise from the Company's continuing operations; k. There are no seasonal aspects that had a material effect on the financial condition or results of operations. l. There are no known events that will trigger direct or contingent financial obligation that is material to the Company, including any default or acceleration of an obligation. m. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons created during the reporting period. n. There are no business of geographical segments for which information is not reported to the Board of Directors (BOD) and chief executive officer. o. There were no changes in accounting policies adopted for segment reporting that have a material effect on segment information. p. There are no foreign sales or revenue. q. Distribution methods of services is through radio programming. r. The Company does not need any approval of its services from the government. s. There are no expenses related to Research and Development activities.

6. Other Disclosure Requirements Per Annex 68.1 M paragraph 7e of Rule 68.1

a. Marketable Securities The aggregate cost or market value of short-term investments constitutes less than 1% of total assets as of December 31, 2017.

b. The amounts receivable of more than P100,000.00 or one percent of total assets from Directors. Officers, Employees, Related Parties, and Principal Stockholders. (Jose M. Taruc Jr. – P179,630, Henry Uri – P147,957, Elisa Baltazar – P230,642 and Maria Sael Nazario – P132,266) c. The available-for-sale financial assets of P42,419,455 in the related balance sheet does not exceeds five percent of total assets and have no material changes in the information required to be filed from that last previously reported. d. The amounts due from affiliates of P263,019,633 in the related balance sheet exceeds the five percent of total assets. Please see note 16 of the audited FS. e. Intangible Assets-Other Assets – Please refer to note 13 of the audited FS. f. Long-term Debt – Please refer to note 15 of the audited FS. g. Indebtedness to Related Parties Please refer to Note 16 of the audited FS h. Guarantees of Securities of Other Issuers – Not applicable. i. Capital Stock – there were no significant changes since the date of the last balance sheet filed

7. Key Financial Indicators

2017 2016 1. Return on Sales (ROS) Net income 126,897,766 186,604,989 Divide by: Sales 1,066,386,226 1,251,954,721 ROS 11.90% 14.91%

2. Earnings per Share (EPS) - Parent Net income 124,399,219 186,604,989 Divide by: No. of Shares Outstanding 402,682,990 402,682,990 EPS 0.309 0.463

3. Current Ratio 16

Current assets 815,609,359 614,688,175 Divide by: Current liabilities 407,823,380 335,967,314 CURRENT RATIO 2.000 1.830

4. Debt-Equity Ratio Total Liabilities 712,561,709 391,452,004 Divide by: Total Stockholders' Equity 1,032,563,677 924,168,517 DEBT-EQUITY RATIO 0.690 0.423

5. Book Value per Share - Parent Total Stockholders' Equity 935,536,515 924,168,517 Divide by: No. of Shares Outstanding 402,682,990 402,682,990 BOOK VALUE PER SHARE 2.323 2.295

6. Asset to Equity Ratio Total Assets 1,745,125,386 1,315,620,521 Divide by: Total Stockholders’ Equity 1,032,563,677 924,168,517 ASSET TO EQUITY RATIO 1.69 1.42

7. Interest Rate Coverage Ratio - Parent Earnings Before Interest and Taxes 186,318,582 - Divide by: Interest Expense 3,569,351 - INTEREST RATE COVERAGE RATIO 52.20 -

Discussion on Key Performance Indicators (2017 & 2016)

1. Return on sales decreased from 14.91% to 11.90% primarily due to decrease in revenues and net losses incurred by subsidiaries which are not yet operational as of date of review. 2. The EPS decreased by P0.154 per share due to the decrease in net income for the year with the total number outstanding shares remaining constant. 3. Current ratio increased from 1.830 to 2.000 mainly due to the increase in accounts receivable from clients and from affiliates year-end balances. At this current level, the Company will be capable of meeting its maturing obligation on time. 4. The debt-equity ratio increased to 0.690:1 from 0.423:1 in 2016 mainly due to the increase in the company's liabilities particularly the Company's accounts payable and accrued expenses and Loans payable. 5. The book value per share basically remained constant at 2.323 when compared to 2.295 in 2016. The present book value per share is a positive indication since this amount exceeds by 1.028 the par value per share of P1.00 6. The asset to equity ratio increased to 1.69 in 2017 from 1.42 in 2016 due to increase in the total assets. 7. The interest rate coverage ratio for the year 2017 is 52.20 At this current level, the Company is capable of meeting its maturing obligations on time.

