Subject of the Disclosure:

Supplemental disclosure regarding the approval of the acquisition of 100% of the issued and outstanding
common shares of Udenna Communications Media and Entertainment Holdings Corp.

Description of the Disclosure:

Further to the Company’s disclosure dated 10 November 2020 (C07857-2020) and to give the investing public
further information of the proposed transaction, the Company wishes to inform the Exchange and the public
as follows:

1. Parties to the proposed transaction.

The following are the relevant entities that are involved in the transaction:

(a) Dito CME Holdings Corp. (“Dito CME” or the “Company”), which is formerly known as
ISM Communications Corp., is a holding company that has shares currently listed in the
Philippine Stock Exchange. As of the date of this disclosure, Dito CME only has the following
subsidiaries, which are all non-operating:

(i) ISM Equities Corporation (“ISMEC”) - ISMEC is a domestic corporation primarily

engaged in investing, purchasing, using, and selling real and personal property of every
kind. It is 100% owned by Dito CME but as of the date of this disclosure, ISMEC
has not started its operations.
(ii) Wagas Consultants Limited (“Wagas”) - Wagas is a special-purpose entity, organized
and existing under the laws of the British Virgin Islands. It is 100% owned by Dito
CME but as of the date of this disclosure, Wagas does not have any operations.
(iii) Host Union International Limited (“Host”) – Host is an indirect subsidiary of Dito
CME through Wagas as the latter wholly owns its shares. It is a special purpose entity
organized and existing under the laws of Hongkong but as of the date of this
disclosure, Host does not have any operations.

Thus, as of the date of this disclosure, the Company does not yet hold, directly or indirectly, any
of the shares of Dito Telecommunity Corporation. Also, currently, Dito CME does not have any
operating subsidiary.

(b) Udenna Communications Media and Entertainment Holdings Corp. (“UCME”) is a domestic
holding company that is 100% owned by Udenna Corporation (“Udenna”). As of the date of
this disclosure, UCME jointly owns Dito Holdings Corporation together with Chelsea
Logistics and Infrastructure Holdings Corp. (“Chelsea”), at approximately 58% and 42%,
respectively. Other than its direct shareholdings in Dito Holdings Corporation, UCME does
not have any other shareholdings in other corporations.
 (c) Dito Holdings Corporation (“Dito Holdings”) is a domestic holding company that is jointly
owned by UCME and Chelsea at 58% and 42%, respectively. As of the date of this disclosure,
Dito Holdings does not yet own any shares in Dito Telecommunity Corporation or any other
entity. However, pursuant to a planned restructuring by the Udenna group, Dito Holdings is
planned to directly hold 60% of the shares of Dito Telecommunity Corporation upon
completion of the Restructuring (as discussed in item 2 below).

(d) Dito Telecommunity Corporation (“Dito Tel”), which is formerly known as Mindanao Islamic
Telephone Company, Inc. or Mislatel, is a telecommunications company that was the winner
of the government-sanctioned bidding for the New Major Telecommunications Player of the
Philippines held in November 2018. As of the date of this disclosure, Dito Tel is owned 35%
by Udenna, 25% by Chelsea, and 40% by China Telecommunications Corporation.

2. Background of the transaction.

On 10 December 2019 and 28 July 2020, the stockholders and the Board of Directors of Dito CME approved
the increase of its authorized capital stock from Php2,800,000,000.00, consisting of 2,800,000,000 common
shares with a par value of Php1.00 per share to Php40,000,000,000.00, consisting of 40,000,000,000 common
shares with a par value of Php1.00. At the same meeting, the stockholders also approved the subscription and
issuance of shares in the Company out of the increase in authorized capital stock, pursuant to the terms
approved by the Board of Directors.

In addition, on 10 December 2019, the stockholders and the Board of Directors of Dito CME approved the
acquisition of all of the shares of UCME, which is an entity that is intended to indirectly hold shares of Udenna’s
telecommunications business. The terms and conditions of this acquisition was subject to the approval of the
Board of Directors of the Company, which was obtained and disclosed through PSE Edge on 10 November
2020.

The approved terms and conditions of the acquisition involves a share-swap transaction between Dito CME
and Udenna to which Udenna shall transfer all of its shares in UCME in exchange for the issuance of
11,200,000,000 common shares of Dito CME out of an increase in its authorized capital stock (the “Share-
Swap Transaction”). The issue price of the Dito CME shares will be pegged at a range from Php 6.00 per share
to up to Php 6.90 per share.

