SECURITIES, ISSUER, BROKER, REGISTRATION STATEMENT, PROSPECTUS, UNDERWRITER, DEALER, CLEARING AGENCY, EXCHANGE, SALESMAN, INVESTMENT CONTRACTS AS SECURITIES

SECURITIES are shares, participation or interests in a corporation or in a commercial enterprise or profitmaking venture evidenced by a certificate, contract, instrument, whether written or electronic in character.

ISSUER is an originator, maker, obligor, or creator of the security.

BROKER is a person engaged in the business of buying and selling securities for the account of
others.

REGISTRATION STATEMENT is the application for the registration of securities required to be filed with
the SEC.

All securities must first have a registration statement duly filed with the SEC before they may be sold or
offered for sale or distribution within the Philippines. Prior to any sale, information on the securities shall
be made available to each prospective purchaser. A registration statement may be withdrawn by the
issuer only with the consent of the SEC.

PROSPECTUS is the document made by or on behalf of an issuer, underwriter or dealer to sell or
offer securities for sale to the public through a registration statement filed with the SEC.

UNDERWRITER is a person who guarantees on a firm commitment and/or declared best effort basis the
distribution and sale of securities of any kind by another company.

DEALER is any person who buys and sells securities for his/her own account in the ordinary course of
business.

CLEARING AGENCY is any person who acts as intermediary in making deliveries upon payment to
effect settlement in securities transactions.

EXCHANGE is an organized marketplace or facility that brings together buyers and sellers and executes trades of securities and/or commodities.

AN ASSOCIATED PERSON OF A BROKER OR DEALER is an employee who, directly exercises control of supervisory authority, but does not include a salesman, or an agent or a person whose functions are solely clerical or ministerial.

SALESMAN is a natural person, employed as such or as an agent, by a dealer, issuer or broker to buy and sell securities.

INVESTMENT CONTRACTS AS SECURITIES is an investment in a common venture, premised on a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others

PUBLIC COMPANIES Corporations with a class of equity securities listed on an exchange, or with assets of at least 50M Pesos and having 200 or more holders, each of them holding at least 100 shares of a class of equity securities.