3. External Audit Fees

The Company's external auditor is Sycip, Gorres, Velayo, & Company. In compliance with SEC Memorandum Circular No. 8 series of 2003, changes were made in the assignment of Engagement Partners within the group at least every seven (7) years.

A. Audit Related Fees

The following table sets out the aggregate fees billed for each of the last calendar years for professional services rendered by Sycip, Gorres, Velayo & Co., CPA's:

Audit and Audit-Related Fees 2019 2018 2017 Regular Audit 1,010,746 920,000 820,000 Review of Proposed Increase in ACS - - - Long Form Audit - - - Review of Forecast - - - All Other Fees 219,376 - 140,000 Total Audit and Audit Related Fees 1,230,122 920,000 960,000

B. Tax Fees

There were no tax services performed by the external auditor.

C. All Other Fees

D. The Audit Committee evaluates the quality of performance of external auditors and the degree of coordination with internal audit.

4. Business and General Information

A. BUSINESS

1. Business Development

Given the archipelagic nature of the Philippine Islands, radio continues to be an indispensable medium for information, entertainment and advertising; why not when it has the affordability, portability and mobility which other media do not have. To begin with, almost all Philippine households own at least one radio set. Radios are easily transferred from one section of the house to another. It travels with its listeners be they in their private cars or in jeepneys, taxis and FX.

A few years back, however, the new millennium ushered in an un-chartered era for the media industry, and Manila Broadcasting Company (MBC or the Company), has taken bold moves to address the changing needs of the changing times.

Today, MBC has gone beyond its usual role as a medium and has a message itself in terms of the following:

a. Events

MBC has expanded its operations to embrace both broadcasting and organizing special events. Our current business model provides advertisers with a combination of benefits – the traditional appeal of our AM and FM networks plus the high-impact exposure generated by special events.

Aliwan Fiesta

One of the most successful events, Aliwan Fiesta has celebrated its 17th year anniversary last April, 2019 It started in 2003 when MBC, in collaboration with Star City and Aliw Theater, ventured to bring together in Manila the award- winning performers and performances from the most popular festivals all over the Philippines. As daunting as this task may have seemed at first, “Aliwan Fiesta" turned out to be a sterling success, drawing tens of thousands to the streets, making it the Philippines' grandest fiesta.

Paskong Pinoy

Paskong Pinoy started in 2007 highlighted by Himig ng Pasko Children's Choir competition and Ilaw ng Pasko, a parol making competition. The event's instant success led to a bigger Paskong Pinoy in 2008 adding an open category to Himig ng Pasko for academic institutions, churches, special interest groups, as well as companies or agencies in the public and private sectors. In 2012, MBC has again expanded its scope by turning the event into a nationwide competition which was participated by the best choral conductors and arrangers in the country.

Manila Bay Clean-up Run

Driven by its desire to fulfill its commitment in giving back to the environment, MBC launched its fund-raising project that will benefit the Manila Bay, the Manila Bay Clean-up Run which started in 2011. It's a friendly race that aims to raise funds that will help restore and maintain the beauty of the Manila Bay, as well as to promote awareness among Filipinos the benefits of exercise in keeping oneself fit and healthy.

During these recent years, MBC has also gone into producing and sponsoring concerts featuring top local artists. On special occasions, the Company's FM stations would mount movie premiers while giving away tickets to loyal listeners. The company also has tie ups with movie and recording outfits for 19

promo tours, live performances and fans' days in malls. This way, MBC can reach its customers in several ways; on air when our customers listen to radio stations, on the streets where there are streamers and posters of the events, and in the newspapers and TV, when media cover these events.

b. Branding

For Love Radio, it is “Kailangan pa bang immemorize 'yan?", for Yes-FM, it is “Yes the best..' the Millennial's choice", for Easy Rock, it is “Just the Rite Rock" and for DZRH, it is “RH Aksyon Radyo”.

