of of SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS STRICTLY CONFIDENTIAL nary Prospectus constitute an offer to sell or the solicitation here such offer or sale is not permitted. is not oroffer sale such here notice. notice. The Offer Shares may not be sold nor may an offer to buy be NOW Corporation (A corporation duly incorporated under the laws of the Republic of the Philippines) Primary Offer of 5,000,000 Redeemable Convertible Cumulative Non-Participating Non-Voting Peso- denominated Preferred ―A‖ Shares with an Oversubscription Option of Subscriptions to 5,000,000 Preferred ―A‖ Shares, with 25,000,000 underlying Common Shares and an additional 25,000,000 Common Shares upon the exercise of the Oversubscription Option, which Common Shares shall be issued upon conversion of the Preferred ―A‖ Shares at a conversion price of ₱20.00 per share, or a conversion ratio of 5 Common Shares for every 1 Preferred ―A‖ Share, at an Initial Dividend Rate of [7.5544% to 8.3044%]1 per annum and an Offer Price of ₱100.00 per share to be listed and traded on the Main Board of the Philippine Stock Exchange, Inc. and 10,000,000 Detachable Subscription Warrants to be issued free of charge, with 10,000,000 underlying Common Shares, with an Oversubscription Option of Subscriptions to 10,000,000 Detachable Subscription Warrants and 10,000,000 underlying Common Shares to be listed and traded on the Main Board of the Philippine Stock Exchange, Inc. Unicapital, Inc. Issue Manager, Bookrunner and Underwriter The date of this Preliminary Prospectus is [June __, 2018]. THE PHILIPPINE 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 PHILIPPINE SECURITIES AND EXCHANGE COMMISSION. 1 The Dividend Rate is subject to change and shall be finalized on the Dividend Rate Setting Date. The Dividend Rate shall be set within the sum of (i) the simple average of five (5) year PDST-R2 benchmark rates, or any such successor rate, for three (3) consecutive an offer to buy any Offer Shares nor shall there be any offer, solicitation or sale of the Offer Shares in any jurisdiction w jurisdiction any in Shares the Offer of or sale offer, be any solicitation there nor shall Shares Offer any buy offer an to accepted accepted prior to the time that Preliminarythe Prospectus is issued in final form. Under no shall circumstances this Prelimi This Preliminary Prospectus and the information contained herein are subject to completion or amendment without business days ending on (and including) the Dividend Rate Setting Date plus (ii) a spread of one hundred seventy-five (175) to two hundred fifty (250) basis points. NOW Corporation Unit 5-I, 5th Floor, OPL Building 100 C. Palanca St. Legaspi Village, Makati City +632 750-0211 / +632 640-6891 www.now-corp.com This Prospectus relates to the offer and sale of 5,000,000 redeemable, convertible, cumulative, non- participating, non-voting, Peso-denominated, Preferred ―A‖ Shares (the ―Firm Shares‖) with an Oversubscription Option of 5,000,000 Preferred ―A‖ Shares (the ―Oversubscription Option‖) [collectively, the ―Offer Shares‖] with a par value of one peso (₱1.00) per share, with 25,000,000 underlying common shares and an additional 25,000,000 underlying common shares upon the exercise of the Oversubscription Option, which common shares shall be issued upon conversion of the preferred ―A‖ shares at a conversion price of ₱20.00 per share, or a conversion ratio of 5 common shares for every 1 Preferred ―A‖ Share, with 10,000,000 detachable subscription warrants (the ―Warrants‖) to be issued free of charge, with 10,000,000 underlying common shares (the ―Warrant Shares‖), with an Oversubscription Option of 10,000,000 Warrants and 10,000,000 underlying common shares of NOW Corporation (the ―Offer‖), a listed corporation duly organized and existing under Philippine law (the ―Company‖), subject to the registration requirements of the Securities and Exchange Commission (―SEC‖). The Offer Shares are being offered for subscription solely in the Philippines through Unicapital, Inc. (the ―Issue Manager, Bookrunners and Underwriter‖) at a price of ₱100.00 per share (the ―Offer Price‖). Pursuant to its Articles of Incorporation as amended on January 10, 2017, the Company has an authorized capital stock of ₱2,120,000,000.00 divided into 2,060,000,000 common shares with a par value of one peso (₱1.00) per share and 60,000,000 preferred shares, with a par value of one peso (₱1.00) per share. For a more detailed discussion of the Company‘s capitalization, see section entitled ―Description of the Shares‖ in this Prospectus. The holders of the Offer Shares do not have identical rights and privileges with holders of the issued and outstanding common shares. Prior to the Offer, the Company had a total of 1,517,278,350 issued and outstanding common shares which are all fully paid-up; while its