SMC Series 2-J Preferred Shares (SMC2J) and SMC Series 2-K Preferred Shares (SMC2K) Exchange Tender Offer

Attention SMC2J and SMC2K Shareholders:

We are pleased to inform you that San Miguel Corporation (SMC) will conduct a voluntary tender offer for holders of the following preferred shares:

  • SMC2J (Series “2” Subseries J)
  • SMC2K (Series “2” Subseries K)

These shares (collectively referred to as the “Exchange Shares”) may be exchanged for up to 450,571,567 Series “2” Preferred Shares (the “Offer Shares”), which will be re-issued under three new subseries: SMC2P, SMC2Q, and SMC2R.

Offer SharesMinimum Initial Dividend RateOptional Redemption DateStep-Up Date
SMC2P6.7000%October 2028 (Year 3)October 2030 (Year 5)
SMC2Q7.0000%October 2030 (Year 5)October 2032 (Year 7)
SMC2R7.2500%October 2032 (Year 7)October 2035 (Year 10)

Key Details of the Tender Offer:

  • Bidder: San Miguel Corporation
  • Exchange Shares: SMC2J and SMC2K
  • Offer Shares: SMC2P, SMC2Q, SMC2R (in multiples of 10 shares)
  • Exchange Ratio: 1 Exchange Share = 1 Offer Share
  • Issue Price: ₱75.00 per share (same as Exchange Shares)
  • BPI Securities Internal Period: September 8 to October 9, 2025 (until 12:00 noon)
  • Listing Date: October 24, 2025

Important Notes:

  • You may tender all or part of your SMC2J and/or SMC2K shares.
  • You may choose which subseries (SMC2P, SMC2Q, SMC2R) you wish to receive in exchange.
  • Tendered shares must be in multiples of 10.
  • Selling charges will be shouldered by SMC, with no cost to you.
  • Tendered shares will be removed from your portfolio on October 10, 2025.
  • Offer Shares will be reflected in your portfolio on October 24, 2025, or once listed on the PSE.
  • The deadline may be adjusted subject to regulatory approval.
  • BPI Securities does not guarantee acceptance of tendered shares by SMC.
  • Your application to tender will be considered a firm commitment.

How to Participate

To tender your shares, kindly reply to the email sent to your primary email address with:

1. The number of SMC2J and/or SMC2K shares you wish to tender

2. Your preferred offer shares across SMC2P, SMC2Q, and SMC2R

If you choose not to participate, SMC will redeem your shares for cash on the following dates:

  • SMC2J: October 29, 2025
  • SMC2K: December 10, 2025

This allows you to either stay invested via the exchange or exit via redemption.

For more information, you may refer to the SMC Tender Offer Report (SEC Form 19-1) available on SMC’s website.

If you have any questions, feel free to email bpitradecorpact@bpi.com.ph or call the BPI Trade hotline at 8580-4000.