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Preliminary Prospectus Dated August 22, 2016

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Preliminary Prospectus Dated August 22, 2016 BEEN YET Subject to Completion PRELIMINARY PROSPECTUS Petron Corporation (a company incorporated under the laws of the Republic of the Philippines) SHALL NOT CONSTITUTE AN OFFER TO SELL OR A Shelf Registration in the Philippines of Fixed Rate Bonds in the aggregate principal amount of up to P40,000,000,000 to be offered within a period of three (3) years at an Issue Price of 100% of Face Value to be listed and traded through The Philippine Dealing & Exchange Corp. (AND THE RELEVANT OFFER SUPPLEMENT) THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION. F AN OFFER TOBUY. ANOFFER F The date of this Preliminary Prospectus is August 22, 2016. EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR OFFERS TO BUY THE SAME BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION i A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT DECLARED STATEMENT BECOMES EFFECTIVE. THIS O SOLICITATION PROSPECTUS Petron Corporation SMC Head Office Complex 40 San Miguel Avenue Mandaluyong City, Philippines Telephone number: (632) 886 3888 Corporate website: www.petron.com This prospectus (“this Prospectus” and, as the context may require, the term includes the relevant Offer Supplement) relates to the shelf registration and offer by Petron Corporation (“Petron”, the “Company” or the “Issuer”), a corporation duly organized and existing under Philippine law, through a sale in the Philippines of fixed rate bonds (the “Bonds”) in the aggregate principal amount of up to P40,000,000,000. The Bonds will be offered and issued in tranches within a period of three (3) years from the effective date of the Registration Statement, subject to applicable regulations (the “Shelf Period”). The specific terms of the Bonds for each tranche will be determined by the Company considering the prevailing market conditions and are provided in an Offer Supplement to be issued at the time of the relevant offering. For each offer of the Bonds, an Offer Supplement will be issued by the Issuer along with this Prospectus. The relevant Offer Supplement will contain the final terms for a particular offer of the Bonds and must be read in conjunction with this Prospectus and the other Bond Agreements. Full information on the Issuer and such offer of the Bonds is only available on the basis of the combination of this Prospectus, the relevant Offer Supplement and the other Bond Agreements. All information contained in this Prospectus are deemed incorporated by reference in the relevant Offer Supplement. On August 22, 2016, the Company filed an application with the Philippine Securities and Exchange Commission (“SEC”) to register the Bonds under the provisions of the Securities Regulation Code of the Philippines (Republic Act No. 8799). The SEC is expected to issue an order rendering the Registration Statement effective, and a corresponding permit to offer securities for sale covering the initial offer of the Bonds, and any subsequent offering under the relevant rules requires the submission by the Company of the relevant updates and amendments to the Registration Statement and the issuance of the corresponding permit to sell by the SEC. As a listed company, Petron regularly disseminates such updates and information in its disclosures to the SEC and the Philippine Stock Exchange. The Company will, likewise, apply for the listing of the Bonds in the Philippine Dealing & Exchange Corp. (“PDEx”). However, there is no assurance that such a listing will actually be achieved either before or after the relevant issue date of the Bonds being offered at a particular time or whether such a listing will materially affect the liquidity of the Bonds on the secondary market. Such listing will be subject to the Company’s execution of a listing agreement with PDEx that may require the Company to make certain disclosures, undertakings and payments on an ongoing basis. The Company reserves the right to withdraw any offer and sale of the Bonds at any time, and the Lead Underwriters (as such term is defined under “Definition of Terms”) for any particular offer of the Bonds reserve the right to reject any application to purchase the Bonds in whole or in part and to allot to any prospective purchaser less than the full amount of the Bonds sought by such purchaser. If an offer of the Bonds is withdrawn or discontinued, the Company shall subsequently notify the SEC and, as applicable, the PDEx. The Lead Underwriters, any participating underwriter, co-manager and selling agent for any particular offer of the Bonds may acquire for their own account a portion of the Bonds. ii The distribution of this Prospectus and the offer and sale of the Bonds may, in certain jurisdictions, be restricted by law. This Prospectus does not constitute an offer of any securities, or any offer to sell, or a solicitation of any offer to buy any securities of the Company in any jurisdiction, to or from any person to whom it is unlawful to make such offer in such jurisdiction. The Company and the Lead Underwriters require persons into whose possession this Prospectus comes to inform themselves of and observe all such restrictions. Each investor in the Bonds must comply with all laws applicable to it and must obtain the necessary consent, approvals or permission for its purchase or subsequent offer and sale of the Bonds under the laws and regulations in force in any jurisdiction to which it is subject. None of the Company, the Lead Underwriters, any participating underwriter, co-manager and selling agent will have any responsibility therefor. The price of securities, such as the Bonds, can and does fluctuate, and any individual security may experience upward or downward movements, and may even become valueless. There is an inherent risk that losses may be incurred rather than profit made as a result of buying and selling securities. An investment in the Bonds described in this Prospectus involves a certain degree of risk. A prospective purchaser of the Bonds should carefully consider several risk factors relating to the Company’s business and operations, risks relating to the Philippines and Malaysia and risks relating to the Bonds, as set out in “Risk Factors” found on page [20] of this Prospectus, in addition to the other information contained in this Prospectus, in deciding whether to invest in the Bonds. The risk disclosure discussion does not purport to disclose all the risks and other significant aspects of investing in the Bonds. A person contemplating an investment in the Bonds should seek professional advice if he or she is uncertain of, or has not understood any aspect of the securities to invest in or the nature of risks involved in trading of securities. Unless otherwise indicated, all information in this Prospectus is as of the date of this Prospectus. Neither the delivery of this Prospectus nor any sale made pursuant to this Prospectus shall, under any circumstances, create any implication that the information contained herein is correct as of any date subsequent to the date hereof or that there has been no change in the affairs of the Company and its subsidiaries since such date. Market data and certain statistical information and industry forecasts used throughout this Prospectus were obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verified, and none of the Company or the Lead Underwriters makes any representation as to the accuracy of such information. The contents of this Prospectus are not to be considered as definitive legal, business or tax advice. Each person contemplating an investment in the Bonds should make his own investigation and analysis of the creditworthiness of the Company and his own determination of the suitability of any such investment. No dealer, salesman or any other person has been authorized to give any information or to make any representation not contained in this Prospectus. If given or made, any such information or representation must not be relied upon as having been authorized by the Company or the Lead Underwriters. Unless otherwise stated, the information contained in this Prospectus has been supplied by the Company. To the best of its knowledge and belief, the Company (which has taken all reasonable care to ensure that such is the case) confirms that the information contained in this Prospectus is correct, and iii that there is no material misstatement or omission of fact which would make any statement in this Prospectus misleading in any material respect. The Company hereby accepts full and sole responsibility for the accuracy of the information contained in this Prospectus. The Lead Underwriters have exercised the required due diligence in ascertaining that all material representations contained in this Prospectus, and any amendment or supplement thereto, are true and correct and that no material information was omitted, which was necessary in order to make the statements contained in said documents not misleading in any material respect. No representation, warranty or undertaking, express or implied, is made by any of the Lead Underwriters, and no responsibility or liability is accepted by any thereof to the accuracy, adequacy, reasonableness or completeness of the information and materials contained herein (excluding any and all information pertaining to the Lead Underwriters) or any other information provided by the Company in connection with the Bonds, their distribution or their future performance.
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