Indeed, these taglines invoke a personality, a character that forms a personal and emotional bond with listeners, so much so that loyalty is formed and is very hard to break.

c. Creative Content

A far cry from the traditional produced ads, there is much now such a thing as “creative content". This is when advertising messages are now casually embedded in announcers' and DJs' adlibs and in soap opera scripts. This renders the message more credible, more fun to listen to, and in so many ways than one, more effective.

d. Promotions

Radio promos may be held as old as time but they are given new twists nowadays. Most are tailor-made according to the specifications and needs of a particular advertiser. These promos give advertisers both traditional reach of AM and FM stations; and the high-impact exposure generated by special events and promotions.

e. Improved Research

Major agencies and advertisers now are provided with the latest and most reliable data to help them buy into radio. The Kapisanan ng mga Broadkaster ng Pilipinas (KBP), of which MBC is an active member, bridges the information gap between advertisers and radio with the Market Readers and AC Nielsen studies.

With the Association of Accredited Advertising Agencies (4A's) and Philippine Association of National Advertisers (PANA), KBP has also reactivated the Radio Research Council (RRC) as the official radio research arm. With this, the radio industry can now be measured with a single, uniform yardstick.

f. Globalization

Through the internet radio streaming, Filipinos all over the world are now able to listen to MBC's radio stations real time, thus adding additional venue for products and services that need to reach Filipinos and their families worldwide. It is a case of a world that has gone smaller, and we have radio largely to thank for.

Looking back and moving forward, none of these ventures would be a success without the invaluable support of our partners, our advertisers. Much in the same way that the Company's business model is evolving, time-tested relationships with advertisers are also changing… growing stronger and transcending the conventional boundaries of radio.

g. Acquisition of Station DWRK (now Easy Rock)

Manila Broadcasting Company marked another milestone in the history of Philippine radio through its acquisition of DWRK in October 2008 under a Memorandum of Agreement with ACWS-United Broadcasting Network Inc. and Exodus Broadcasting Company.

Currently the top-rating niche station in Metro Manila, DWRK's entry into the MBC family— already the home of the two highest-rating stations on the FM band—is viewed as an even bigger boost to the network's over-all audience share, with aggregate advertising revenues set to propel to even higher levels. Armed with the same business foresight that has seen it through seven decades as a media conglomerate to reckon with, MBC now sets out to carve its niche among youthful A-B listeners who favor light rock music. DWRK, now popularly known as Easy Rock, presents the cream of adult contemporary music from the 70s, 80s, 90s, 2000s and 2010s.

h. RHTV

As part of MBC's integrated media approach, seeing how radio has gone multiplatform in efforts to respond to the Filipino diaspora phenomenon, and thereby expanding both listenership and viewership, the longest running AM radio station in the country is now on television.

DZRH, the flagship station of MBC and considered the standard-bearer of broadcasting excellence in the Philippines, started its 24-hour broadcast on October 1, 2008 over Dream (Channel 10) and Cable link (Channel 9). At present, through the agreement signed with various members of the Federation of International Cable TV Association of the Philippines operating throughout the country, RHTV is now accessible to a nationwide audience via over 500 local cable systems nationwide and at Cignal TV (Channel 18), Cable Link Metro Manila (Channel 3), G Sat (Channel 31), SatLite (Channel 140), and Sky Cable Metro Manila (Channel 129).

i. Partnered with Spotify

The Company has partnered with Spotify, the world's most popular music streaming service in July 2016. MBC's radio stations and radio DJs can now connect with music lovers in a more meaningful way by leveraging on Spotify's depth of insights on local and global listening habits and trends. MBC's radio stations will now be able to introduce new music playlists, charts and superior programming content that would resonate better amongst listeners.

2. Business of Issuer

MBC is engaged in the radio broadcasting business. Its banner station is DZRH, the only nationwide, via satellite, AM station in the country. Love Radio, YES FM and Easy Rock are the three top-rated FM networks being operated by the Company. These stations utilize an adult contemporary music format, which combines new chart-topping hits with familiar songs that are acknowledged as timeless favorites in order to attract listeners from virtually every age group and economic background. Aksyon Radyo is MBC's network composed of provincial AM stations. The company also operates Radyo Natin, the largest network of community radio stations in the country with over 100 small FM stations throughout the archipelago.

