Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
1.4 Third. "The record shows that from the time RHC is-
sued the Omidyar POR, Rappler has not amended or sought the
amendment of its Articles of Incorporation. Thus, Omidyar never
had the opportunity to exercise its rights under Clause 12.2.2 of the
Omidyar POR."s
1.5 Fourth. "The SEC does not dispute that the issuance of
PORs is not illegal per sew As noted by the petitioners, other corpora-
tions like ABS-CBN, GMA and Globe have issued PORs in the past
and the same were allowed by the SEC. Further, the SEC also re-
viewed the NBM PDR and found nothing illegal or irregular in its
terms."B
1.6' Fifth. The PORs that RHC issued to OMIOYAR "do not
.'
2 Ibid, p. 4.
3 Decision, 26 July 2018, p. 18.
4 Ibid., p. 19.
5 Id., p. 67.
6 Id., p. 68.
7 Id.
B ld.
9 Id., P .46.
2
found objectionable by the SEC appears to have been permanently
removed."lo
2. PN THE DONATION
2.1. Through the Decision, this Honorable Court took note of
the supervening event of the donation by OMIDYAR of all of its RHC
PDRs to RAPPLER Staff, thus:
10 Id., p. 69.
11 Decision, 26 July 2018, p. 69.
12 Ibid., p. 70.
13 G.R. No. 176579,28 June 2011 (Decision); 29 October 2012 (Resolution).
14 Decision, 26 July 2018, p. 71.
3
rant re-examination of the sanction of revocation of peti-
tioners' Certificates of Incorporation imposed by the SEC
En Banc in the assailed Decision." lS
2.2. For this reason, this Honorable Court directed the SEC
to conduct an evaluation of the legal effect of the alleged super-
/I •••
15 Ibid., p. 69.
16 Decision, 26 July 2018, p. 72.
17 Ibid.
18 Petitioners are submitting the documents in support of this motion in the remote event
. that the SEC fails or refuses to comply with this Honorable Courf s dl:ective to conduct an eval-
/I
uation of the legal effect of the alleged supervening donation made by Omidyar Network of its
Philippine Depositary Receipts to the staff of Rappler, Inc." as found in the Dispositive portion of
the Decision. .
4
.f
5
The case of Chavez v. Public Estates Authority,2° which deals
primarily with foreign ownership restrictions found in Sections 1 and
2 of Article XII of the Constitution, the Supreme Court noted that
while a violation of the law or Constitution may be recognized, the
invalidation ~f the transaction may be superfluous if the purpose of
the statutory or constitutional ban has been achieved, thus:
6
These pronouncements are echoed in the cases of Sarsosa vda.
De Barsobia v. Cuenco,24 Godinez v. Fong Pak Luen,25 Vasquez v. Li
Seng Giap,26 Herrera v. Luy Kim Guan 27 and Halili v. Court of Ap-
peals,28 which all involve the sale of land to an alien who thereafter
sold the same to a Filipino citizen. The Supreme Court consistently
applied the rule that the subsequent sale can no longer be impugned
on the basis of the invalidity of the initial transfer.
The doctrine found in these cases should apply with equal force
in interpreting the effect of the donation by OMIDYAR of its RHC
PDRs, which contain.ed the alleged objectionable Clause 12.2.2, con-
sidering that the public policy behind the foreign equity restrictions
in the Constitution are essentially the same.
7
In fact, the case of RAPPLER is significantly more advanta-
geous than in the case of La Bllgal and the other cases cited above for
the following reasons:
8
PRETS, IMPLEMENTS, AND SANCTIONS A
VIOLA'rION OF, SECTION 11 (1) OF ARTICLE
XVI OF THE CONSTITUTION, DEFINES JJMASS
MEDIA" AS PRINT AND BROADCAST MEDIA
ONLY. AS RAPPLER IS NOT ENGAGED IN
PRINT OR BROADCAST MEDIA, IT CANNOT
BE HELD ACCOUNTABLE FOR VIOLATION OF
THIS CONSTITUTIONAL PROVISION AND
ITS IMPLEMENTING LAW. FURTHER, NEI-
THER LAW NOR JURISPRUDENCE SUPPORT
THE APPLICATION OF THE DEFINITION OF
MASS MEDIA UNDER THE TOBACCO REGU-
LATION ACT OF 2003, WHICH DOES NOT IN-
TERPRET, IMPLEMENT, AND SANCTION A
VIOLATION OF, SECTION 11 (1) OF ARTICLE
XVI OF THE CONSTITUTION.
9
"WHEREAS, the Constitution, to protect the integ-
rity and sovereignty of the Philippines, provides among
other things, that the ownership and management of
mass media shall be limited to citizens of the Philippines
or to corporations or associations wholly owned and
managed by such citizens;
xxx
10
MR. POZ. Yes, Mr. Presiding Officer.
xxx
35 Record of the 1996 Constitutional Commission Proceedings and Debates, Volume Five,
pp. 110 to 111. Emphasis supplied.
36 See REVISED PENAL CODE, Art. 10.
37 Twin Ace Holdings Corporation v. Rufina and Company, G.R. No. 160191,8 June 2006,
490 SCRA 368, 376.
11
a) List A shall enumerate the areas of activities re-
served to Philippine nationals by mandate of the
Constitution and specific laws ... "
Act to:
12
[b]eginning 1 July 2018, all forms of tobacco advertising in mass
II
On the other hand, this Honorable Court found that the SEC
Special Panel issued Petitioners a Show Cause Order on 1 August
2017, which reads as follows: 38
13
It is, therefore, contrary to law and fairness to apply a definition
of "Mass Media" found in the Tobacco Regulation Act of 2003, and to
disregard the definition of "Mass Media" found in PD 1018 in the
case of the Petitioners.
14
As previously discussed, the definition of "Mass Media" as
found in PD 1018, which pertains only to print and broadcast media,
should apply to Petitioners. Gauged against this definition, the ac-
tuations of Petitioners cannot possibly confirm that RAPPLER is en-
gaged in print or broadcast, the definition of Mass Media referred to
under Section 11 (1) of Article XVI of the Constitution.
15
e. In its Petition "filed before the Supreme Court against the
Commission on Elections ... ", " ... Rappler claimed that equal
access should be given to all mass media, online or tradi-
tional" .49 "In Rappler, Inc. v. Bautista, the Supreme Court agreed
with Rappler and ruled that it is an online mass media entity
and should be granted equal right with traditional forms of
mass media to broadcast the debates via online streaming."So
49 ld.
50 ld.
51 G.R. No. 222702,5 April 2016, 788 seRA 442.
16
f
..
\
; .
17
Further, it is but logical and prudent for Petitioners to put forth
any and all defenses they have against the SEC's claim that they vio-
lated Section 11 (1) of Article XVI of the Constitution. In fact, Section
of Rule 8 of the Rules of Court, is an acknowledgment that a party to
a case may raise all defenses, even those which contradict other de-
fenses, thus:
Petitioners also had to show their good faith by stating that they
sought counsel's advice in structuring their business for global
growth because they were accused of creating a scheme to circum-
vent the nationality restrictions under the Constitution. Raising these
defenses should not, therefore, be taken as an actuation by Petitioners
that they are in the business of Mass Media.
18
Pursuant to its business objective, it sought advice on how to
structure its business for global growth and to secure investments
from relevant investors, thus:
II
19
OF SIIARES OF STOCK AND VOTING
RIGHTS.
" ... [W]hile the Omidyar PDR states that the right to vote
on the Rappler shares is retained by RHC, said right to
vote is being shared with or exercised jointly by RHC, as
the owner of the share, and Omidyar, through Clause
12.2.2. Thus, under a zero' foreign control standard, it
I
This Honorable Court explained that, " ... under Rule 3.1.8 of the 2015
IRR of the SRC, the concept of control' was expounded to include
I
'The law is clear that" ... all corporate powers of all corporations
formed under this Code shall be exercised, all business conducted
and all property of such corporations controlled and held by the
board of directors or trustees to be elected from among the holders of
stocks ... "59
20
,f \
... J
21
to gain control over it through the grant of certain powers. The
premise, however, is that the parents company must have voting
rights. This rule does not apply to any case where an entity does not
have voting rights in a corporation.
22
On the contrary, Article 1158 of the Civil Code is the founda-
II
tion for the principle that, if an act punishable by law has not been
performed, then, the corresponding penalty under the law cannot be
applied to one accused of violating it."71
23
Third. A reading of Clause 12.2.2 of the OMIOYAR POR
shows that OMIOy'AR may have only exercised its right under this
clause after RHC has made a decision to alter, modify, change, or
take any action, with respect to the Articles of Incorporation or By-
Laws of RAPPLER and only "where such alteration, modification,
change or action will prejudice the rights in relation to the ON
PDRs". Thus, OMIOYAR would not have been involved in the deci-
sion making with respect to the Articles of Incorporation or By-Laws
of RAPPLER, and could not have been granted control of RAPPLER
or influence over it.
76 Project Agreement dated 2 August 1989 between the International Bank for Reconstruc-
tion and Development and Manila Electric Company, available at
<http://d.ocuments. worldbank.orgl curatedl en I 143231468093293691 I textl Conformed-Copv-
L3084-I>H-.Manila-Power-Distribution-Project-Project-Agreelnent.txt> last accessed on 10 August
2018,1:20 a.m.
24
which are necessary or useful in the conduct of its busi-
ness and for the execution of the Project.
The PDRs approved by the SEC, and even the Philippine Stock
Exchange ("PSE"), that other corporations (the parent companies of
which are listed in the PSE) with foreign equity restrictions have is-
sued also contains :negative covenants. A juxtaposition of the provi-
sions are provided below:
77 Project Agreement dated 23 April 1993 between the International Bank for Reconstruc-
tion and Development and Philippine Long Distance T~lephone Company, available at
<http://documents.worldbank.org/ curated/pt/241591468146705616/pdf/174BA321EC3C821D
85256F030003DI5C.pdf> last accessed on 10 August 2018,1:20 a.m.
78 See About ABS-CBN Holdings Corporation, available at <
http://www.abscbnpdr.conl/>, last accessed on 9 August 201~ at 2:17 a.m.
