Corporate History

ISM Communications Corporation (“ISM”) is a listed Philippine holding company.ISM is led by its Chairman, Mr. Eric O. Recto. It is owned by Monfortino Holdings, Inc., funds managed by Ashmore Investment Management Limited (a subsidiary of the Ashmore Group plc) as well as other strategic partners.

Itogon-Suyoc Mines, Inc. (“ISM” later renamed ISM Communications Corporation) was incorporated to engage in the mining business.

The Board and Stockholders of ISM approved an agreement between the Company and PhilWeb Corporation for the latter to manage the transformation of ISM from a mining company to a company engaged in information technology, multimedia telecommunications, and other similar industries.

The Stockholders of ISM approved a Restructuring Plan for the Company, which involved the change in its corporate name to ISM Communications Corporation and a change in its primary purpose.

The Philippine Securities and Exchange Commission (SEC) approved ISM’s Restructuring Plan.

In accordance with the Restructuring Plan, ISM ceased its mining operations and assigned all of its rights of its two mining properties (“Sangilo” and “Suyoc”) to Itogon-Suyoc Resources, Inc.

ISM acquired 17.7% of Eastern Telecommunications Philippines, Inc. (“ETPI”) from Aerocom Investors & Managers, Inc. in exchange for 6,816,761,093 new shares of ISM with par value of PhP 0.01 per share.

ISM acquired an additional 40% of ETPI through its acquisition of A.G.N. Philippines, Inc., a subsidiary of Australian Gigahertz Network International Pty. Ltd.

The SEC approved the increase in authorized capital of ISM from PhP 300 million divided into 30,000,000,000 shares with par value of PhP 0.01 per share to PhP 1.2 billion divided into 120,000,000,000 shares at the same par value.

ISM purchased 9.8% of Eastern Telecommunications’ total outstanding shares from Smart Communications, Inc.

ISM purchased 10.2% of ETPI’s total outstanding shares from the Republic of the Philippines, through the Privatization and Management Office, which brought ISM’s total holdings of the company to 77.69%.

The SEC approved the increase in the authorized capital of the Company from PhP 1.2 billion divided into 120,000,000,000 shares at a par value of PhP 0.01 per share to PhP 1.8 billion divided into 180,000,000,000 shares with a par value of PhP 0.01 per share.

The Stockholders of ISM approved a Restructuring Plan for the Company, which involved the change in its corporate name to ISM Communications Corporation and a change in its primary purpose.

ISM led a group of investors (the “ISM Group”) in acquiring approximately 97.28% of the Philippine Bank of Communications (PBCOM or the “Bank”). The ISM Group purchased a total of 47,909473 common shares and 120,000,000 preferred shares or a total of 167,909,473 voting shares of the Bank (the “Sale Shares”). The ISM Group acquired the Sales Shares at a purchase price of Php27.88 per share, regardless of class, or for a total purchase price of Php4,681,316,107.24. This includes the Company’s share of approximately 37.11% of the Bank. The acquisition of the Bank was subject to the appropriate regulatory approvals.

ISM sold its remaining 37.7% stake in ETPI to San Miguel Corporation, which consisted of a total of 9,800,555 Class “A” common shares of ETPI for a total consideration of PhP 1,507,777,692.00.

The ISM Group obtained all the necessary regulatory approvals for the acquisition of its 97.28% of the Bank. The acquisition was completed via special block transactions at the local stock exchange.

PhilWeb Corporation, Boerstar Corporation, and Uscon Limited sold their respective shareholdings in the Company to Monfortino Holdings, Inc. (MHI), a private company owned and controlled by Mr. Eric. O. Recto. In view of the sale to MHI, Messrs. Roberto V. Ongpin, Dennis O. Valdes, Walter W. Brown and Mario A. Oreta, resigned as members of the Board of Directors of the Company during the meeting of the Board of Directors held on December 3, 2013. On the same meeting, Messrs. Colin Keogh, Eugene Ellis, Luis Benitez were elected to replace the resigned directors. Mr. Ongpin also resigned as Chairman and CEO of the Company. Likewise, Messrs. Rafael B. Ortigas and Ignacio R. Ortigas resigned as Vice Presidents; Mr. Rodolfo Ma. A. Ponferrada resigned as Corporate Secretary; and Mr. Ponferrada, Ms. Josephine A. Manalo and Mr. Jonathan T. Altubar resigned as Corporate Information Officers. The following were appointed as the current corporate officers of the Company:

Chairman and CEO: Eric O. Recto

Vice Chairman: Craig Ehrlich

President: Mario J. Locsin

interim CFO and Treasurer: Zaldy M. Prieto

Corporate Secretary and Corporate Information Officer: Jovita D.S. Larrazabal