MBC engages the services of various local and foreign suppliers in the maintenance and upgrade of its existing stations and for its new stations. Its regular suppliers include 8BTSI Corporation, Energy Onix Broadcast Equipment, Broadcast World Phils. System, Inc., Broadcast Electronics, Inc., Binariang Satellite of Malaysia, Shanghai Teng Da Broadcasting Equipment Co., Ltd., Array Solution, B & H Foto Electronics & Spin Electronics.

MBC is the largest radio network in the country. Its principal competitors include Bombo Radyo, Radio Mindanao Network, GMA, NBC, the Vera Group and ABS-CBN. MBC and its competitors are all engaged in the sale of radio airtime for advertising.

MBC boasts of top-rated stations in almost all areas of the country because of its good program format, talented broadcasters and state-of-the-art equipment. It has a regular team of sales executives handling direct placements from advertisers and/or coordinates with advertising agencies with regard to their advertisement placements for their respective clients.

In view of its leadership in size, MBC is capable of offering to clients an effective advertising package at a lower cost. Big networks such as MBC can be expected to bring in more advertising revenues, because it can market its stations more effectively. By packaging the stations, MBC can lump stations with low listenership level in some areas with stations of high listenership in other areas.

The Company now has seven (7) programming formats, namely DZRH, Aksyon Radyo, Love Radio, Yes-FM, Easy Rock, Radyo Natin, RHTV and New Media, which represent about 12%, 7%, 50%, 13%, 12%, 4%, 1% and 1%, respectively, of the total broadcasting fees in 2019. The Company operates nationwide with one AM and three FM stations in Metro Manila and 10 Aksyon Radyo, 26 Love Radio, 11 Yes-FM, 7 Easy Rock, 18 DZRH Relay Station and over 100 Radyo Natin stations in the provinces.

a. Transactions with and/or dependence on related parties

Please refer to Note 16 of the 2019 audited consolidated financial statements.

b. Patents, trademarks, licenses, franchises, concessions, royalty

MBC is a grantee of a congressional franchise to operate and own radio and TV stations in the country for a period of 25 years that was granted anew in 2018. For its operations, MBC is required to secure from the National Telecommunications Commission (NTC) appropriate permits and licenses for its stations and any frequency in the TV or radio spectrum.

c. Effect of existing or probable governmental regulations on the business

There are no new or probable governmental regulations that might have a material adverse effect on the business.

d. Estimate of the amounts spent for research and development activities (3 yrs.)

The Company is not engaged in research and development-intensive business.

e. Costs and effect of compliance with environmental laws

Whenever required, the Company applies for and secures proper permits, clearances or exemptions from the Department of Environment and Natural Resources, Department of Health, Air Transportation Office, and other regulatory agencies, for the installation and operation of proposed broadcast stations nationwide.

f. Number of Employees and CBA, if any

The Company has one hundred twelve (112) employees as of December 31, 2019 and anticipates no material change within the ensuing twelve months. Ninety eight (98) employees are under the operations department of the Company while the remaining fourteen (14) are doing administrative functions. The Company has no Collective Bargaining Agreement (CBA) with its employees. The Company's employees are not on strike, nor have been in the past three years, nor threatening

to go on strike. MBC has or will have no material supplemental benefits or incentive arrangements for its employees.

g. Other Matters

There were no known major risks involved in each of the business of the Company.

B. PROPERTIES

Broadcast operations in Manila are principally conducted in the CCP Complex located at Roxas Boulevard, Pasay City. This also houses the transmitter tower and other broadcast facilities and equipment of the Company.

The various stations of MBC are located in the key cities/towns of the Philippines and are standing on leased sites. Except for the transmitter sites located in Malanday, Polo, Bulacan, Ortigas Center in Pasig City, Sto. Tomas, Laoag City, Barangay Lahug, Cebu City, Matina Hills, Davao City, Lucena and Palo Leyte, the rest of the transmitter sites are also leased. The above properties are in good condition and have no mortgage or lien. The carrying values of the property and equipment, investments and other assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Please see Note 2 of the audited consolidated financial statements for the policy on impairment of non-financial assets.