79 See GMA7 Prospechls, available at <http://aphrodite.gmanetwork.com/pdf/GMA-
Final-Prospectus.pdf>, last accessed on 9 August 2018 at 2:17 a.m
25
.. \
26
shall be two or more persons present holding PDRs or be-
ing proxies and holding in the aggregate two-thirds of the
outstanding PDRs for the time being. An Extraordinary
Resolution shall be passed in a duly convened meeting
upon the affirmative vote or at least two-thirds of the out-
standing PDR~s. An Extraordinary Resolution passed at a
meeting of flolders duly convened and held shall be
binding upon the Holders, whether or not present at such
meeting, and each of the Holders shall be bound to give
effect to it accordingly."
27
This would b~~ disastrous to our stock market and the public in-
vestors as the ABS Holdings' and GMA Holdings' PDRs have\ been
approved by the SEC and Philippine Stock Exchange for public trad-
ing and are now vulnerable to being declared void. Worse, foreign
banks and financial institutions that have the capacity to fund expen-
sive publicly-beneficial projects of Filipino corporations with foreign
equity restrictions rnay not want to provide funding because there is
a risk that the loan agreements with similar boiler' plate restrictions as
those provided in C:lause 12.2.2 of the OMIDYAR PDR may be struck
down as being unconstitutional.
III
28
This Honorable Court " .. .agrees with petitioners' contention
that the administrative procedure under 2016 SEC Rules was not ob-
served to the letter by the SEC in this case ... "81 It also noted that
" ... the Office of the Solicitor General (OSG) does not dispute that the
above procedure ullder the 2016 SEC Rules was not observed in this
case" ,82
29
directirLg them to submit a sworn state-
ment/ explanation within fifteen days (15) from re-
ceipt, as to why they should not be held liable for
violation of the foreign equity restriction enshrined
in the 1987 Constitution and other laws. Second,
petitioners were able to explain their side when
they filed their Verified Explanation dated 26 August
2017 in response to the Show Cause Order. Third,
petitiollers were given the opportunity to be heard
when they participated in the proceedings before
the SEC: by appearing on 28 February 2017 before
the SEC Company Registration and Monitoring
Department (CRMD) in response to a Notice of
Conference called by the latter. They also filed a
Verified Order for the Production of Documents issued
by the Special Panel. Fourth, petitioners were given
the opportunity to appeal the adverse decision of
the SEC: En Banc when they filed the instant Petition
before this Court. "90
30
nerships are protected !2l the guaranty insofar as their
property is concerned." 93
Further, Section 5.1 (m) of Republic Act No. 8799 (liRA 8799"),
otherwise known as the Securities Regulation Code ("SRC"), echoes
Section 121 of BP 68 by providing the limitation on the power of the
SEC to revoke the franchise or certificate of registration of a corpora-
tion, only after proper notice and hearing, thus:
93 Emphasis supplied.
94 Emphasis and underscoring supplied.
31
corporations, partnerships or associations, upon
any of the grounds provided by law ... "95
32
corporation. 102 The Petitioners were not apprised of, much less
allowed to comment on the Investigation Report of the Special
Panel.
The SEC En Bane does not have the unbridled power to sus-
pend its own rules in an arbitrary and despotic manner. It must obey
and apply the law. In exceptional cases in the broader interest of jus-
tice and in order to best serve public interest, the SEC may apply an
alternative procedure which nonetheless should be suitable, .fair andII
33
assist the parties in obtaining a speedy and judicious disposition of
cases."104
The case of Nestle v. Puedan,1°5 is a labor case and does not in-
volve any of the rules of procedure applicable to the regulation of a
corporation. More importantly, it does not involve depriving Nestle
of the right to property.
That case is one for illegal dismissal filed against Nestle before
the National Labor Relations Commission ("NLRC"). Nestle did not
file its Position Paper with the Labor Arbiter or appear at the hear-
ings. Thereafter, the NLRC ruled that it was liable to pay damages to
the Complainants. Nestle appealed the decision of theNLRC claim-
ing that it was not afforded due process. The Supreme Court ruled
that Nestle was actually afforded due process, not merely substantial
due process, thus:
34
as the LA m.entioned, the former chose not to file any
position paper or appear in the scheduled confer-
ences."106
106 Ibid.
107 G.R. No. 181381,20 July 2015, 763 SCRA 197.
108 G.R. No. 193791, 6 August 2014, 732 SCRA 264.
109 G.R. No. 181381, 20 July 2015, 763 seRA 197.
110 Ibid., p. 213.
35
Clearly, therefore, there was no failure on the part of the SEC to
send notice and con.duct a hearing. As explained above, the circum-
stances in this case are different. There was no hearing, much less
notice given to the Petitioners by a body authorized to hear this mat-
ter. The SEC En Bane simply revoked Petitioners' certificates of incor-
poration on the basis of a report made by the Special Panel, which
report was not even furnished to Petitioners.
further violations and in order to protect the interest of its plan hold-
ers al1d the public." On appeal, Primanila argues that it was not af-
forded prior notice and hearing to defend itself against the cease and
desist order. The Supreme Court upheld the cease and desist order
because Section 64 of the SRC actually allows the SEC to issue such
order without the Ilecessity of prior hearing but subject to providing
the party against whom such order was issued an opportunity to
subsequently question the order.112
Evidently, this case did not involve the failure of the SEC to ap-
ply the appropriate rule on the matter. The issue was whether such
rules afforded Prinlanila due process of law. In the case of the Peti-
tioners, the SEC did not apply its own procedure, which resulted in
the denial of their right to a hearing and the full opportunity to pre-
sent their position before the SEC.
36
"Thus, Twhile the Court in Arboleda recognized that
the lack of a formal hearing does not necessarily trans-
gress the due process guarantee, it did not however re-
gard the formal hearing as ~ mere superfluity. It contin-
ued that it is ~ procedural right that may be invoked by
the party. It is true that in subsequent ~ases, the Court re-
iterated that a formal hearing is not obligatory in admin-
istrative proceedings because the due process require-
ment is satisfied if the parties are given the opportunity to
explain their respective sides through position papers or
pleadings. Nonetheless, the idea that ~ formal hearing is
not indispensable should not be hastily thrown around
Qy administrative bodies.
xxx
38
" ,
I"
RAPPLER:PROPERLY INVOKED ITS RIGHT TO
FREE EXPRESSION· AND . FREEDOM OF THE
PRESS~ THE' SERIOUS PROCEDURAL AND SUB-
STANTIVE· IRREGULARIES COMMITTED BY THE
SEC ARE PROOF THAT THE PROCEEDINGS IT
CONDUCTED· WERE NOT IN· THE . . EXERCISE OF
ITS REGULATORY POWER BUT WERE INTENDED
TO PERSECUTE AND SILENCE RAPPLER.
Given the context under which the SEC investigated and there-
after, dissolved RAPPLER and RHC, Petition~rs are left without any
choice but to assail such actions as politically motivated.
_._------
119 Ibid.
120 Decision, 26 July 2018, pp. 15-16.
39
over RAPPLER and that no scheme was committed to grant such
control, Petitioners have to speak against these acts of persecution.
40
Additionally, RHC's directors were charged by the Bureau of
Investigation ("BIR") with tax evasion before the DO] simultaneous
with its conduct of a tax audit.
PRAYER
RESPECTFULLY SUBMITTED.
41
Taguig City for Manila City, 17 August 2018.
By:
V\
o ED. LIM
PTR No. A-36950 1; 1/05/18; Taguig City
I
PATRICIA T -CLEMENTE
PTR No. A-3695 1; 01/0 /18; Taguig City
IBP No. 023210; 01/05/18; RSM
Roll No. 44998
MCLE Compliance No. VI-0002358; 05/16/17
J BL N P.B. LABAY
PTR No A-369 ; 01/05/18; Taguig City
IBP 0.023265; 01/05/18; Makati City
Roll No. 60444
MCLE Compliance No. VI-0005763; 01/15/18
42
NOEL CHRISTIAN O. LUCIANO
PTR No. A-3695166; 01/05/18; Taguig City
IBP No. 023268; 01/05/18; Makati City
Roll No. 70075
MCLE Compliance No. VI-0005770;Ol/15/18
PAU~D.P~A
Pm No. A-3695~~7
01/05/18i Taguig City
IBP No. 023275; 01/05/18; Makati City
Roll No: 68508
MCLE Compliance No. NA; (Admitted in May 2017)
Copy furnished:
R. ft ~: cz..~q.12:~-, 2Q'1 ~
OFFICE OF THE SOLICITOR GENERAL AUG 1 7 2018
134 Amorsolo St., Legaspi Village, ()ate: . I. • l-.on@'i_
43
EXPLANATION FOR FILING AND SERVICE
BY REGISTERED MAIL
JO-ANNEk
44
l'DR Certificate No. 003
/
IANNEX "A" I
PHILJPP.TNJ~ DEPOSITARY RECEIPT CERTIFICATE
This Certitles that OlVIlDYAH NETWORK FUND LLC is the registered holder of the Philippine
Depositary Receipts CPDRs") contained herein and is entitled, upon payment of the PDR
Exercise Price in accordance with the .PDR Instrument executed by Rappler Holdings
Corporation dated as of October 2, 2015 (the "PDR Instrument"), to the denvery of one (1)
existing slUlIe of stOl:k of Rappler, Inc; for every one (1) PUR held.
The right granted under thjs PDR may be exercised commencing on October. 2, 2015 and at any
time thereafter.
This .PDR forms part of a.n authorized issue of PDRs granting the Holder the right to deli very of
the shares at the PDR Exercise Price in accordance with the PDR Instrument, which PDrts ha.ve
been issued subject to and with tbe benefit of the PDR Instrument and are enforceable hy the
Holder against the Issuer. Copies of the PDR Instrument are available for inspection by the
Holders at, and may be obtained by them fi'om, the principal place of business of
t.he Issuer. The
Holder shall b(~ deemed to have notice of the provisions contuined in the said PD.R. Instrument
(and any instrument supplemented thereto).
lhe PDR represented by this Certificate does NOT represent shares of stock but on~l' cOl'!fers a
right to the deliveTY 01' sale of existing shares ofSlock ofRappler, Inc. owned by the issuel' under
the. terms Clnd conditions stated herein and in the PDR 111sti-z1l11ent.
In Witness whereof. the Issuer has caused this Celtificnte to be signed by its duly authorized
officers and to be seaJed with the Seal of the Corporation this lill day of December 2015.
