PROPOSED ACQUISITION BY FIRST STRONGHOLD CEMENT INDUSTRIES, INC. OF SHARES IN HOLCIM PHILIPPINES, INC.

M-2019-018

Executive Summary of the Statement of Concerns dated 02 December 2019

Issued by the Mergers and Acquisitions Office

31 January 2020

Abstract of the Transaction

The Transaction involves the purchase by First Stronghold Cement Industries, Inc. (“First Stronghold”) of a total of 5,531,566,062 common shares equivalent to 85.73% of the total issued and outstanding capital stock of Holcim Philippines, Inc. (“Holcim”).

First Stronghold, the acquiring entity, is a wholly-owned subsidiary of San Miguel Equity Investments, Inc. (“SMEII”), which in turn is a wholly-owned subsidiary of San Miguel Corporation (“SMC”). The ultimate parent entity of First Stronghold, SMEII, and SMC is Top Frontier Investment Holdings, Inc. (“Top Frontier”). On the other hand, Holcim, the acquired company, is mainly engaged in the manufacture, sale, and distribution of cement and cementitious products and aggregates, and the provision of technical support on various construction-related quality control, optimization, solutions development, and skills upgrade. The Transaction will allow SMEII, through First Stronghold, to venture into, and explore capital investment opportunities in, the cement market.

Notification of the Transaction

The Parties’ respective Notification Forms were filed on 06 June 2019 and the Phase I review of the Transaction commenced on 09 July 2019.