Listed below are the properties MBC leases:

PAYMENT TERM COUNTER DATE NATURE OF DOMICILE TERMS (in PARTY SIGNED CONTRACT years) October 1, Lease of radio 5 Dulce Corazon R. Bo. Bayabas, Php 47,916.00 2015 station's place Manubay Cagayan de Oro (for DZRH) per month (01- Oct-18 to 30- Sept-19) & Php 52,707.50 per month (01-Oct- 19 to 30-Sept- 20) June 1, 2019 Lease of radio 10 Clarita Amao Purok 4, Pagatpat, station’s place Php 20,000 Cagayan de Oro (for DZRH) monthly City Maria Theresa San Isidro, March 1, 2009 Lease of radio Php 14,000.00 10 J. Bustamante- Magarao, station's place monthly Bihag Camarines Sur (for DZRH) Lolita Salamanca Bo. Rizal, February 1, Lease of radio Php 25,101.33 10 Santiago, 2014 station's place monthly Isabela (for DZRH) 24

Cabid-An Sorsogon City, May 1, 2017 Php 50,715.00 2 Lease of radio Property Sorsogon monthly Logistics station's place (for Planners Inc. DZRH) Krislamville- March 30, Lease of radio Php 40,364.99 10 Ma. Mae Rowena Kakar, Cotabato 2014 station's place monthly S. Abalos City (for DZRH) June 1, 2014 Lease of radio Php 30,800.00 5 Corazon P. Duran Street, station's place monthly Brown Iloilo City (for DZRH) MEASAT Satellite October 11, Satellite lease $102,000 / 5 Level 7 Menara, Systems Sdn Bhd 2017 annum (11-Oct- Maxis, Kuala 17 to 31-Oct- Lumpur City 22) Centre 50088 Kuala Lumpur, Malaysia Star Parks January 1, Lease of MBC Php 998,901.29 1 MBC Bldg., V. Corporation 2019 offices, studios Sotto St., CCP and tower Complex, Pasay City Cultural Center October 5, Lease of MBC Php 488,880.00 6 months CCP Complex, of the 2019 offices and Philippines Roxas Boulevard, studios Pasay City

The renewal options for the above lease contracts are based upon the mutual agreement of the contracting parties.

The Company has no intention of acquiring another properties in the next twelve (12) months.

C. LEGAL PROCEEDINGS

Most of the legal proceedings involving MBC are related to its various legal actions arising in the ordinary course of business. However, any ultimate liability, if any, resulting from these matters will not have a material effect on the Company's financial position and results of operation.

D. SUBMISSION OF MATTERS TO A VOTE OF SECURIY HOLDERS

There were no matters submitted to a vote of security holders during the calendar year covered by this report.

5. Market Price and Dividends required by Part V of Annex C as amended

a. Market Information 25

MBC shares are traded in the Philippine Stock Exchange. The last known transaction of MBC shares was last September 9, 2020, the latest practicable trading date, at P11.78 per share involving 200 shares.

Stock Prices

2020 2019 2018 High Low High Low High Low 1st Qtr 12.98 12.98 15.20 15.20 18.30 16.52 2nd Qtr 13.00 13.00 15.48 17.76 17.76 17.02 3rd Qtr Not Not 15.14 15.14 16.36 16.36 Applicable Applicable 4th Qtr Not Not 11.50 11.50 16.26 16.26 Applicable Applicable

b. Holders

• There are 604 Stockholders as of September 10, 2020 • The Top 20 Stockholders as of September 10, 2020 are as follows:

No. of Common % Shares 1 Elizalde Holdings Corporation 139,558,774 34.65% 2 Elizalde Land, Inc. 87,000,000 21.60% 3 Romulo, Mabanta, Buenaventura, Sayoc & 69,910,993 17.36% delos Angeles 4 Cebu Broadcasting Company 50,000,000 12.41% 5 AQG Corporation 33,000,000 8.19% 6 Sunshine Inns, Inc. 10,000,000 2.48% 7 Philippine Broadcasting Corporation 5,000,000 1.24% 8 PCD Nominee Corporation 2,061,641 0.51% 9 Tansengco Uy & Co., Inc. 659,892 0.16% 10 Estate of Allen Cham 626,099 0.16% 11 Luis M. Alberto &/or Manuel C. Alberto 553,368 0.14% 12 L.V.N. Pictures, Inc. 447,961 0.11% 13 A.&/Or J.O. del Rosario 363,592 0.09% 14 Ernestina U. de Garcia 122,338 0.03% 15 Consuelo Fajardo 121,149 0.03% 16 Luis G. Ablaza 121,149 0.03% 17 Joaquina Tirona 114,719 0.03% 18 Agapito D. Balagtas 105,370 0.03% 19 Beatriz Hidalgo de Miranda 105,370 0.03% 20 Fabian Carmona, Jr. 101,696 0.02%