IVIA1UA A. RESSA
President
-7t:P~-it."--
Corpomte Secretary
I ANNEX "B" I
ACKNOWLEDGEMENT
Before me,· RAQUEL R. SOLANO, Deputy Consul General of the Republic of the
ppines for Northern California, Alaska, Colorado, Idaho, Montana, Northern Nevad~,
on, Utah, Washington and Wyoming, duly commissioned and qualified, personally
ared on 21 February 2018:
SCOTT WIELIN WU
and known to me to be the same person/s who executed the attached instrument, and being
of its contents, acknowledged that the same is of his/her/their own free will and deed.
his Consulate General assumes no responsibility for the contents of said document.
c"
WITNESS WHEREOF, I have set my hand and affixed the seal of the Consulate General on
1,2018.
~ts~
c·
•. -- • / ...... . J'"
fi~(
Oeputy Consul General
) ~ r'_
$25.00
8303
4420
2774
9
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441 BUiltH Stroot. ()~h Floor. 1111111PP,no ConteH OulldltlU. Sun FrnnC:iuC(), ell. Q410U
I (11 'I'" t.) ·n:3 Goon· I 11)( 1(4' !,) 421~'041 • [mUll. '''I()@phllipPII\Obt}t'"lrull~'hLOOI\J
www plllltppl".,ftfl{mfrnncltlco oro
DEED OF DONATION
OF PHILIPPINE DEPOSITARY RECEIPTS
This Deed of Donation of Philippine Depositary Receipts (this "Deed") is executed by and among:
JENNIFER Y. CHUA, a Filipino citizen, of t'egal age, with office address at Level .
3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
\ MARIE FEL D. DALAFU, a Filipino citizen, of legal age, with office address at
. Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
STACY LYNNE M. DE JESUS, a Filipino citizen, of legal age, with office address
at Level 3, North Willl~, ... Estancia Offices, Capitol Commons, Pasig City,
Philippines; ..
DOMINIC GABRIEL L. GO, a Filipino citizen, of legal age, with office address
at . Level 3,~ North Wing, E~tancia Offices, Capitol Commons, Pasig City,
Philippines;
MIRIAM GRACE A. (;0, a Filipino citizen, of legal age, with office address at
Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
-. ~'"
1
GEMMA B. MENDOZA, a Filipino citizen, of legal age, with office address at
Level 3, North Wing, Estancia Offices; Capitol Commons, Pasig City, Philippines;
MARIAA. RESSA, a Filipino citizen, of legal age, with office address at Level 3,
North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines; and
ANNE LOUISE B. YOSUICO, a Filipino citizen, of legal age, with office address
at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines.
, (ON and the DONEES are also collectively referred to as the "Parties")
RECITALS:
...
A. ON is a philanthropic investment firm which, among other endeavors, supports the work
of investigative journalists, independent news and fact-checking organizations around the
world. ON and other affiliated entities have invested in andlor given grants/donations to
various entities and persons engaged in investigative journalism, independent news and
fact-checking. Thus, in 2015, ON invested in the Philippine Depositary Receipts ("PDRs")
of Rappler Holdings Corporation ("RHC"). Such investment is one of more than 500
investments and grants made around the world by ON and other affiliated entities.
B. Pursuant to such investment, ON is the registered holder of7 ,217 ,257 PDRs issued by RI-IC
asset forth in.Philippine Depositary Receipt Certificate No. 003 dated 1 December 2015,
which is attached hereto as Annex '~".
C. Through its 11 January 2018 Decision issued in In Re: Rappler, Inc. and Rappler Holdings
Corporation (the "SEC Decision"), however, the Securities and Exchange COlnmission of
the Philippines ("SEC") ruled that the PDRs are void and ordered. the revocation of the
certificates of incorporation of RHC and Rappler, Inc. ("RAPPLER"). ON understands
that the SEC Decision, which is not yet final and executory, is the subject of,a Petition for
Review filed,by RHC and RAPPLER with the Court of Appeals on 29 January 2018.
D. The SEC Decision specifically referred to Clause 12.2.2 of the Philippine Depositary
Receipt Instrument ("PDR Instrument") as "repugnant" and the principal basis for the
finding of invalidity of the PD Rs, as such clause supposedly conferred upon ON the power
2
to "control" RAPPLER. ON believes that the SEC Decision is incorrect considering ,that,
among other grounds: (i) at no time has ON ever exercised control or exerted influence
over RAPPLER and RHC; (ii) ON never intended Clause 12.2.2 or any other provision of
the PDR Instrument to be a means to exercise "ownership" or "managemerit" or "control"
or "influence" over RAPPLER or RHC; (iii) it is clear from the wording of Clause 12.2.2
of the PDR Instrument that it was only intended to ensure that the rights of ON under the
PDR Instrunlent would not be prejudiced; (iv) ON never invoked or exercised its rights
under Clause 12.2.2 of the PDR Instrument,and RHC never requested any form of consent
from ON pursuant to such clause; (v) provisions similar to Clause 12.2.2 of the PDR
Instrument, including provisions referring to the vote of holders of PDRs, are likewise
found in PDRs issued by other entities and approved by the SEC; and (vi) prior to the
issuance of the SEC Decision, ON executed its 11 December 2017 Waiver of its rights
under Clause 12.2.2 of the PDR Instrument, which Waiver was submitted to the SEC
through a Verified Supplenlental Compliance on 22 December 2017 and was noted in the
SEC Decision. The Waiver has rendered moot the issue raised by the SEC in respect of
Clause 12.2.2 of the PDR Instrument.
E." While ON believes in ullnost good faith, and is so advised by legal counsel, that the PDR
Instrument, including Clause 12.2.2 thereof, is not contrary to the Constitution or any law
of the Philippines, and that the execution of the Waiver has, in any case, rendered moot the
issue raised by the SEC it} respect of Clause 12.2.2 of the PDR Instrument, ON deems it
beneficial to donate the pfjR~ to the DONEES, who are managers of RAPPLER and are
all Filipino citizens, in order to underscore and remove any doubt that RHC and RAPPLER
are, have always been, and continue to be, under 100% control of Filipino citizens, and so
that RAPPLER may continue with its operations unhampered by unfounded allegations
that ON exercises control or exerts any influence over RAPPLER. The donation is
consistent with the principle of supporting independent joumalisln and freedom of
expression, which ON strongly believes in.
F. ON has offered to donate the PDRs to the DONEES and the DONEES have signified their
acceptance of th~ donation of such PDRs.
G. This donation is not intended as, and shall not constitute, an admission or
acknowledgement in any way by any Party that the PDR Instrument (or any provision
thereof, including Clause 12.2.2 thereof) is unconstitutional, invalid or otherwise contrary
to law or that the stockholders, directors, officers and/or employees of ON, RHC and
RA,PPLER have cOlnmitted any violation of the Philippine Constitution, or any other
applicable law and rules.
NOW, TI-IEREFORE., for and in consideration of the foregoing premises, the Parties hereby agree
as follows: .
1. As an act of liberality on the part of ON, ON hereby transfers and conveys to the DONEES
all the rights, title, and interests of ON in and to the PDRs, as more specifically set forth
below:
3
, E
2. "\ Each of the DONEES hereby accepts this donation of the PDRs set forth opposite his or
her name in paragraph 1 above.
3. From and after the date oftq~s Deed, ON shall have no rights in and under the PDRs.
1'<
4. ON shall bear all taxes and fees payable, if any, in connection with the execution of this
Deed or the transfer by way of donation of the PDRs from ON to the DONEES.
5. Upon surrender to RHC of the endorsed PDR certificate in the name of ON together with
a copy of this Deed and proof of payment of taxes and fees due, if any, each DONEE shall
promptly request RHC to record in his or her name such number ofPDRs set forth opposite
'his .or her name in paragraph 1 above.
7. This Deed shal~ be binding on the Parties, their permitted assigns and successors-in-
interest.
8,. This Deed shall be governed by and construed in accordance with the laws of the
Philippine~.
9. This Deed mayJJe executed in counterparts, each of which shall be deemed an original and
all of which shalf constitute one and the same instrument.
4
• t
[N WITNESS WHEREOF, the party nanled below signed this Deed of Donation of Philippine
Depositary Receipts 011 February J~, 2018 at San Francisco, CalIfornia, United States of Anierica.
.ji~\
/~7' ~
V
'1
Nanle: SCOTT WU
.Title: Head .of Investlnents
o.
5
• t
IN WITNESS WHEREOF, the party named below signed this Deed of D<;>nation of Philippine
Depositary Receipts on February __ ,2018 at _ _ _ _ _ _ _ _ _ _ _ __
Donee:
GLENDA M~GLORIA
o~.
6
, t
I
if .
,~":'.• ,y.:'
~.'."'"'.'sliii/ ' IN WITNESS WHEREOF, the parties nmned below signed this Deed of Donation of Philippine
h Depositary Receipts on February 19,2018 at _ _ _ _ _ __
DONEES:
JENNIFER v. eliDA
DOMINIC GABRIEL L. GO
MIRIAl\1 GRACE A. GO
GEMMA B. MENDOZA ~
LIBERTAD G. PASCUAL
MARIA A. RESSA
·Witness:
7
./
ACKNOWLEDGMENT
I certify that on this date before me, a notary public duly authorized in the city named above to
take acknowledglnents, personally appeared:
who were identified by lne through competent evidence. of identity to be the SaI11e persons
described in the foregoing instrUITlent (Deed of Donation of Philippine Depositary Receipts), who
acknowledged before me that their respective signatures on the instrunlent were voluntarily affixed
.by thenl for the purposes stated therein, and who declared to me that they have executed the
instrument as their free and voluntary act and deed.
th
Witness nly hand and seal this 19 day of February 2018.
Doc, No.
Page No.
Book No.
Series of 2018.
8
IN WITNESS WHEREOF, the parties nmned below signed this Deed of Donation of Philippine
Depositary Receipts on February ._' 2018 at
DONEES:
JENNIFER V. CIIUA
DOMINIC GABRIEL L. GO
MIHIAM GRACE A. GO
\
NATASI-IYA MARIANNE L. GUTIERREZ
GEMMA B. MENDOZA
_ LIBERTAD G. PASCUAL
MARIAA. RESSA
Witness:
9
b~..
ACKNOWLEDGMENT
I certify that on this date before me, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:
who was identified by me through competent evidence of identity to be the san1e person described
in ",the foregoing instrurnent (Deed of Donation of Philippine Depositary Receipts), who
acknowledged before me that her signature on the instrument was voluntarily affixed by her for
the purposes stated therein, and who declared to me that she has executed the instrun1ent as her
free and voluntary act and deed.
~
.
:
Doc. No.
Page No.
Book No.