unissued or unsubscribed capital stock was 602,721,650 common and preferred shares. After completion of the Offer, the Company will have the following issued and outstanding shares: (i) 1,517,278,350 common shares; and (ii) 5,000,000 preferred ―A‖ shares. The total unissued or unsubscribed capital stock of the Company after the Offer will be 597,721,650 common and preferred shares. With the Oversubscription Option of 5,000,000 preferred ―A‖ shares, the total unissued or unsubscribed capital stock of the Company after the Offer will be 592,721,650 common and preferred shares. The Offer Shares will represent approximately 0.33% of the issued and outstanding capital stock of the Company after completion of the Offer without the Oversubscription Option, or approximately 0.66% with the Oversubscription Option. The effect on the issued and outstanding shares of the Company upon full conversion of the Offer Shares to common shares and the full exercise of all the Warrants will depend on multiple factors such as the conversion price and conversion date of the Offer Shares, as well as strike price for the Warrants. For a more detailed discussion of the terms of the conversion of the Offer Shares to common shares and the exercise of the Warrants, see section entitled ―Summary of the Offer‖ in this Prospectus. Each Offer Share has nil-paid detachable subscription Warrants, which entitles the warrant holder to purchase common shares of the Company out of its unissued capital stock exercisable at the end of the second year until the end of the third year from the Listing Date of the Offer Shares, exercisable every quarter-end (the ―Exercise Period‖). These Warrants will be issued at the ratio of two (2) Warrants for every one (1) Offer Share, and subject to regulatory approval, will be listed at the Philippine Stock Exchange, Inc. (―PSE‖). The Warrants may be sold, transferred or assigned to any person by the warrant holder, separate from and independent of, the Offer Shares to which the Warrants attach, subject to the applicable restrictions by law. For a detailed discussion of the terms of the Warrants, see section entitled ―Summary of the Offer‖ in this Prospectus. The Offer Shares are convertible to common shares of the Company at the option of the holder, between the third and fourth anniversary from the listing date (the ―Conversion Dates‖) at a conversion price of twenty pesos ₱20.00 per share. The Company has the right but not the obligation to redeem the remaining outstanding Offer Shares which are not converted into common shares during the Conversion Dates (the ―Redeemed Shares‖), in whole or in part, five (5) years from the Issue Date, or on any Dividend Payment Date thereafter (the ―Redemption Period‖) after giving not less than thirty (30) days but not more than sixty (60) days‘ written i notice prior to the intended date of redemption, at a redemption price equal to the Offer Price of the Preferred ―A‖ Shares plus all dividends due them on the actual date of redemption as well as all accumulated dividends due and payable, or dividends in which the declaration and/or payment have been deferred, in respect of prior Dividend Periods (the ―Redemption Price‖). Such notice to redeem shall be deemed irrevocable upon issuance thereof. For a detailed discussion of the terms of the Offer Shares, see section entitled ―Summary of the Offer‖ in this Prospectus. The declaration and payment of dividends on the Offer Shares will be subject to the sole and absolute discretion of the Board of Directors, to the extent permitted by law, and will depend upon the future results of operations and general financial condition, capital requirements of the Company and other factors the Board of Directors may deem relevant, provided that any stock dividend declaration requires the approval of shareholders holding at least two-thirds (2/3) of the Company‘s total outstanding capital stock. The Corporation Code has defined ―outstanding capital stock‖ as the total shares of stock issued, whether paid in full or not, except treasury shares. There can be no guarantee that the Company will pay any dividends in the future. As of the date of this Prospectus, the Company and its subsidiaries have no defined dividend policy, as such, the Company shall pay dividends depending on its current profitability and liquidity requirements. The amount of dividend declaration annually by the Company depends on the net income, cash availability and the investment projects as approved by the Board of Directors of the Company and each of the subsidiaries. The Company and its subsidiaries, in declaring and paying dividends, will also take into consideration the interests of its shareholders, their working capital, capital expenditures, debt servicing requirements as well as provisions of the Tax Code and the Corporation Code.