c. Dividends

The following are the dividend declarations for the last three years:

Cash Dividends (per share) Amount in Pesos Declaration Date Record Date Payment Date No declaration for the year 2019 0.30 Dec. 28, 2018 Jan. 28, 2019 Feb. 18, 2019 0.30 Dec. 29, 2017 Jan. 26, 2018 Feb. 15, 2018 0.15 Dec. 29, 2016 Jan. 18, 2017 Jan. 31, 2017

The Board of Directors may declare dividends out of the unrestricted retained earnings which shall be payable in cash to all stockholders on the basis of outstanding stock held by them, as stated in the Revised Corporation Code.

d. Recent Sales of Unregistered or Exempt Securities including Recent Issuance of Securities Constituting an Exempt Transaction

There have been no known recent sales of unregistered or exempt securities of the company.

6. Discussion on Compliance with Leading Practices in Corporate Governance

The Company, through its Compliance Officer, evaluates the level of compliance of the Board of the Directors and top-level management with the Revised Manual of Corporate Governance semi- annually. The members of the Audit and Corporate Governance Committees have been appointed and will be recommended for re-appointment once the new Board is constituted. The Company continues to strive to integrate the mandate of good corporate governance in its daily life. No deviation from the Company's Revised Manual of Corporate Governance was noted during the year.

The Company's Revised Manual of Corporate Governance shall supplement and complement the Corporation's Articles of Incorporation and By-Laws and shall institutionalize the principles of good corporate governance in the entire organization.

The Board of Directors and Management, employees and shareholders, believe that corporate governance is a necessary component of what constitutes sound strategic business management and will therefore undertake every effort necessary to create corporate governance awareness within the organization as soon as possible.

The Company has taken steps to establish systems and processes to protect the interests of and add value to its diverse stakeholder groups such as its shareholders, employees, customers, vendors and community. Two (2) independent members of the Board of Directors were elected to help clarify the direction and values of the organization, oversee performance of the company and protect stakeholder interests. Audit and Corporate Governance Committees have also been formed as part of the company's plan to improve good corporate governance practices. The company advocates continuous improvement in governance processes by monitoring the progress of the following attributes: 27

ATTRIBUTES CHALLENGE Legal and Regulatory Maintaining an understanding of the compliance requirements in the dynamic regulatory environment. Business Practices and Ethics Establishing ethical business practices that keep up with the expectations of stakeholders. Disclosure and Transparency Ensuring that stakeholders receive the information they need in an understandable way. Risk and Performance Management Dealing with both Risk Management and Performance Enhancement as two sides of the same coin to increase shareholder value. Communication Finding ways to improve the interactions between the stakeholders within various components of the Corporate Governance Framework.

UNDERTAKING

The Company undertakes that a copy of its Annual Report on Form 17-A shall be provided without any charge to any stockholder who makes a written request for such copy or to any person solicited. At the discretion of management, a charge may be made for exhibits limited to reasonable expenses incurred by the registrant in furnishing such exhibits. Any written request shall be addressed as follows„

MANILA BROADCASTING COMPANY MBC Bldg., V. Sotto St., CCP Complex, Pasay City 1307 Philippines

Attention: Atty. Rudolph Steve E. Jularbal

Audited Financial Statements and Interim Financial Statements

Enclosed is a copy of the Statement of Management's Responsibility for Financial Statements, Map of the Relationships of the Companies within the Group, 2019 Audited Financial Statements and Supplementary Schedules and June 30, 2020 17-Q filed as part of this Form 20-IS.

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