Series of 2018.
10
IN WITNESS WI-IEREOF, the patiies nmned below signed this Deed of Donation of Philippine
Depositary Receipts on February ._,2018 at _ _ _ _ _ __
DONEES:
JENNIFER V. CHUA
MIRIAM GRACE A. GO
GEMMA B. MENDOZA
LIBEH.TAD G. PASCUAL
MARIAA. RESSA
Witness:
11
• r
ACKNOWLEDGMENT
I certify that on this date before lne, a notary public duly authorized in the city nmned above to
take ackl1owledglllents, personally appeared:
who was identified by nle through competent evidence of identity to be the SaIne person described
in the foregoing instrument (Deed of Donation of Philippine Depositary Receipts), who
acknowledged
.,,-
before me that her signature on the instrument was voluntarily affixed by her for
the purposes stated therein, and 'Nho declared to me that she has executed the instrument as her
free and voluntary act and deed.
Doc. No.
Page No.
o Book No.
Series of2018.
12
, (
Annex "A"
PDR CERTIFICATE
13
\ ~.
This Ce11ifies that OMIDYAR NET\VORK FUND LLC is the registered holder of the Philippine
Depositary Receipts ("PDRs") contained herein and is entitled, upon paym.ent of the PDR
Exercise Price in accordance with the PDR Instnnnent executed by Rappler I101di~gs
Corporation dated as of October 2, 2015 (the «(PDR Instrun1enC), to the delivery of one (1)
existing share of stock of Rappler, Inc. for everyone (1) PDR held.
'\
The right granted unger this PDR may be exercised cOlnmencing on October 2, 2015 and at any
time thereafter.
This PDR forms part of an authorized issue of PDRs granting the fIolder the right to delivery of
the shares at the PDR Exercise Price in accordance with the PDR InstrulTIent, which PDRs have
been issued subject to and with the benefit of the PDR Instrument and are enforceable by the
Holder against the Issuer. Copies of the PDR Instnll11ent are available for inspection by the
Holders at) and may be obtained by them fron1, the principal place of business of the Issuer. The
~older shall be deenled to l'iave notice of the provisions contained in the said Pl)R Instnlment
(and any instalment supplelnented thereto).
The PDR represented by this Certificate does NOT represent shares ojstock but on~y COf?/ers a
right to the delivelY or sale of existing shares oj stock oj Rappler, Inc. owned by the Issuer under
the terms and conditions stated herein and in the PDR InstrzllT(ent.
In Witness whereof; the Issuer has caused this Certificate to be signed by its duly authorized
officers and to be sealed with the Seal of the Corporation this I st day of Decernber 2015.
C~/O~·---.-:-
~--..
~
l\1Aru.A A. RESSA JosEMA. G. OFILENA
President Corporate Secretary
·/
-""'-'-="--'"-,. - -"-'-~--'
':~~~;iT:~~~' r ,/~'::
.. , ~
.~JI)< ","
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_-..-dtf~_~··'1~.··___
SIGNATURE OF SEARER J S!~ mhjn.ILAJRE I FIRMA DEL nnJLAR
PASSPORT
PASSEPORT
PASAPORTE
This Deed of Donation of Philippine Depositary Receipts (this "Deed") is executed by and mnong:
~TENNIFER v. CIIUA, a Filipino citizen, of legal age, with office address at Level
3, North Wing, Estancia Office~, Capitol Commons, Pasig City, Philippines;
MARIE FEL D. DALAF'lJ, a Filipino citizen, of legal age, with office address at
Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
DOMINIC GABRIEL L. GO, a Filipino citizen, of legal age, with office address
at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;
MIRIAM GRACE A. GO, a Filipino citizen, of legal age, with office address at V,
Level 3, North Wing, Estancia Offices, Capitol Conunons, Pasig City, Philippines; ~
./
1
.. , \
MARIA A.RESSA, a Filipino citizen, of legal age, with office address at Level
3, North Wing, Estancia Offices, Capitol COmlTIOnS, Pasig City, Philippines; and
(O"N and the DONEES are also collectively refelTed to as the "Parties")
RECITALS:
~A.
r .- )
,~-
ON is a philanthropic investment firm which, among other endeavors, supports the work
of investigative journalists, independent news and fact-checking organizations around the
~
~
world. ON and other affiliated entities have invested in and/or given grants/donations to
various entities and persons engaged in investigative journalism, independent news and
fact-checking. Thus, in 2015, ON invested in the Philippine Depositary Receipts
("PDRs") of Rappler I-Ioldings Corporation ("RHC"). Such investment is one of more
than 500 investments and grants n1ade around the world by ON and other affiliated
entities.
C. Through its 11 January 2018 Decision issued in In Re: Rapplel; Inc. and Rappler
JIo/dings Corporation (the "SEC Decision"), however, the Securities and Exchange
COl111nission of the Philippines ("SEC") ruled that the PDRs are void and ordered the
revocation of the certificates of incorporation of RHC and Rappler, Inc. ("RAPPLER").
ON understands that the SEC Decision, which is not yet final and executory, is the
subject of a Petition for Review filed by RHC and RAPPLER with the Court of Appeals
on 29 January 2018.
D. The SEC Decision specifically referred to Clause 12.2.2 of the Philippine Depositary ~
2
p~ '~~X
, Gvt
Receipt Iustruulent ("PDI!, Instrument") as "repugnant" and the principal basis for the
finding of invalidity of the PDRs, as such clause supposedly conferred upon ON the
power
to "control" RAPPLER. ON believes that the SEC Decision is incorrect considering that,
among other grounds: (i) at no tinle has ON ever exercised control or exerted influence
over RAPPLER and RHC; (ii) ON never intended Clause 12.2.2 or any other provision of
the PDR Instrument to be a means to exercise "ownership" or "managenlent" or "control"
or "influence" over RAPPLER or RHC; (iii) it is clear fronl the wording of Clause 12.2.2
of the PDR Instrument that it vvas only intended to ensure that the rights of ON under the
PDR Instrument would not: be prejudiced; (iv) ON never invoked or exercised its rights
under Clause 12.2.2 of the PDR Instrument, and RHC never requested any form of
consent frolTI ON pursuant to such clause; (v) provisions similar to Clause 12.2.2 of the
PDR Instrument, including provisions referring to the vote of holders of PDRs, are
likewise found in PDRs issued by other entities and approved by the SEC; and (vi) prior
to the issuance of the SEC Decision, ON executed its 11 December 2017 Waiver of its
rights under Clause 12.2.2 of the PDR Instrument, which Waiver was sublllitted to the
SEC through a Verified Supplemental Compliance on 22 December 2017 and was noted
in the SEC Decision. The Waiver has rendered moot the issue raised by the SEC in
respect of Clause 12.2.2 of the PDR Instrument.
E. While ON believes in utmost good faith, and is so advised by legal counsel, that the PDR
Instrunlent, including Clause 12.2.2 thereof, is not contrary to the Constitution or any law
of the Philippines, and that the execution of the Waiver has, in any case, rendered moot
the issue raised by the SEC in respect of Clause 12.2.2 of the PDR Instrument, ON deems
it beneficial to donate the PDRs to the DONEES, who are managers of RAPPLER and
are all Filipino citizens, in order to underscore and remove any doubt that RHC and
RAPPLER are, have alway~ been, and continue to be, under 100% control of Filipino
citizens, and so that RAPPLER may continue with its operations unhampered by
unfounded allegations that ON exercises control or exerts any influence over RAPPLER.
The donation is consistent with the principle of supporting independent jounlalism and
freedom of expression, 'which ON strongly believes in.
F. ON has offered to donate the PDRs to the DONEES and the DONEES have signified
their acceptance of the donation of such PDRs.
G. This donation is not intended as, and shall not constitute, an adlllission or
acknowledgel11ent in any vvay by any Party that the PDR Instrument (or any provision
thereof~ including Clause 12.2.2 thereof) is unconstitutional, invalid or otherwise contrary
to law or that the stockholders, directors, officers and/or employees of ON, RHC and
RAPPLER have conlmitted any violation of the Philippine Constitution, or any other
applicable law and rules.
NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties hereby/! ..
agree as follovvs: ~
1. As an act of liberality on the part of ON, ON hereby transfers and conveys to the
DONEES all the rights, title, and interests of ON in and to the PDRs,as morespecifically
set forth below:
Each of the DONEES hereby accepts this donation of the PDRs set forth opposite his or
her nanle in paragraph 1 above.
FrOlTI and after the date of this Deed, ON shall have no rights in and under the PDRs.
4. ON shall bear all taxes and fees payable, if any, in connection with the execution of this
Deed or the transfer by way of donation of the PDRs frOlTI ON to the DONEES.
5. Upon surrender to RI-IC of the endorsed PDR certificate in the name of ON together with
a copy of this Deed and proof of payment of taxes and fees due, if any, each DONEE
shall prOluptly request RHC to record in his or her naIue such number of PDRs set forth
opposite his or her name in paragraph 1 above.
7. This Deed shall be binding on the Parties, their permitted assigns and successorS-lll-
interest.
8. This Deed shall be governed by and construed in accordance with the laws of the
Philippines.
~i 9. This Deed may be executed in counterparts, each of which shall be deemed an original
and all of which shall constitute one and the same instrUlnent.
.....
IN WITNESS WHEREOF, the party nanled below signed this Deed of Donation of Philippine
Depositary Receipts on February __ , 2018 at San Francisco, California, United States of
America.
By::
l'..Ja1ne: SC()TT WU
Title: Head of Investments
5
IN WITNESS WHEREOF, thE~ party named below signed this Deed of Donation of Philippine
Depositary Receipts on February __ ,2018 at _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
Donee:
GL}~NDA M. GLORIA
6
rN WITNESS WI-IEREOF, the parties named below signed this Deed of Donation of Philippine
Depositary Receipts on February 19,2018 at Taguig City
DONEES:
.J~NNIFEH. V. CHUA
MAU.IEFEL D. DALAFU
MIRIAM GI~ACEA. GO
GEl\1l\1A B. MENDOZA
LIBERTAD G. PASCU,AL
MARIA A. RESSA
Witness:
,rft\~
--------- ---
7
ACI{NOWLEDGMENT
Republic of the Philippines)
City of 'r ~tg'u ig City ) 8.S.