The Share-Swap Transaction, however, will be executed and implemented only after the completion of the
restructuring of the shareholdings of Dito Tel. The restructuring involves the transfer by Chelsea and Udenna
of their combined 60% share ownership in Dito Tel to Dito Holdings Corporation (the “Restructuring”).

As of the date of this disclosure, the Restructuring is not yet completed. While the Restructuring was already
approved by the National Telecommunications Commission, it is still subject to the submission of post-
approval requirements. We will advise the Exchange once the definitive documents for the Restructuring have
been executed.

After the completion of the Restructuring, the Share-Swap Transaction shall be executed. As mentioned, the
consideration of 11,200,000,000 new shares of Dito CME for the Share-Swap Transaction will be taken from
shares that will be issued out of an increase of its authorized capital stock. The Share-Swap Transaction and
the increase in authorized capital stock will be subject to the approval of the Securities and Exchange
Commission. We shall promptly update the Exchange once these events have occurred.
Finally, since the transaction is covered by the Company’s guidelines under its Related Party Transactions
Policy, the Company has complied with the board approval thresholds under its Related Party Transactions
Policy. Also, the Company shall comply with the post-execution requirements of the Securities Exchange
Commission with regard to this related party transaction.

3. Purpose/rationale of the transaction.

The purpose of the acquisition by the Company of UCME is to make the Company an indirect shareholder of
the shares in Dito Tel. This transaction will give value to the Company because it will be through this Share-
Swap Transaction that Dito CME will own interest in Dito Tel, which was awarded as the New Major Player
of the Philippine telecommunications industry last November 2018. Note that as of the date of this disclosure,
Dito CME does not have any operating subsidiary and does not own any of the shares of Dito Tel. Thus, the
Share-Swap Transaction will give Dito CME indirect interest of Dito Tel.

4. Total value of the transaction and basis for the consideration.

The total consideration for the issuance of the 11,200,000,000 new Dito CME shares is at least Php
67,200,000,000.00 to up to Php 77,280,000,000.00, or the price of at least Php 6.00 per share to up to Php 6.90
per share (the “Consideration Shares”). The Consideration Shares will be issued out of the increase in the
authorized capital stock of the Company.

The consideration for the transaction will be based on fair value, which will be confirmed and supported by a
fair market valuation to be issued by an independent third-party valuation expert. Also, the valuation of the
UCME shares will be subject to confirmation and approval by the Securities and Exchange Commission. The
Company will apprise the Exchange once this event has occurred.

5. Nature and extent of relationship with other parties in the transaction as of the date of this
disclosure.

As of the date of this disclosure, Udenna is currently owned by Dennis A. Uy (46.67%), Cherylyn C. Uy
(13.33%), Silver Crescent Global Limited, a BVI-registered entity (29.62%), and Elite First Investment Limited,
a BVI-registered entity (10.38%). Dennis A. Uy and Cherylyn C. Uy also own 70% and 30%, respectively, of
Dennison Holdings Corp., which, in turn, currently owns 31.56% of the issued and outstanding shares of Dito
CME.

Udenna owns 100% of the shares of UCME, 70% of Chelsea, and 35% of the shares of Dito Tel.

Chelsea owns 25% of Dito Tel and 42% of Dito Holdings.

Finally, UCME owns 58% of Dito Holdings.

A map of the relationship of the parties, as of the date of this disclosure, is provided in Annex “A” of this
disclosure.

Other than Dennis A. Uy and Cherylyn C. Uy, none of the directors of the Company have equity interest or an
economic interest in the transaction, except for the nominal shareholdings (less than 2%) of some directors.
 6. Dilutive Effect.

Once the Share-Swap Transaction is completed and valuation is approved by the Securities and Exchange
Commission, Udenna shall own 11,200,000,000 common shares in Dito CME, which will be 80% of its issued
and outstanding capital stock. The current shareholders of Dito CME, which own a total of 2,800,000,000
common shares, will collectively own 20% of Dito CME after the Share-Swap Transaction. The Seventh Article
of the Articles of Incorporation of Dito CME denies pre-emptive rights to existing stockholders.

Further, as previously disclosed, the increase in authorized capital stock of the Corporation and the acquisition
of UCME were already approved by the shareholders and directors of Dito CME.
Annex “A”

Map of Relevant Parties as of the date of this Disclosure