I certify that on this date before Ine, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:
who were identified by l1le through cOlnpetent evidence of identity to be the saine persons
described in the foregoing instrunlent (Deed of Donation of Philippine Depositary Receipts), who
acknowledged before me that their respective signatures on the instrument were voluntarily affixed
by theln for the purposes stated therein, and who declared to me that they have executed the
instnunent as their free and voluntary act and deed.
Witness nly hand and seal this 19th day of February 2018.
DONEES:
JENNIJ~ER V. CHUA
MIRlAM GRACE A. GO
GEMMA B. MENDOZA
LIBERTAD G. PASCUAL
MARIAA. RESSA
Witness:
9
, ,
.. ,-!If
ACI(NOWLEDGMENT
I certify that on this date before rne, a notary public duly authorized in the city named above to
take ackno'Nledgnlents, personally appeared:
who w~s identified by me through competent evidence of identity to be the same person described
in the foregoing instrument (Deed of Donation of Philippine Depositary Receipts), who
acknowledged before me that her signature on the instrument was voluntarily affixed by her for
the purposes stated therein, and who declared to me that she has executed the instrument as her
free and voluntary act and deed.
Doc. No.
Page No.
Book No.
Series of 2018.
10
IN WI1NESS\VHEREOF, the parties named below signed this Deed of Donation of Philippine
Depositary Receipts on February ___, 2018 at .
DONEES:
JENNIFER V. CHUA
MARIEFEL D. DALAFU
MIRIA:M GRACEA. GO
GEMM:A.B. MENDOZA
LIBE:RTAD G. PASCUAL
MARIAA. RESSA
Witness:
11
ACI(NOWLEDGMENT
I certify that on this date before rne, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:
who was identified by me through competent evidence of identity to be the same person described
in the foregoing instrument (Deed of Donation of Philippine Depositary Receipts), who
acknowledged before me that her signature on the instrument was voluntarily affixed by her for
the purposes stated therein, and vvho declared to me that she has executed the instrument as her
free and voluntary act and deed.
Doc. No,
Page No .
RookNo.
Series of 20 18.
12
Annex "A"
PDR CERTIFICATE
13
POR Certificate No. 003
This Certifies that OMIDYAR NETWORK FUND LLC Is the registered holder of the Philippine
Depositary Receipts (UPDRs") contained herein and is entitled, upon payment of the PDR
Exercise Price in aCGordance with the PDR Instrument executed by Rappler Holdings
Corporation dated as of October 2) 2015 (the LCPDR Instrutnent"), to the delivery of on~ (1)
existing share of stock of Ra,ppler, Inc. for ev~ry Qne (1) PDR held.
The right granted under this PDR may be exercised commencing on October 2, 2015 and at any
time thereafter.
This PDR forms part of an auth()~ed issue ofPDRs granting the Holdet the right to delivery of
the shares at the PDR Exercise Pdce in accord~ce with the PDR Instrument, which PDRs .have
been issued subject to and with the benefit of the PDR Instrument and are enforceable by the
Hold.er aga.inst the Issuer. C,opies of the PDR lnstrument are available for inspection by the
Holders at, and may be obtained oy themfro~ the principal place of business of the Issuer. Tpe
Holder shall be deemed to have; notice of the provisions contained in the. said PDR Instrument
(and any instrument supplemented thereto).
The P DR represen(ed by this Ce1tificate does NOT represent shares of stock but only confers a
right to the de!ivelY or sale of existing shares of stock ojRappier, Inc. owned by the Issuer under
the terms and conditions stated herein and in the PDR Instroment.
In Witness whereof, the Issuer has caused this Certificate to be signed by its duly authorized
offkers and to be sealed with the Seal of the Corporation this 1It day of December 2015.
MARIA A. REsSA
.. ~.
President Corporate Secretary
I- ANNEX "B_2,,_ul
DEED OF DONATION
OF PHILIPPINE DEPOSITARY RECEIPTS
This Deed of Donation of Philippine Depositary Receipts (this "Deed") is executed by and among:
JENNIFER V. CHUA, a Filipino citizen, of legal age, with office address at Level
3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
MARIE FEL D. DALAF'U, a FiUpino citizen, of legal age, with office address at
Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
STACY LYNNE M. DE JESUS, a Filipino citizen, of legal age, with office address
at Level 3, North \"ing, Estancia· Offices, Capitol Commons, Pasig City,
Philippines;
))OMINIC GABRIEL L. GO, a Filipino citizen, of legal age, with office address
at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;
MIRIAM GRACE A. GO, a Filipino citizen, of legal age, with office address at
Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
1
,:
'\ .'\
IVIARIA A. RESSA, a Filipino citizen, of legal age, with office address at Level
3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines; and
(ON and the DONEES are also collectively referred to as the "'Parties")
RECITALS:
A. ON is a philanthropic investment firm which, among other endeavors, supports the work
of investigative journalists, independent news and fact-checking organizations around the
world. ON and other affiliated entities have invested in and/or given grants/donations to
various entities and persons engaged in investigative journalism, independent news and
fact-checking. Thus, in 2015, ON invested in the Philippine Depositary Receipts
("PDRs") of Rappler Holdings Corporation ("RHC"). Such investment is one of more
than 500 investnlents and grants made around the world by ON and other affiliated
entities.
C. ,Through its 11 January 2018 Decision issued in In Re: Rappler, Inc. and Rappler
JIoldings Corporation (the "SEC Decision"), however, the Securities and Exchange
COlnmission of the Philippines ("SEC") ruled that the PDRs are void and ordered the
revocation of the certificates of incorporation of RHC and Rappler, Inc. ("RAPPLER").
ON understands that the SEC Decision, which is not yet final and executory, is the
subject of a Petition for Review filed by RHC and RAPPLER with the Court of Appeals
on 29 January 2018.
D. The SEC Decision specifically referred to Clause 12.2.2 of the Philippine Depositary
2
Receipt Instrument ("PDR Instrument") as "repugnant" and the principal basis for the
finding of invalidity of the PDRs, as such clause supposedly conferred upon ON the
power
to "control" RAPPLER. ON believes that the SEC Oecision is incorrect considering that,
among other grounds: (i) at no time has ON ever exercised control or exerted influence
over RAPPLER and RIIC; (ii) ON never intended Clause 12.2.2 or any other provision of
the PDR Instrument to be a lneans to exercise "ownership" or "management" or "control"
or "influence" over RAPPLER or RHC; (iii) it is clear from the wording of Clause 12.2.2
of the PDR Instrument that it was only intended to ensure that the rights of ON under the
PDR Instrument would not be prejudiced; (iv) ON never invoked or exercised its rights
under Clause 12.2.2 of the PDR Instrument, and RHC never requested any form of
consent from ON pursuant to such clause; (v) provisions similar to Clause 12.2.2 of the
PDR Instrument, including provisions referring to the vote of holders of PDRs, are
likewise found in PDRs issued by other entities and approved by the SEC; and (vi) prior
to the issuance of the SEC Decision, ON executed its 11 December 2017 Waiver of its
rights under Clause 12.2.2 of the PDR Instrument, which Waiver was submitted to the
SEC through a Verified Supplemental Compliance on 22 December 2017 and was noted
in the SEC Decision. The Waiver has rendered moot the issue raised by the SEC in
respect of Clause 12.2.2 of the PDR Instrument.
. E. While ON believes in utmost good faith, and is so advised by legal counsel, that the PDR
Instrument, including Clause 12.2.2 thereof, is not contrary to the Constitution or any law
of the Philippines, and that the execution of the Waiver has, in any case, rendered moot
the issue raised by the SEC in respect of Clause 12.2.2 of the PDR Instrument, ON deems
it beneficial to donate the PDRs to the DONEES, who are managers of RAPPLER and
are all Filipino citizens, in order to underscore and remove any doubt that RHC and
RAPPLER are, have always been, and continue to be, under 100% control of Filipino
citizens, and so that RAPPLER may continue with its operations unhampered by
unfounded allegations that ON exercises control or exerts any influence over RAPPLER.
The donation is consistent with the principle of supporting independent journalism and
freedom of expression, which ON strongly believes in.
F. ON has offered to donate the PDRs to the DONEES and the DONEES have signified
their acceptance of the donation of such PDRs.
o. This donation is not intended as, and shall not constitute, an admission or
acknowledgement in any way by any Party that the PDR Instrument (or any provision
thereof, including Clause 12.2.2 thereof) is unconstitutional, invalid or otherwise contrary
to law or that the stockholders, directors, officers andlor employees of ON, RHC and
RAPPLER have committed any violation of the Philippine Constitution, or any other
applicable law and rules.
NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties hereby
agree as follows:
3
1. As an act of liberality on the part of ON, ON hereby transfers and conveys to the
DONEES all the rights, title, and interests of ON in and to the PDRs, as more specifically
set forth below:
2. Each of the DONEES hereby accepts this donation of the PDRs set forth opposite his or
her name in paragraph 1 above.
3. From and after the date of this Deed, ON shall have no rights in and under the PDRs.
4. ON shall bear all taxes and fees payable, if any, in connection with the execution of this
Deed or the transfer by vvay of donation of the PDRs frOln ON to the DONEES.
5. Upon surrender to RHC of the endorsed PDR certificate in the name of ON together with
a copy of this Deed and proof of paYlnent of taxes and fees due, if any, each DONEE
shall promptly request RHC to record in his or her name such nUlnber of PDRs set forth
opposite his or her llaITIe in paragraph 1 above.
7. This Deed shall be binding on the Parties, their permitted assigns and successors-in-
interest.
8. This Deed shall be governed by and construed III accordance with the laws of the
Philippines.
9. This Deed may be executed in counterparts, each of which shall be deemed an original
and all of which shall constitute one and the same instrument.
4
IN WITNESS WHEREOF, the party named below signed this Deed of Donation of Philippine
Depositary Receipts on February _ , 2018 at San Francisco, California, United States of
America.
By:
:Name: SCOTT WU
Title: Head of Investments
5
I '
IN WITI-.JESS WHEREOF, the party named below signed this Deed of Donation of Philippine
Depositary Receipts on February _ , 2018 at _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
Donee:
GLENDA M. GLORIA
6
IN WITNESS WHEREOF, the parties narned below signed this· Deed of Donation of Philippine
Depositary Receipts on February 19, 2018 at _ _ _ _ __
DONEES:
JENNIFER V. CHUA
DOMINIC GABRIEL L. GO
MIRIAM GRACE A. GO
GEMMA B. MENDOZA
LIBERTAD G. PASCUAL
MAIUA A. RESSA ,
Witness:
7
ACKNOWLEDGMENT
Republi(; of the Philippines)
City of Taguig ) s. s.
I certify that on this date before Ine, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:
who were identified by me through cOlnpetent evidence of identity to be the same persons
described in the foregoing instnlment (Deed of Donation of Philippine Depositary Receipts),
who acknowledged before me that their respective signatures on the instrument were voluntarily
affixed by them for the purposes stated therein, and who declared to me that they have executed
the instrunlent as their free and voluntary act and deed.
th
Witness my hand and seal this 19 day of February 2018.
Doc. No.
Page No.
Book No.
Series of2018.
8
\ I'
IN WITNESS WHEREOF, the parties named below signed this Deed of Donation of Philippine
Depositary Receipts 011 February -J!i, 2018 at Taguig City .
DONEES:
.JENNIFER V. CHUA
DOMINIC GABRIEL L. GO
MIRIA:M GRACE A. GO
MAPJAROSARIO F. HOFILENA
GEMMA B. MENDOZA
LIBERTAD G. PASCUAL,
MARIA A. RESSA
Witness:
9
. ,
ACKNOWLEDGMENT
I certify that on this date before Ine, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:
. who was identifieq by me through competent evidence of identity to be the same person described
in the foregoing instrument (Deed of Donation of Philippine Depositary Receipts), who
acknowledged before me that her signature on the instrument was voluntarily affixed by her for
the purposes stated therein, and who declared to me that she has executed the instrument as her
free and voluntary act and deed.
"'"
...::""-,~.•.;".""".,
Doc. No. l2lo
Page No. '1'1-
,.f---
.•;:"' v ••·••
l'\.MOR P \\,
- (.. ~ r ............ ~ L\~.
••••' "0' t. Notary PUblic f1 aglllg 1
.
P. ROMA
C'ty
.... «-·oe
""".' • • ~. I
I ·0 Un";l :_)ecemb 31,2018
u ~ G CITY
Book No. \) ~:J::/ ... -p I, PTRNo.A-3(,()5254: Oi/05i20i8 - tl\~~ \ ~ ter
10
'I'
IN WIlliESS WHEREOF, the p,u1ies nruned below signed this Deed of Donation of Philippine
Depositary Receipts on February ._,2018 at _ _ _ _ __
DONEES:
JENNIFER V. CHUA
DOl\fINIC GABRIEL L. GO
MIRIA.M GRACE A. GO
NATASHYAMARIANNE. L. GUTIERREZ
GEMMA B. MENDOZA
LIBERTAD G. PASCUAL
MARIA A. RESSA
Witness:
11
ACKNOWLEDGMENT
I certify that on this date before Ine, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:
who was identified by me through competent evidence of identity to be the same person described
in the foregoing instrument (Deed of Donation of Philippine Depositary Receipts), who
acknowledged before me that her signature on the instrument was voluntarily affixed by her for
the purposes stated therein, and ,vho declared to me that she has executed the instrument as her
free and voluntary act and deed.
Doc. No.
Page No.
Book No.
Series of2018.
12
I
, .
Annex "A"
PDR CERTIFICATE
13
PDR Certificate No. 003
This Certifies that OMIDYAR Nl~TWORK FUND LLC is the registered holder of the Philippine
Depositary Receipts ("PDRs") (}ontruned herein and is entitl~ upon payment of the PDR
Exercise Price in accordance with the PDR Instrument executed by Rappler Holdings
CorPoration d.ated as of October 2, 2015 (the "PDR Instru~ent"), to the delivery o.f on~ (1)
existing share of stock of Rap pIer, Inc. for ev~ry one (1) PDR held.
The right granted under this PDR may be exercised commencing on October 2, 2015 and at .any
time thereafter.
This PDR forms part of an authori?;ed issue of PDRs granting the Holdet the right to d~livery of
the shares at the PDR Exercis~~ Price in accordance with the PDR Instrument, which PDRs .have
been issued subject to and with the benefit of the PDR Instrument and are enforceable by the
Hold.~r against the Issuer. C,opies of the PDR Instrument are available for inspection by the
Holders at, and may be obtained \?y them fro~ the principal place of business of the Issuer. The
Holder shan be deemed to have notice of the provisions contained in the. said PDR Instrument
(and any instrument supplemented thereto).
The PDR represented by this Certificate does NOT represent shares of stock but only corifers a
right to the delivery or sale of existing shares of&tock ojRappler, Inc. owned by the Issuer under
the terms and conditions stated herein and in the PDR Inst:nlment.
In Witness whereof, the Issuc~r h~ caused this Certificate to be sig.ned by its duly authorized
officers and to be sealed with the Seal of the Corporation this 1st day of December 2015.
!:
MARlA A. RESSA
.~.
President Corporate Secretary
I ANNEX "8-3 11
DEED OF DONATION
OF PHILIPPINE DEPOSITARY RECEIPTS
This Deed of Donation of Philippine Depositary Receipts (this "Deed") is executed by and among:
JENNIFER V. CHUA, a Filipino citizen, of legal age, with office address at Level
3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
MARIE FEL D. DALAFU, a Filipino citizen, of legal age, with office address at
Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
STACY LYNNE M. DE JESUS, a Filipino citizen, of legal age, with office address
at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;
DOMINIC GABRIEIJ L. GO, a Filipino citizen, of legal age, with office address
at Level 3, North Wing, Estancia Offices, Caf> ito I Commons, Pasig City,
Philippines;
1\1:IRIAM GRACE A. GO, a Filipino citizen, of legal age, with office address at
Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
1
GEMMA B. MENDOZA, a Filipino citizen, of legal age, with office address at
Level 3, NOlth Wing, Estancia Offices, Capitol Commons~ Pasig City, Philippines;
MARIA A. RESSA, a Filipino citizen, of legal age, with office address at Level
3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines; and
(ON and the DONEES are also collectively referred to as the "Parties")
RECITALS:
A. ON is a philanthropic investment firm which, among other endeavors, supports the work
of investigative journalists, independent news and fact-checking organizations around the
world. ON and other affiliated entities have invested in and/or given grants/donations to
various entities and persons engaged in investigative journalism, independent news and
fact-checking. Thus, in 2015, ON invested in the Philippine Depositary Receipts
("PDRs") of Rappler Holdings Corporation ("RHC"). Such investment is one of more
than 500 investments and grants made around the world by ON and other affiliated
entities.
C. Through its 11 January 2018 Decision issued in In Re: Rappler, Inc. and Rappler
I-loldings Corporation (the "SEC Decision"), however, the Securities and Exchange
Corrlmission of the Philippines ("SEC") ruled that the PDRs are void and ordered the
revocation of the certificates of incorporation of RHC and Rappler, Inc. ("RAPPLER").
ON understands that the SEC Decision, which is not yet final and executory, is the
subject of a Petition for Review filed by RHC and RAPPLER with the Court of Appeals
on 29 January 2018 .
. D. The SEC Decision specifically referred to Clause 12.2.2 of the Philippine Depositary
2
Receipt Instrument ("PDR Instrument") as "repugnant" and the principal basis for the
finding of invalidity of the PDRs, as such clause supposedly conferred upon ON the
po-wer
to "control" RAPPLER. ON believes that the SEC Decision is incorrect considering that,
among other grounds: (i) at no time has ON ever exercised control or exerted influence
over RAPPLER and M[C; (ii) ON never intended Clause 12.2.2 or any other provision of
the PDR Instrument to be a means to exercise "ownership" or "management" or "control"
or "influence" over RAPPLER or RHC; (iii) it is clear from the wording of Clause 12.2.2
of the PDR Instrulnent th~lt it was only intended to ensure that the rights of ON under the
PDR Instrument would not be prejudiced; (iv) ON never invoked or exercised its rights
under Clause 12.2.2 of the PDR Instrument, and RHC never requested any form of
consent from ON pursuant to such clause; (v) provisions similar to Clause 12.2.2 of the
PDR Instrument, including provisions referring to the vote of holders of PDRs, are
likewise found in PDRs issued by other entities and approved by the SEC; and (vi) prior
to the issuance of the SEC Decision, ON executed its 11 December 2017 Waiver of its
rights under Clause 1222 of the PDR Instrument, which Waiver was submitted to the
SEC through a Verified Supplemental Compliance on 22 December 2017 and was noted
\ in the SEC Decision. The Waiver has rendered moot the issue raised by the SEC in
respect of Clause 12.2.2 of the PDR Instrument.
E. vVhile ON believes in utlnost good faith, and is so advised by legal counsel, that the PDR
Instrument, including Clause 12.2.2 thereof, is not contrary to the Constitution or any law
of the Philippines, and that the execution of the Waiver has, in any case, rendered moot
the issue raised by the SEC in respect of Clause 12.2.2 of the PDR Instrument, ON deems
it beneficial to donate the PDRs to the DONEES, who are managers of RAPPLER and
are all Filipino citizens, in order to underscore and remove any doubt that RHC and
RAPPLER are, have always been, and continue to be, under 100% control of Filipino
citizens, and so that RAPPLER may continue with its operations unhampered by
unfounded allegations that ON exercises control or exerts any influence over RAPPLER.
The donation is consistent with the principle of supporting independent journalism and
freedom of expression, which ON strongly believes in.
F. ON has offered to donate the PDRs to the DONEES and the DONEES have signified
their acceptance of the donation of such PDRs.
G. This donation is not intended as, and shall not constitute, an admission or
acknowledgement in any \-vay by any Party that the PDR Instrument (or any provision
thereof, including Clause·12.2.2 thereof) is unconstitutional, invalid or otherwise contrary
to law or that the stockholders, directors, officers and/or employees of ON, RHC and
RAPPLER have comlnitted any violation of the Philippine Constitution, or any other
applicable law and rules.
c~, NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties hereby
. agree as follows: .
3
1. As an act of liberality on the part of ON, ON hereby transfers and conveys to the
DONEES all the rights, title, and interests of ON in and to the PDRs, as more specifically
slet forth below:
2. Each of the DONEES hereby accepts this donation of the PDRs set forth opposite his or
her name in paragraph 1 above.
3. From and after the date of this Deed, ON shall have no rights in and under the PDRs.
4. ON shall bear all taxes and fees payable, if any, in connection with the execution of this
De~~d
or the transfer by way of donation of the PDRs froin ON to the DONEES.
5. Upon surrender to RHC of the endorsed PDR certificate in the name of ON together with
a copy of this Deed and proof of payment of taxes and fees due, if any, each DONEE
shall promptly request RI-IC to record in his or her nrune such nunlber of PDRs set forth
opposite his or her name in paragraph 1 above.
7. This Deed shall be binding on the Parties, their permitted assigns and successors-in-
interest.
8. This Deed shall be gov'erned by and construed in accordance with the laws of the
Philippines.
This Deed may be executed in counterparts, each of which shall be deemed an original
and all of which shall constitute one and the same instrument.
4
· ~:~ .. "
IN WI1NESS WHEREOF, th(, party named below signed this Deed of Donation of Philippine
Depositary Receipts on February __, 2018 at San Francisco, California, United States ofAmerica.
By:
l'~rune:SCOTT WU
Title: Head of Investments
5
IN WITNESS WHEREOF, th(~ party nanled below signed this Deed of Donation of Philippine
Depositary Receipts on February _ , 2018 at _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
Donee:
GLENDA M. GLORIA
6
.r' ! ~' I
. "
IN WITNESS WI-IEREOF, the parties named below signed this Deed of Donation of Philippine
Depositary Receipts on February 19,2018 at .
DONEES:
JENNIFER V. CHUA
MIRIAM GRACE A. GO
GEMMA B. MENDOZA
LIBERTAD G. PASCUAI.J
MARIA A. RESSA
Witness:
7
." , ,r
ACKNOWLEDGMENT
Republic of the Philippines)
I certify that on this date before me, a notary public duly authorized in the city named above to
take ackno'wledgments, personally appeared:
who were identified by me through competent evidence of identity to be the same persons
described in the foregoing instrument (Deed of Donation of Philippine Depositary Receipts),
who aC~llowledged before me that their respective signatures on the instrument were voluntarily
affixed by them for the purposes stated therein, and who declared to me that they have executed
the instrum.ent as their free and voluntary act and deed.
Doc. No.
Page No.
Book No.
Series of 2018.
8
IN WITNESS WHEREOF, the parties named below signed this Deed of Donation of Philippine
Depositary Receipts on February _ , 2018 at _ _ _ _ __
DONEES:
JENNIFER V. CHUA
MIR.lAM GRACE A. GO
GE:Ml\tlA B. MENDOZA
LIB:ERTAD G. PASCUA1L
MARIAA. RESSA
Witness:
9
,~ 'I
ACKNOWLEDGMENT
who was identified by Ine through competent evidence of identity to be the same person described
in the foregoing instrument (Deed of Donation of Philippine Depositary Receipts), who
ackno\vledged before rne that her signature on the instrument was voluntarily affixed by her for
the pUll)oses stated therein, and who declared to me that she has executed the instrument as her
free and voluntary act and deed.
Doc. No.
Page No.
Book No.
Series of2018.
10
IN WITNESS WHEREOF, the parties named below signed this Deed of Donation of Philippine
Depositary Receipts on FebruRry j£L, 2018 at Taguig City
DONEES:
JENNIFER V. CHUA
fl··
DOMINIC GABRIEL L. GO
MIR.IAM GRACE A. GO
GEMMA B. MENDOZA
LIBERTAD G. PASCUAL
MARIAA. RESSA
Witness:
11
t, ot}'
ACKNOWLEDGMENT
I certify that on tIns date before me, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:
who was identified by Ine through competent evidence of identity to be the same person described
in the foregoing instrument (Deed of Donation of Philippine Depositary Receipts), who
acknowledged before Ine that her signature on the instrument was voluntarily affixed by her for
the pUll)oses stated therein, and who declared to me that she has executed the instrument as her
free and voluntary act and deed.
FEB 2 6 2018
Witness my hand and seal this __ day of February 2018.
12
I. ,
\,
, ,
Annex "A"
PDR CERTIFICATE
13
PDR Certificate No. 003
This Certifies that OMIDYAR NETWORK FUND LLC is the registered holder of the Philippine
Depositary Receipts (UPDRs") contained herein and is entitled, upon payment of the PDR
Exercise Price in accordan(~e with the PDR Instrument executed by Rappler Holdings
Corporation d.ated as of October 2, 2015 (the "PDR Instru~ent"), to the delivery of one (1)
existing share ofstpck of Rappler, Inc. for ev~ry one (1) PDR held.
The right granted under this PDR may be exercised commencing on October 2, 2015 and at any
time thereafter.
This PDR forms part of an authori?;ed issue ofPDRs granting the Holder' the right to delivery of
the shares at the PDR Exercise Price in accordance with the PDR Instrument, which PDRs .have
been i"ssued subject to and with the benefit of the PDR Instrument and are enforceable by the
Hold.er against the Issuer. C.opies of the PDR Instrument are available for inspection by the
Holders at, and may be obtained by them fro~ the principal place of business of the Issuer. The
Holder shall be deemed to have notice of the provisions contained in th~. said PDR Instrument
(and any instrument supplement~~ thereto). '
The PDR represented by this Certificate does NOT r~present shares oj stock but only confers a
right to the delivery or sale of existing. shares of stock ofRapp/er, Inc. owned by the Issuer under
the terms and conditions stated herein and in the PDR Insfrllment.
In Witness whereof: the Issuer has caused this Certificate to be signed by its duly authorized
offkers and to be sealed with the Seal of the Corporation this 1It day of December 2015.
ACK.NOWLEDGMENT
Doc. No: fJ
f) C oJ Cj DEED OF DONATION OF PHILIPPINE DEPOSITARY
Service No: 034-Ott4' I", RECEIPTS
Series oew 18
" j
Fee. $25.00
his document is not valid if iit is altered in any way whatsoever
is certification is for five (5) years, unless specified by the attached docu~ent."
This Deed of Donation of Philippine Depositary Receipts (this "Deed") is executed by and among:
JENNIFER V. CHUA, a Filipino citizen, of legal age, with office address at Level
3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
MAlliE FEL D. DALAFU·, a Filipino citizen, of legal age, with office address at
Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
~\ STACY LYNNE M. DE JESUS, a Filipino citizen, of legal age, with office address
at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;
DOMINIC GABRIEL L. GO, a Filipino citizen, of legal age, with office address
at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;
MIRIAM GRACE A. G(), a Filipino citizen, of legal age, with office address at
Level 3, North:Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
1
GEMMA B. MENDOZA:, a Filipino citizen, of legal age, with office address at
Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;
MARIA A. RESSA, a Filipino citizen, of legal age, with office address at Level 3,
North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines; and
ANNE LOUISE B. YOS1JICO, a Filipino citizen, of legal age, with office address
at Level 3, North Wing, E~tancia Offices, Capitol Commons, Pasig City,
Philippines.
(ON and the DONEES are also collectively referred to as the "Parties")
\
RECITALS:
A. ON is a philanthropic investInent finn which, among other endeavors, supports the work
of investigative journalists, independent news and fact-checking organizations around the
world. ON and other affiliated entities have invested in and/or given grants/donations to
various entities and persons engaged in investigative journalism, independent news and
fact-checking. Thus, in2015, ON invested in the Philippine Depositary Receipts ("PDRs")
of Rappler I--Ioldings Corporation ("RHC"). Such investment is one of more than 500
investments and grants D.lade around the world by ON and other affiliated entities.
B. Pursuant to such investment, ON is the registered holder of7,217,257 PDRs issued by RHC
as set forth in Philippine Depositary Receipt Certificate No. 003 dated 1 December 2015,
\\Thich is att~ched hereto as Annex ('A".
C. Through its 11 January 2018 Decision issued in In Re: Rappler, Inc. and Rappler Holdings
Corporation (the "SEC Decision"), however, the Securities and Exchange Commission of
the Philippines ("SEC") ruled that the PDRs are void and ordered the revocation of the
certi:(icates of incorporation of RHC and Rappler, Inc. ("RAPPLER"). ON understands
that the SEC Decision, which is not yet final and executory, is the subject of a Petition for
Review fil_~~ by RHC and RAPPLER with the Court of Appeals on 29 January 2018.
D. The SEC Decision speci1lcally referred to Clause 12.2.2 of the Philippine Depositary
Receipt Instrument ("PDR Instrument") as "repugnant'; and the principal basis for the
finding of invalidity of the PDRs, as such clause supposedly conferred upon ON the power
2
to "control" RAPPLER. ON believes that the SEC Decision is incorrect considering that,
among other grounds: (i) at no time has ON ever exercised control or exerted influence
over RAPPLER and RHC;, (ii) ON never intended Clause 12.2.2 or any other provision of
the PDR Instrument to be a means to exercise "ownership" or "management" or "control"
or ";influence" over RAPPLER or RHC; (iii) it is clear from the wording of Clause 12.2.2
of the PDR Instrument that it was only intended to ensure that the rights of ON under the
PDR Instrument would not be prejudiced; (iv) ON never invoked or exercised its rights
under Clause 12.2.2 of the PDR Instrument, and RHC never requested any form of consent
frOlTI ON pursuant to such clause; (v) provisions similar to Clause 12.2.2 of the PDR
Instrument, including provisions referring to the vote of holders of PDRs, are likewise
found in PDRs issued by other entities and approved by the SEC; and (vi) prior to the
issuance of the SEC Decision, ON executed its 11 December 2017 Waiver of its rights
under Clause 12.2.2 of the PDR Instrument, which Waiver was submitted to the SEC
through a Verified Supplemental Compliance on 22 December 2017 and was noted in the
SEC Decision. The Waiver has rendered moot the issue raised by the SEC in respect of
Clause 12.2.2 of the PDR Instrument.
E. While ON believes in utmost good faith, and is so advised by legal counsel, that the PDR
\
.
Instrument, including Clause 12.2.2 thereof, is not contrary to the Constitution or any law
of the Philippines, and that the execution of the Waiver has, in any case, rendered moot the
issue raised by the SEC in respect of Clause 12.2.2 of the PDR Instrument, ON deems it
beneficial to donate the J?PRs to the DONEES, who are managers of RAPPLER and are
all Filipino citizens, in order 40 underscore and remove any doubt that RHC and RAPPLER
are, have always been, and continue to be, under 100% control of Filipino citizens, and so
that RAPPLER may continue with its operations unhampered by unfounded allegations
that ON exercises control or exerts any influence over RAPPLER. The donation is
consistent with the principle of supporting independent journalism and freedom of
expression, which ON strongly believes in.
F. ON has offered to donate the PDRs to the DONEES and the DONEES have signified their
acceptance of the donation of such PDRs.
G. This donation is not intended as, and shall not constitute, an admission or
acknowledgement in any way. by any Party that the PDR Instrument (or any provision
thereof, including Clause 12.2.2 thereof) is unconstitutional, invalid or otherwise contrary
to law or that the stocldl0lders, directors, officers and/or employees of ON, RHC and
RAPPLER have committed any violation of the Philippine Constitution, or any other
applicable law and rules.
"'""
NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties hereby agree
as follows:
1. As an act of liberality on the part of ON, ON hereby transfers and conveys to the DONEES
all the rights, title, and interests of ON in and to the PDRs, as more specifically set forth
below:
3
.,
2. Each of the DONEES heny~by accepts this donation of the PDRs set forth opposite his or
her name in paragraph 1 above.
3. From and after the date of this Deed, ON shall have no rights in and under the PDRs.
4. ON shall bear all taxes and fees payable, if any, in connection with the execution of this
Deed or the transfer by way of donation of the PDRs from ON to the DONEES.
5. . Upon surrender to RHC of the endorsed PDR certificate in the name of ON together with
a copy of this Deed and proof of payment of taxes and fees due, if any, each DONEE shall
promptly request RHC to record in his or her name such number ofPDRs set forth opposite
his· or her name in paragraph 1 above.
7. This Deed shall be binding on the Parties, their permitted assigns and successors-in-
interest"
8. This Deed shall be governeq by and construed in accordance with the laws of the
Philippines.
9. This Deed may be executed in counterparts, each of which shall be deemed an original and
all of which shall constitute one and the same instrument.
4
I WITNESS WHEREOF, the party named below signed this Deed of Donation of Philippine
iJepositary Receipts on Febnmry _ , 2018 at San Francisco, California, United States of Alnerica.
By:
Name: SCOTT WU
Title: Head of Investments
5
.' i WITNESS WHEREOF, the P;\~. named bel<:f signed this Deed of Donation of Philippine
4'
Depositary Receipts on February 2018 at J#fJil ~ q¥A .
Donee:
6
" A WITNESS WHEREOF, the parties named below signed this Deed of Donation of Philippine
Depositary Receipts on February 19, 2018 at ~_ _ _ __
DONEES:
JENNIFER V. CHUA
DOMINIC GABRIEL L. GO
MIRIAM GRACE A. GO .
GEMMA B. MENDOZA
LIBERTAD G. PASCUAL
MARIAA. RESSA
Witness:
7
ACKNOWLEDGMENT
I certify that on this date before roe, a notary public duly authorized in the city nanled above to
take ackno~l¥ledgments, personally appeared:
who were: identified by me through competent evidence of identity to be the same persons
described in the foregoing instrulnent (Deed of Donation of Philippine Depositary Receipts), who
acknowledged before me that their respective signatures on the instrument were voluntarily affixed
by them. for the purposes stated therein, and who declared to me that they have executed the
instrument as their free and voluntary act and deed.
Doc. No .
. Page No.
Book No.
Series of 2018. _.
8
1~ WITNESS WHEREOF, the parties named below signed this Deed of Donation of Philippine
Depositary Receipts on February _ , 2018 at _ _ _ _ __
DONEES:
JENNIFE:R v. CllUA
DOMINIC GABRIEL L. GO
MIRIAM GRACE A. GO
GEMMA B. MENDOZA
LIBERTAD G. PASCUAL
MARIA A. RESSA
Witness:
9
ACKNOWLEDGMENT
I certify that on this date before Ine, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:
who was identified by me through competent evidence of identity to be the same person described
in '\~he foregoing instrument (Deed of Donation of Philippine Depositary Receipts), who
acknovvledged before me that her signature on the instrument was voluntarily affixed by her for
the purposes stated therein, and 'Nho declared to me that she has executed the instrument as her
free and voluntary act and deed. 0 ..
.
Wi~ess my hand and seal this __ day of February 2018.
Doc. No.
Page No.
B"ookNo.
Series of 2018.
10
,,I,, .
IN WITNESS WHEREOF, the paIties named below signed this Deed of Donation of Philippine
Depositary Receipts on Febntary __,2018 at _ _ _ _ __
,l DONEES:
JENNII~ER v. CHUA
MARIE FEL D. DALAFU
DOMINIC GABRIEL L. GO
MIRIAM (;RACE A. GO
GEMMA B. MENDOZA
LIBE11TAD G. PASCUAL
MARIA A. RESSA
. Witness:
11
ACKNOWLEDGMENT
I certify that on this date before rne, a notary public duly authorized in the city named above to
take ackno'wledgnlents, personally appeared:
who was identified by me through competent evidence of identity to be the same person described
in the foregoing instrument (Deed of Donation of Philippine Depositary Receipts), who
acknowledged before me that her signature on the instrument was voluntarily affixed by her for
the·,purposes stated therein, and 'Nho declared to me that she has executed the instrulnent as her
free and voluntary act and deed.
Doc. No.
Page No.
Book No.
Series of 2018.
12
\ ..
\ ..
Annex "A"
PDR CERTIFICATE
13
[ ANNEX "e"
REPUBUC OF THE PHIUPPINES ORIGINAL·
~£:u~~~313-P . DEPARTMENT OF ANANCE
BlJREAU OF INTERNAl,. REvENUE
Taxpayer- For Presentation to .
omce Concemed
(TO BE ACCO~LISHED t4 QUADRUPUCATEj'
CERTIF~ICATEAUTHORJZING REGISTRATION (CAR)
(FClr Transaction InvoMng Transfer of PSf'SOI18l Properties) ,CP281310M9381
.\:fJ
.t" y.
eCAR No: C-20IS-039-038S23-M
This is to certifY that based on our records and .othet:d~ments submitted to thi! Office, the transfer of the propertyfie$ described herein, is subj~~ 10 Do~rs
T~ . .
E
SI:IARf;(S} OF STOCK
0.00
Nime of 19S1Jina Corpol1ltion No. of Sham Stock C~~.~:: 'Datt.oflssue Par Value Madel Value
SellingPTil:el
:-:.;','- , . ~.. :... .Substiluled Bnsis
xxxxxx XX1OOOt'
0.00
ModeI';'::-
.. 'lOQoooC.
J?~.· j. ···~~,~l ~ . '·:TotI!·"_V_otMoIOrV~
I
p
Marke( Value
XXlOOOt
0.00
Markel Value
p. 70. "',204.00
xxxxxx
Details ufPavment:
'..".; ... ;::
Kind or Tax . BankIR,CO Co<Ie . 'V"II~on No. Total.
4.1111.06:/.21
xxxxxx
_ ..
~ __ .~ ______ ~ ____- J______I____ ~~ ________ ~ ______ ~ ________ ~~ ________ ~ __________- J
Tbis transaction was procc55e\l by Revenue Officer MADONNA D. BOQNOT under QWUP Supervisor ARCELl O. FLORES and the tllxe, due
thereon have been paid a5 indicated above, Acc~ordingly, the concerned Offit;e$ may effect transfer or the Stlbject property/ies.
This Certificate, which is under Transaction No. T~2Q!8.039~Q34288.M, is i$$ued for registratiilu pUflX'ses only. pursuant to the requirement:; of
the NiRC. as amended. The Bureau, howev~, is ~ot preclu.;fed from assessing. and conecti~any ,jeficieney internal revenu~ .tax,(es) that may be
found due from the taxpayer after review/invcsttigation.
Issued at ~Ci1Y Philippines; this 22ndda,y pOpne 2018
THIS CERTIFlCATE IS VALID FOR THREE (3) YEARS FROM THE DATE OF ISSUE.
Manner ()flssuan.ce: Q1l-IGItiAI LY [SSUED
cmil'i.eation fee : f..l.OO.OO RORJOR No. : ..
Date of Payn1eut : June 20 2Q 18
Reason: .Not Applicable.
".~ .-
... ~ ~
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CAESAR R. DU\,.AY., .
I
Commissioner oflnte.,.J ,~d. ,~~,,;;~
PIA
;V (!;;::)
AUTHORIZED. ~EVENt,rE OFfICIAL
(Siaa-0'.. 1'iI.... N.... ~
SECRETARY'S CERTIFICATE
I, JERRY S. COLOMA III, of legal age, Filipino, with office and business address at
the Unit 901, 9/F One Corporate Center, Dona Julia Vargas Ave. cor. Meralco Ave., Ortigas
Center, Pasig City, after being duly sworn to in accordance with law, hereby depose and
state that:
2. I hereby certify that Omidyar Network Fund, LLC does not own any Philippine
Depositary Receipt of the Corporation as of this date.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of August 2018
at Pasig City.
SUBSCRIBED AND SWORN to before me this 16th day of August 2018 at Pasig City,
by the affiant who is personally known to me exhibiting to me his Passport ID No.
P0277274A .issued on 19 September 2016 at DFA NCR East, valid until 18 September 2021
and IBP Roll Nq.'49550.
~~~~~o~. ~~' ..
BookNo.~; ,
-z:ilmf~'li,vu
Series of 2018;·
AFFIDAVIT OF SERVICE
I, HUM PREY G. ALECHA as Messenger Clerk of ANGARA ABELLO CONCEPCION REGALA &
CRUZ LAW OFFICES with office address at the 22nd Floor, ACCRA LAW Tower, Second Avenue corner
30 th Street, Crescent Park West, Bonifacio Global City, 1635 Taguig, Metro Manila, after being duly sworn,
depose and say:
That on 17 August 2018, I served a copy of the MOTION FOR PARTIAL RECONSIDERATION
in the case entitled "RAPPLER, INC. and RAPPLER HOLDINGS CORPORATION vs. SECURITIES
AND EXCHANGE COMN1ISSION SPECIAL PANEL CREATED PURSUANT TO SEC RESOLUTION
NO. 436 SERIES OF 2017", docketed as CA-G.R. SP No. 154292 in the Court of Appeals, Special Twelfth
Division, Manila, pursuant to Sections 5, 6, 7, 11 and 13, Rule 13 of the Rules of Court as follows:
by depositing a copy 'thereof on 17 August 2018 in the post offi~PU'G Cl {h a sealed envelope plainly
addressed to him, with postage fully prepaid, as evidenced by Registry Rec i t No. _ _ attached hereto
after the name of the addressee, and with instructions to the postmaster eturn the mail to the sender
after ten (10) days if ~ndeHvered.
SUBSCRIBED AND SWORN to before me this 17th day of Au t 2018 at Taguig, Philippines,
affiant who is personally known to me, exhibiting to me the following: