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and a business in 2015.

It also set up a business entity in Singapore in


2015."2

1.3 Second. "Under PO 1018, mass media is defined ... "3


"This definition classifies mass media into two types only - print me-
dia and broadcast media."4

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

"Moreover, before Omidyar could exercise its rights' under


Clause 12.2.2 of the Omidyar POR, it executed a Waiver dated 11 Oe-
cember 2017, through which it affirms that it 'has never exercised its
rights under Section 12.2.2' and 'agrees to waive its rights under Sec-
tion 12.2.2 of the POR Instrument' ."6

In this regard, this Honorable Court found merit in Petitioners'


contention that" ... the execution of the Waiver and the recent dona-
tion of all the Omidyar POR to the Staff of Rappler show the inten-
tion of petitioners to comply in good faith with the rules and regula-
tions of the SEC. "7

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
.'

m.ake Omidyar a shareholder of Rappler".9

1.7 Sixth. "In view of the donation made by Omidyar of all


of the Omidyar POR to the Rappler staff, the negative foreign control

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

1.8 Seventh. [I]n cases where the articles of incorpora-


II •••

tion or any amendment thereto is found by the SEC to be non-


compliant with the requirements of the Corporation Code, under Sec-
tion 17 of the Corporation Code, the SEC is mandated to give incor-
porators a reasonable time within which to correct or modify the ob-
jectionable portions of their articles of incorporation or amendment
thereof."ll "Moreover, the SEC, in the past had pursued a policy that
the revocation of the certification should be the last resort."12

This Honorable Court also noted that, in the case of Gamboa v.


Teves,13 " ... the SEC issue Memorandum Circular No.8, Series of 2013
giving existing corporations, which are non-compliant with the con-
stitutional or statutory ownership requirements, a period of one year
from the effectivity of the Circular to comply with the ownership re-
quirement" .1 4

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:

"In view of the donation made by Omidyar of all


the Omidyar PDR to the Rappler staff, the negative for-
eign control found objectionable by the SEC appears to
have been permanently removed. This Court notes that
the terms and conditions of the donation m.ade by Omid-
yar was not discussed by petitioners in their Reply. Also,
petitioners did not attach a copy of the document contain-
ing the alleged donation in their Reply.

Thus, it is incumbent upon the SEC to evaluate the


terms and conditions of said alleged supervening dona-
tion and its legal effect, particularly, whether the same
has the effect of mitigating, if not curing, the violation it
found petitioners to have committed. If so, this may war-

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 •••

vening donation made by Omidyar Network of all its Philippine De-


positary Receipts to the Staff of Rappler, Inc.",16 and "[ a]ccordingly,
this case is hereby REMANDED to the Securities and Exchange
Commission for this purpose" .17

2.3. While the Petitioners were notified of the donation prior


to the filing of the Reply on 19 June 2018, the Certificate Authorizing
Registration ("CAR") of the PDRs in the names of the RAPPLER Staff
(all of whom are Filipinos) was only issued by the Bureau of Internal
Revenue ("BIR") on 22 June 2018, or after the Reply was filed. RHC
was later given copies of the Deeds of Donation and the CAR to sup-
port the transfer of the PDRs in the name of the RAPPLER Staff. This
is the reason why Petitioners were unable to append to their Reply
the pertinent documents relating to this donation.

2.4. Pursuant to this Honorable Court's directive, Petitioners


will submit to the SEC the following documents18 showing that the
donation of the PDRs to the RAPPLER Staff have been completed:

a. The OMIDYAR PDR Instrument indicating that the num-


ber of PORs held by OMIDYAR is 7,217,257;

b. Deeds of Donation issued by OMIDYAR In favor the


RAPPLER Staff;

c. CAR eCAR No. c-2018-039-038523-M dated 22 June 2018;


and

d. 16 August 2018 Certification issued by the RHC Corpo-


rate Secretary that OMIDYAR does not own any RHC PDRs.

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

Copies of the OMIDYAR PDR Instrument, Deeds of Donation,


CAR eCAR No. c-2018-039-038S23-M and Certification by the RHC
Corporate Secretary are attached hereto as Annexes" A" to "D" and
made integral parts hereof.

2.5. These documents clearly show that the donation com-


pletely and permanently obliterates the basis for the ruling by the
SEC to revoke Petitioners' certificates of registration.

2.6. First. This Honorable Court correctly ruled that OMID-


YAR never exercised any control over RAPPLER when it found merit
in Petitioners' contention, that

"The record shows that from the time RHC issued


the Omidyar PDR, 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 PDR.

Moreover, before Omidyar could exercise its rights


under Clause 12.2.2 of Omidyar PDR, it executed a
Waiver dated 11 December 2017, through which it af-
firms that it 'has never exercised its rights under Sec-
tion 12.2.2' and agrees to waive its rights under Section
I

12.2.2 of the PDR Instrument'" .1 9

Thus, assuming without admitting, that Petitioners are covered


by Section 11 (1) of Article XVI of the Constitution, they clearly did
not violate it because OMIDYAR never exercised any control over
RAPPLER at any time.

2.7. Second. While this Honorable Court pointed out that


there is a dearth of jurisprudence" on the matter of foreign equity
/I

restriction under Section 11 (1) of Article XVI of the Constitution,


guidance is found in jurisprudence concerning similar foreign equity
restrictions of the Constitution.

It is well-entrenched in Philippine jurisprudence that a' subse-


quent transfer of ownership of property that is subject to nationality
restrictions to a qualified Filipino beneficiary cures any violation of
foreign ownership restrictions committed in the earlier transaction.

19 Decision, 26 July 2018, p. 68.

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:

"Thus, the Court has ruled consistently that where a


Filipino citizen sells land to an alien who later sells the
land to a Filipino, the invalidity of the firsth·ansfer is
corrected Qy the subsequent sale to ~ citizen. Similarly,
where the alien who buys the land subsequently acquires
Philippine citizenship, the sale is validated since the
purpose of the constitutional ban to limit land owner-
ship to Filipinos has been achieved. In short, the law
disregards the constitutional disqualification of the
buyer to hold land if the land is subsequently trans-
ferred to ~ qualified party, or the buyer himself be-
comes ~ qualified party."21

In the case of United Church Board of World Ministries v.


Sebastian,22 wherein an alien resident who owned properties in the
Philippines devised to an American non-stock corporation part of his
shares of stock in a Filipino corporation that owned a tract of land in
the Philippines, the Supreme Court sustained the invalidity of such
legacy. Upon proof that the ownership of the American corporation
passed on to a Filipino corporation, the Supreme Court ruled that the
defect in the will was rectified by the subsequent transfer of the
property.

Similarly, in the case of De Castro v. Tan,23 a residential lot


which was sold to an alien was, after the alien's death, allotted to one
of the alien's son through an extrajudicial settlement who later on be-
came a naturalized Filipino. The Supreme Court did not allow the
original vendor to. annul the sale and to recover the property since
the land has becoIne the property of a naturalized Filipino citizen
who is constitutionally qualified to own land.

20 G.R. No. 133250,6 May 2003, 403 SCRA1.


21 Chavez v. Public Estates Authority, G.R. No. 133250, 6 May 2003, 403 SCRA 1. Citations
onlitted. Emphasis and underscoring supplied.
22 G.R. No. L-34672, 30 March 1988, 159 SeRA 446,451-452.
23 G.R. No. L-31956, 30 Apri11984, 129 SCRA 85.

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.

Significantly, the case of RAPPLER is more in line with the case


of La Bugal-B'Laan Tribal Association, Inc. v. Ramos29 wherein the
Supreme Court ruled that the subsequent transfer to Filipinos should
have a curing effect on the assailed transaction which was not even
illegal, void, or unconstitutional to begin with, thus:

"More accurately speaking, the present situation is


one degree better than that obtaining in Halili, in which
the original sale to a non-Filipino was clearly and indis-
putably violative of the constitutional p~ohibition and
thus void ab initio. In the present case, the issu-
ance!grant of the subject FTAA to the then foreign-
owned WMCP was not illegal, void or unconstitutional
at the time. The matter had to be brought to court, pre-
cisely for adjudication as to whether the FTAA and the
Mining Law had indeed violated the Constitution.
Since, up to this point, the decision of this Court declaring
the FTAA void has yet to become final, to all intents and
purposes, the FTAA must be deemed valid and constitu-
tional.1/3o

24 G.R. No. L-33048, 16 April 1982, 113 seRA 547.


25 G.R. No. L-36731, 27January 1983, 120 seRA 223.
26 G.R. No. L-3676, 31 January 1955, 96 Phil. 447.
27 G.R. No. L-17043, 31 January 1961, 1 SeRA 406.
28 300 Phil. 906 (1998).
29 G.R. No. 127882,1 December 2004,421 SeRA 148.
30 La Bugal-B'Laan Tribal Association, Inc. v. Ramos, G.R. No. 127882, 1 December 2004,
421 SeRA 148. Emphasis and underscoring supplied.

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:

a. This Honorable Court correctly pointed out that "[t]he


SEC does not dispute that the issuance of the PDRs is not illegal
per se. As noted by petitioners, other corporations like ABS-
CBN, GMA and Globe have issued PDRs in the past and the
same were allowed by the SEC. Further, the SEC also reviewed
the NBM PDR and found nothing illegal or irregular in its
terms."31

b. This Honorable Court also ruled that "[i]t is undisputed


that the [OMIDYAR PDR] do not make Omidyar a sharehold-
ers of Rappler" .32

c. All of the stockholders of RAPPLER and RHC are Filipi-


nos.

2.7. All of the foregoing considered, it is now beyond question


that the SEC En Bane's Decision dated 11 January 2018 revoking
RAPPLER's and RHC's certificates of registration and which is the
subject of this appeal, is devoid of any basis whatsoever, in light of
the curative effect of the donation by OMIDYAR of its RHC PDRs to
RAPPLER Staff, all of whom are Filipinos.

3. ARGUMENTS IN SUPPORT OF THIS MOTION


FOR PARTIAL RECONSIDERATION

Petitioners respectfully move for partial reconsideration of the


Decision, on any or all of the following grounds:

PETITIONERS CANNOT BE HELD LIABLE FOR VIO-


LATION OF SECTION 11 (1) OF ARTICLE XVI OF
THE CONSTIUTION BECAUSE THIS PROVISION
DOES NOT APPLY TO THEM.

A. PRESIDENTIAL DECREE NO. 1018 ("PD 1018"),


THE ONLY LAW THAT SPECIFICALLY INTER-

31 Decision, 26 July 2018, p. 68.


32 Ibid, p. 46.

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.

Petitioners respectfully submit that Section 11 (1) of Article XVI


of the Constitution restricts foreigners from owning or managing
print and broadcast media. As Petitioners are not engaged in these
activities, they are not covered, and consequently cannot be held li-
able, under this law.

This Honorable Court ruled that

Adopting the statutory definition of mass media


1/

under PD No. 1018, Rappler would not be considered ~


mass media entity because it is neither into print media
nor broadcast media. On the other hand, adopting the
statutory definition of mass media under RA No. 9211,
Rappler would be considered as a mass media entity.

In any case, Rappler cannot credibly claim that it is


not engaged in the business of mass media through its
own actions and actuations."33

Petitioners respectfully submit that for them to be held liable


for violation of Section 11 (1) of Article XVI of the Constitution, they
must be engaged in. print and broadcast media.

First. The Whereas Clauses of PD 1018 provides, as fol-


lows:

33 Decision, 26 July 2018, p. 22. Emphasis and underscoring supplied.

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;

WHEREAS, it is imperative that this constitutional


mandate be implemented by law, with appropriate sanc-
tions, to ensure that it is respected and carried out at all
times ... "

As acknowledged by this Honorable Court, PD 1018 defines


"Mass Media" into two types only - print media and broadcast me-
dia. 34

Significantly, the definition of Mass Media as found in PD 1018


is consistent with the interpretation and intention of the framers of
the Constitution. The constitutional deliberations on this matter are
quoted, as follows:

"MR. FOZ. No, in this provision we would like to


divide mass media into print and broadcast.

MR. MONSOD. Only two - print and broadcast?

MR. FOZ. Yes, broadcast would include TV and ra-


dio as one form.

xxx

MR. COLAYCO. Thank you, Mr. Presiding Officer.


I would like to address a question to Commissioner Foz
on the second paragraph of Section 11. I ullderstood the
Commissioner said by one form, does, he mean the classi-
fication of the various media? So we classify TV and radio
into one, is that right?

MR. FOZ. Yes, Mr. Presiding Officer.

MR. COLAYCO. Newspapers and,· I suppose,


magazines into another one.

34 Decision, 26 July 2018, pp. 18 and 19.

10
MR. POZ. Yes, Mr. Presiding Officer.

xxx

MR. COLAYCO ...

We define that there are only two forms. It is clear


that we cannot own the two forms. In other words, TV
and newspaper. But my question is, if we are going to fol-
low the words strictly, a person can own more than one
of the same form."35

Other than PD 1018, there is no other law that specifically in-


terprets, implements, and sanctions the violation of, Section 11 (1) of
. Article XVI of the Constitution. Being the special law which only spe-
cifically deal with violations of this constitutional provision, the defi-
nition of "Mass Media" as found in PD 1018 should be applied in de-
termining whether Petitioners violated Section 11(1) of Article XVI of
the Constitution. This is because special penal laws are controlling
with regard to offenses therein specifically punished. 36
\

Second. Since the definition of "Mass Media" under PD 1018 is


clear and unambiguous, there should be no further or other interpre-
tation given it when applying Section 11 (1) of Article XVI of the
Constitution.

A cardinal rule in statutory construction is that when the law is


clear and free from any doubt or ambiguity, there is no room for con-
struction or interpretation. There is only room for application. 37

Third. Republic Act No. 7042 ("RA 7042"), otherwise


known as An Act to Promote Foreign Investments, does not provide
the definition or interpretation of laws it implements. Rather, Section
8 of RA 7042 shows that this law makes reference to the Constitution
and specific laws, thus:

"The Foreign Investment Negative List sh,all have three


(3) component lists: A, Band C:

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 ... "

Consequently, in order for RA 7042 to be implemented, it


would need to refer to, among others, Section 11 (1) of Article XVI of
the Constitution and the special law enforcing it, which is PD 1018. In
itself, RA 7042 cannot be used as authority for defining "Mass Me-
dia" .

Fourth. Republic Act No. 9211 (liRA 9211"), otherwise


known as the Tobacco Regulation Act of 2003 ("Tobacco Regulation
Act"), does not interpret, implement, and sanction the violation of,
Section 11 (1) of Article XVI of the Constitution.

Section 3 of RA 9211 states its purpose, which has nothing to do


whatsoever with the implementation of Section 11 (1) of Article XVI
of the Constitution, thus:

SECTION 3. Purpose. - It is the main thrust of this


II

Act to:

a. Promote a healthful environment;


b. Inform the public of the health risks associ-
ated with cigarette smoking and tobacco use;
c. Regulate and subsequently ban all tobacco
advertisements and sponsorships;
d. Regulate the labelling of tobacco products;
e. Protect the youth from being initiated to
cigarette smoking and tobacco use by prohibiting
the sale of tobacco products to minors;
f. Assist and encourage Filipino tobacco farm-
ers to cultivate alternative agricultural crops to
prevent economic dislocation; and
g. Cr~ate an Inter-Agency Committee on To-
bacco (lAC-Tobacco) to oversee th~ implementa-
tion of the provisions of this Act."

Further, other than in Section 4 of RA 9211 on the definition of


terms used in the Act, the term "Mass Media" is .only found in Sec-
tion 14 (a) of RA 9211, which states that [a] 11 tobacco advertising in
II

Inass media shall contain either in English or Filipino, the following


health warning: 'GOVERNMENT WARNING: Cigarette Smoking is
Dangerous to Your Health'" and in Section 22, which states that

12
[b]eginning 1 July 2018, all forms of tobacco advertising in mass
II

media shall be prohibited except tobacco advertisements placed in-


side the premises of point-of-sale retail establishments" .

There is no allegation, much less proof, that Petitioners are en-


gaged in any of the acts (packaging, use, sale, distribution and adver-
tisements of tobacco products), which the Tobacco Regulation Act
seeks to regulate, as to warrant the application of said law.

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

"[RAPPLER and RHC are] directed to shbw cause and


submit a sworn statement/ explanation within fifteen (15)
days from receipt, as to why you should not be held liable
for violation of the Foreign. Equity Restrictions en-
shrined in Article XVI, Section 11(1) of the Constitution
(in relation ~o Article 11 Section 19 thereof) and en-
forceable through Section ~ of Presidential Decree 1018,
Limiting the ()wnership and Management of Mass Media
to Citizens of the Philippines (in relation to the sanctions
under Section 6(i) of Presidential Decree 902-A, as
amended, and Section 5.1(f) of the Securities Regulation
Code), Section 1 of Commonwealth Act 108, aka The
Anti-Dummy Act (in relation to the sanctions under Sec-
tion 6(i) of Presidential Decree 902-A, as amended, and
Section 5.1(f) of the Securities Regulation Code), and Sec-
tion 7 in relation to Section 14 of Republic Act 7042, The
Foreign Investments Act of 1991, as amended."

Notably, nowhere in this Show Cause Order does it state that


Petitioners are required to explain why they should not be held liable
for violating the Tobacco Regulati9n Act of 2003. Petitioners were di-
rected to show cause why they should not be held liable for violation
of the Foreign EquJ!y Restriction enshrined in Article XVI, Section
II

11(1) of the Constitution (in relation to Article 11 Section 19


thereof) and enforceable through Section ~ of Presidential Decree
1018".39

38 Decision, 26 July 2018, p. 6.


39 Emphasis supplied.

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.

Fifth. The activities of RAPPLER are akin to the activities


of about 2.23 Billion people around the world who post content, in-
cluding news, on Facebook alone. 40 Facebook, Twitter, YouTube and
other tech platforrrls have enabled anyone who has access to their
platforms to become publishers of content, including news, that may
be accessed anywhere in the world. These publishers mayor may
not be Filipinos but their news content may be accessed in the Philip-
pines by Filipinos. Examples of foreign news entities providing con-
tent on Facebook that may be accessed by Filipinos in the Philippines
are the Independent, the New York Times, CNN and BBC.

Further, RAPPLER does not only provide content that is pub-


lished all over the world and may be accessed by anyone in the
world, it also has a platform41 that enables persons to publish on this
platform.

If the generic definition of "Mass Media", and not that pro-


vided under PD 1018, were to be applied in the case of the Petition-
ers, then, an absurd situation would arise wherein the Philippine
government would also need to regulate all foreign content providers
whose articles may be accessed in the Philippines.

B. PETITIONERS HAVE CONSISTENTLY AS-


SERTED THAT RAPPLER IS NOT ENGAGED IN
PRINT OR BROADCAST MEDIA, THE BUSI-
NESSES REGULATED UNDER SECTION 11 (1)
OF ARTICLE XVI OF THE CONSTITION.

This Honorable Court's ruling that RAPPLER is engaged in the


business of Mass Media is premised on the finding that" ... Rappler
cannot credibly claim that it is not engaged in the business of mass
m.edia through its own actions and actuations" .42 In rendering this
ruling, this Honorable Court appears to have applied the generic
definition of mass media, and not the one found in PD 1018, which
specifically enforces, Secti011 11 (1) of Article XVI of the Constitution.

40 Available at haps:! Inewsroolu.fb.com! companv-info I , last accessed on 17 August 2018


at 10:24 a.m.
41 Available at <https:11 x.farrler .~om>, last accessed on 17 August 2018 at 10:26 a.m.
42 Decision, 26 July 2018, p. 22.

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.

This Honorable Court identified the follo~ing actions of RAP-


PLER that supposedly show that it is engaged in the business of
"Mass Media":

a. The Arnended Articles of Incorporation of RAPPLER


dated 16 April 2014 state that its primary purpose is "to design,
develop, establish, market, sell, maintain, support, distribute,
customize, sell, re-sell and/ or operate news, information and
social network services xxx via web, internet, mobile, and
other delivery formats xxx" .43

b. RAPPLER " ... characterized itself as an (all-digital news


organization' and online news site' that merges traditional
I I

television broadcasting with the internet' and combines the


I

discipline and credibility of traditional print and TV journalists'


so that it can join broadcasting network giallts" .44
I

c. "The Petitioners emphasized in their Petition that both


Rappler and RHC are wholly owned and nlanaged by Filipi-
nos .... "45 "Thus, Rappler's ownership and.management, and
even that of RHC, are structured to comply with the foreign
equity restriction applicable to mass media entities." 46

d. " ... [T]he issuance by RHC of PDR Instruments to NBM


and Omidyar, which involve Rappler, is designed to address
potential issues on compliance with foreign equity restriction
applicable to mass media entities."47 RAPPLER" ... sought ad-
vice on how to properly and legally structure its business and
to secure investments from relevant impact investors, which
would not own or control Rappler but would provide funding
and add value to business. The result of this is the issuance of
PDRs to NBM and Omidyar" .48

43 Decision, 26 July 2018, p. 23.


44 Ibid., p. 23.
45 ld.
46 ld.
47 ld.
48 ld.

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

These acts do not show that Petitioners are engaged in print or


broadcast media.

First. The actions listed as items a, band e above show that


the business of RAPPLER is different from businesses of those en-
gaged in print or broadcast media.

The latest Articles of Incorporation of RAPPLER, does not state


that RAPPLER's purpose is to engage in print or broadcast media.
On the other hand, it is clear from this document that RAPPLER's
primary purpose is to " ... operate news, information and social net-
work services xxx via web, internet, mobile, and other delivery
formats xxx"

When RAPPLER " ... characterized itself as an 'all-digital news


organization' and 'online news site' that 'merges traditional televi-
sion broadcasting with the internet' and' combines the discipline and
credibility of traditional print and TV journalists' so that it can 'join
broadcasting network giants"', it actually showed that it was en-
gaged in a business different from print or broadcast media. In fact,
ernphasis was placed on the fact that its news organization is all- /I

digital" and through the internet" .


/I

Further, in the case of Rappler, Inc. v. Bautista,51 the Supreme


Court was not called upon to make a determination of whether RAP-
PLER is covered by the Constitutional provision on mass media. The
issue in that case involves whether, by virtue, not of a provision of
law, but of a clause in the Memorandum of A.greement between
RAPPLER and the Commission on Elections, RAPPLER should also
be given equal opportunity to broadcast the debates online even if it
was not engaged in print or broadcast media. Thps, this case actually
bolsters Petitioners' position that RAPPLER's business is different

49 ld.
50 ld.
51 G.R. No. 222702,5 April 2016, 788 seRA 442.

16
f
..
\
; .

from the business of media entities engaged in print or broadcast


media.

Second. With respect to the items listed as c and d above,


RAPPLER and RHC did not structure their organizations and finan-
cial instruments in order to comply with foreign equity restrictions
applicable to print or broadcast media. Rather, .RAPPLER was cre-
ated, and is being operated, by independent Filipino journalists and
Filipino tech entrepreneurs as a start-up tech company that aims to
achieve for the Filipinos the same success achieved by other start-up
tech companies in the West and to promote journalistic independ-
ence.

Notably, RAPI)LER stockholders did not want to take in any in-


vestor that would, by virtue of the investment, be able to control
RAPPLER. The reason for this is not that Petitioners needed to com-
ply with the nationality requirements for Mass Media, but rather, for
the following reasons that the Petitioners have stated in their Verified
Answer, thus:

1/1.11. It is also important to point out, however, that


the stockholders and Directors of RAPPLER are made up
of independent investigative journalists, businessmen, and
technology specialists who all work together to come up
with decisions on important matters. Under this set up,
the journalists in the group have been given both commer-
cial and editorial powers. If the businessmen stockhold-
ers put up more capital, they may have the power to later
override the commercial or editorial powers given to the
journalist stockholders. As the journalist stockholders
were keen on maintaining their independence, they did
not want to secure additional capital from the business-
men stockholders. On the other hand, the businessmen
and technology specialist stockholders did not also want
other businessmen to be shareholders because their stake
in RAPPLER would be diluted. For these reasons, the
stockholders of RAPPLER collectively took interest only in
investors they viewed would provide value to the busi-
ness but not want to control the running of the business."52

52 Verified Explanation, 26 August 2017, p. 6.

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:

" A party may set forth two or more statements of a claim


or defense alternately or hypothetically, either in one
cause of action or defense or in separate causes of action
of defenses."

Petitioners emphasized that they are wholly-owned and con-


trolled by Filipinos because they needed to address untrue state-
m.ents made by President Rodrigo R. Duterte during his 24 July 2017
State of the Nation Address, which led to their investigation by the
SEC, to wit:

"It is a start-up company. It was set up as a small


business initially financed and operated by a few Filipi-
nos who offered a service, i.e., organized social journalism
and positive social movement through the use of the
internet, not offered in the market at that time. RAPPLER
was different from everything else in the market at that
time. Like other start-ups, RAPPLER worked with a tech-
nology incubator focused on building internet and mobile
brands. Ninety percent (90%) of start-ups fail globally,
which makes RAPPLER one of the few start-ups which
has not only succeeded but has reached beyond our bor-
ders. Recognized and singled out as Filipino, RAPPLER
has been included in numerous reports for successful en-
trepreneurs and investors globally."53

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.

53 Verified Explanation, 26 August 2017, par. 1.4, p. 4.

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:

"1.12. RAPPLER sought advice on how to prop-


erly and legally structure its business for global growth
and to secure investments from relevant impact investors.

1.13. In this regard, RAPPLER was made aware


that SkyCable, Globe Telecom, Inc., CignalTV and even
mass media companies such as ABS-CBN and GMA 7
have secured funding from their holding parent compa-
nies, which sold Philippine Depositary Receipts ("PDRs")
to foreigners. With respect to ABS-CBN and GMA 7,
their PDRs ",Tere approved by the Philippine Stock Ex-
change ("PSE") and this Honorable Commission since
these comparties and the parent holding companies are
listed in the stock exchange.

1.14. With the idea of raising funds through the


issuance by a holding company of PDRs, RAPPLER
started looking for relevant impact investors, which
would not ovV"n or control RAPPLER, and indeed would
hold no equity or voting interests in RAPPLER, but
would provide funding and value for the business. "54

Clearly, the actuations of Petitioners do not show that they are


in. the business of print or broadcast media, and therefore, they could
not have possibly violated Section 11 (1) of Article XVI of the Consti-
tution.

II

EVEN ASSUMING, WITHOUT ADMITTING, THAT


SECTION 11 (1) OF ARTICLE XVI OF THE CONSTI-
TUTION IS APPLICABLE TO THE PETITIONERS,
THEY CANl\TOT BE HELD LIABLE FOR VIOLATING
IT MERELY BECAUSE OF THE EXISTENCE OF
CLAUSE 12.2.2 IN THE OMIDYAR PDR..

A. LAW AND JURISPRUDENCE CLEARLY STATE


THAT ICONTROL OVER A CORPORATION IS
EXERCISED ONLY THROUGH OWNERSHIP

54 Verified Explanation, 26 August 2017, p. 7.

19
OF SIIARES OF STOCK AND VOTING
RIGHTS.

This. Hon~r~~)le, ,:COU$t· categorically "~uled t~at _·'!Ii]~ is· undis-


puted that ·said PDRs do not make Omidyar a shareholder of Rap-
pIer" .55 Nevertheless, it ruled that

" ... [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

would appear that this is tantamount to some foreign con-


trol" .56

This ruling, is based on the position of this Honorable Court


that

" ... the capacity to control a corporation may also exist


without owning shares of stock or voting rights in that
corporation through corporate control-enhancing mecha-
nisms that limit voting powers or reduce the voting
shares of a shareholder."57

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

other means of gaining control. .. regardless of ownership of shares of


stock or existence of voting rights" .58

Petitioners respectfully submit that control over a corporation is


exercised only through ownership of shares of stock and voting
rights.

'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

55 Decision, 26 July 2018, p. 46.


56 Ibid., p. 53.
57 Decision, 26 July 2018, p. 45.
58 Ibid., p. 44.
59 BP 68, Sec. 23.

20
,f \
... J

Further, this Honorable Court affirmed that H[i]n the case of


foreign equity restriction under Section 11 (1), Article XVI of the Con-
stitution, there is a dearth of jurisprudence on the matter" .60 It also
recognized that, "[s]o far, the relevant jurisprudence on foreign eq-
uity restrictions involve public utilities, i.e., Gamboa v. Teves and Roy
v. Herbosa",61 The Decision summarized the rulings in these cases, as
follows: .

"Following the above rulings in the Gamboa and Roy


cases, and applying them in the context of ownership
and operation of mass media, to comply with the for-
eign equity restriction, not only should the 100% of the
total outstanding capital stock and the shares with vot-
ing rights be owr:ted by Filipinos, in compliance with
the Voting Control Test, the right to receive dividends
and the right to vote' must also be retained by the Fili-
pino shareholders who own 100% of the shares with
voting rights, in compliance with the Full Beneficial
Ownership Test."62

Significantly, this Honorable Court acknowledged and affirmed


that in the case of Gamboa v. Teves,63 " ... 'control' was equated to
'voting rights'" .64 Further, this Honorable Court ruled that

"In the Gamboa case, the Supreme Court dis-


cussed the concept of 'effective control' in the context of
'voting rights,' According to the Supreme Court, the
'right to participate in the control or management of the
'corporation is exercised through the right to vote in the
election of directors' and 'it is the board of directors
that controls and manages the corporation'" .65

Further, contrary to this Honorable Court's finding,66 Rule 3.1.8


of the Securities Regulation Code Implementing Rules and Regula-
tions does not support the ruling that control of a corporation may be
achieved by one who does not own shares or have voting rights. This
provision speaks of a situation where it is possible for a parent com-
pany, which owns 50% or less of the shares of stock in a subsidiary,

60 Decision, 26 July 2018, p. 26.


61 Ibid. p. 26.
62 Decision, 26 July 2018, p. 39.
63 G.R. No. 176579,28 June 2011, 652 SeRA 690.
64 Decision, 26 July 2018, p. 44.
65 Ibid., p. 40.
66 Id., p. 44.

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.

Verily, OMIDYAR, which was not a stockholder of the Petition-


ers and had no voting rights, could not have possibly exercised con-
trot as it in fact, it did not exercise control, over Petitioners.

B. CLAUSE 12.2.2 OF THE OMIDYAR PDR IN NO


WAY C;RANTED OMIDYAR THE POWER TO
CONTROL OR INFLUENCE RAPPLER.

Petitioners respectfully move for reconsideration of the follow-


ing findings of this Honorable Court: .

a. " ... [T]he foreign equity restriction on mass media implies


'zero' foreign control. It thus includes any appearance of con-
trol that will influence corporate actions and decision of Rap-
pler."67

b. "It does not matter whether the approval of Omidyar is


required only when an action taken by Rappler will prejudice
the right of Omidyar, because RHC, will still be required to se-
cure approval of at least 2/3 of the PDR Holders before Rappler
can carry out or implelnent any action, which has the effect of
altering, modifying or otherwise changing Rappler's Articles of
Incorporation. or By-Laws" .68

c. "While it is true that a negative covenant has long been


accepted in this jurisdiction and is commonly embedded in
some commercial or financial agreements such as loan agree-
ments, Clause 12.2.2 is more than just a negative covenant" .69
This is because it " ... allows Omidyar to participate in the cor-
porate actions and decisions of Rappler",7°

First. There is no law or jurisprudence that supports the posi-


tion that a party violated a foreign equity restriction under the Con-
stitution merely because a clause in a contract "includes anyappear-
ance of control [by a foreigner] that will influence corporate actions".

67 Decision, 26 July 2018, p. 51.


68 Ibid.
69 ld.
70 Id.

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

This principle was exemplified by the Supreme Court in the


case of People of the Philippines v. William H. Quasha72 where a for-
eigner was found to be an incorporator of a public utility. In that
case, the Supreme Court ruled that the non-disclosure of foreign capi-
tal at the time of the incorporation of a company intended to be a
public utility does not amount to a transgression of the nationality re-
strictions in the Constitution.73 Since no act has been committed by
Mr. Quasha that is punishable by law, he was acquitted by the
court. 74

This Honorable Court has actually confirmed and applied this


principle since it found that there was no actual control exercised by
OMIDYAR over RAPPLER, as such, no finding was made that Peti-
tioners violated the law even when the OMIDYAR PDR, which con-
tained the objectionable Clause 12.2.2, was still in force.

Second. That Clause 12.2.2 only applied when the rights of


OMIDYAR under the OMIOYAR POR are prejudiced is relevant in
understanding ho\" the exercise of this Clause could not have vio-
lated the foreign equity restrictions under the Constitution.

Petitioners wish to reiterate that, before OMIOYAR relin-


quished (through the Waiver and subsequent donation) its rights un-
der the OMIOYAR POR, Clause 12.2.2 may, at most, have been con-
sidered superfluous as it operates only to ensure that RHC complies
with its obligations to OMIDYAR under the OMIDYAR POR; no
m.ore, no less. Evell without this clause, RHC was still obligated by
law75 to ensure that the rights of OMIDYAR are not prejudiced.
Stated otherwise, RHC was obligated to ensure that, in the exercise of
its rights, including voting rights, it had to act in good faith and not
prejudice OMIOYA,R. .

71 Petition for Review, 26 January 2018, p. 33.


72 G.R. No. L-6055, 12 June 1953, 93 Phil 333.
73 Ibid.
74 ld.
75 See CIVIL CODE, Art. 1159, 1315, 19, 20 and 21.

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.

Obviously, by law, the consent of OMIOYAR would be needed


for any "altera tion modification, change or action" qf RAPPLER's
l

Articles or By-Laws when. such adversely affect the underlying secu-


rity of PDRs issued to OMIDYAR.

For example, an event that would certainly affect the rights of


O:MIDYAR would be the shortening of the corpqrate term of RAP-
PLER, which would result in extinguishing the Underlying Shares of
the PDRs. Any POR Holder, OMIDYAR included, has the legal and
contractual right to be protected from such acts that affect its invest-
ment, since RHC is obligated under the law not to prejudice OMID-
YAR' s rights under the OMIOYAR PDR.

Fourth. Petitioners would like to point out that it is not un-


common or objectionable for corporations, even those with foreign
equity restrictions, to enter into contracts which contain provisions
that require them to secure consent from their counter-party for cer-
tain changes or amendments to their Articles of Incorporation or By-
Laws or otherwise prohibit them from performing certain acts.

In 1989, Manila Electric Company obtained a loan from the


World Bank (International Bank for Reconstruction and Develop-
m.ent. Included in the provisions of the loan agreement76 was the fol-
lowing negative covenant:

"SectioI13.04. (a) MERALCO shall at all times main-


tain its corporate existence and right to carryon its opera-
tions, and take, all steps necessary to acquire, maintain
and renew all rights, powers, privileges and franchises

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.

(b) Except in the normal course of business, MER-


ALCO, shall 11ot, without the prior approval of the Bank,
sell, lease, transfer or otherwise dispose of any of its
properties or assets which shall or may adversely affect,
in a substantial manner, the efficient operation of its busi-
ness and undertaking."

In 1993, Philippine Long Distance Corporation obtained a simi-


lar loan from the World Bank, which contained a similarly worded
negative covenant. 77

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:

ABS-CBN HOL[)- GMA HOLDINGS RHC-OMIDYAR


INGS CORPORA- INCORPORATED
TION
1. Undertakings in 11. Undertakings in 12. Undertakings
relation to the relation to the PDRs79
PDRs78 xxx
xxx 12.2 The Issuer un-
xxx (b) the PDR Issuer has dertakes to cause the
(b) the Issuer has agreed to cause the Company from the
agreed to cause the Company: date hereof and
C:ompany: while the ON PDRs
xxx are outstanding:
xxx (ii) Not to alter, mod- xxx
(ii) Not to alter, mod- ify or otherwise 12.2.2 not to, without
ify or otherwise change its Articles of prior good faith dis-
change its Articles of Incorporation or By- cussions with ON
Incorporation or By- Laws or take any PDR Holders and
Laws or take any other action so as to without the approval

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
.. \

other action so as to materially prejudice of PDR Holders


materially prejudice the Rights in relation holding at least two-
the Rights in relation to the PDRs; thirds (2/3s) of all
to the PDRs; issued and out-
standing PDRs, alter,
modify or otherwise
change the Com-
pany's Articles of In-
corporation or By-
laws or take any
other action here
such . alteration,
modification, change
or action will preju-
dice the rights in re-
lation to the ON
PORsxxx

Significantly, Clause 12.2.2 of the OMIOYAR POR appears to be


a combination of two (2) clauses found in the PORs of ABS-CBN
Holdings and GMA Holdings. For ABS-CBN Holdings, it would be
the aforementioned Clause on Undertakings in relation to the PDRs
and Clause 17 (d) which provides as follows:

"The quoruITt at any meeting for passing an Extraordi-


nary Resolution to modify or vary the rights of Holders
shall be two or more persons present holding PORs or be-
ing proxies arld holding in the aggregate two-thirds of the
outstanding l?ORs 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 PDI{s. An Extraordinary Resolution passed at a
meeting of fIolders 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."

Similarly for GMA Holdings, it would be the combination of


the aforementioned Clause on Undertakings in relation to the PORs
and Clause 18 (d) which provides, as follows:

"The quorurn at any meeting for passing an Extraordi-


nary Resolution to modify or vary the rights of Holders

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."

When read together, these Clauses have the same effect as


Clause 12.2.2 of the OMIDYAR PDR. That is, as long as the PDRs is-
sued by ABS-CBN Holdings and GMA Holdings are outstanding,
their media companies (GMA and ABS) can //[not just] alter, modify
or otherwise change the Articles of Incorporation or By-Laws [of
their subsidiaries with foreign equity restrictions] or take any other
action so as to materially prejudice" the rights of the PDR holders.
ABS-CBN Holdings and GMA Holdings would need the consent of
two-thirds (2/3) of their PDR Holders, which would need to pass an
Extraordinary Resolution, to allow the modification of their rights.

Consequently, Clause 12.2.2 of the OMIDYAR PDR, albeit


worded differently, does not differ from the other acceptable nega-
tive covenants in other contracts entered into by a corporation with
foreign equity restrictions.

Significantly, this Honorable Court notes that //[t]he SEC does


not dispute that the issuance of PDRs is not illegal per self .80 Thus, if
the SEC found nothing objectionable about the PDRs of other compa-
nies listed in the Philippine Stock Exchange and which have subsidi-
aries with foreign equity restrictions, it should not have found any-
thing objectionable in Clause 12.2.2 of the OMIDYAR PDR, which is
similar, if not the same, as the provisions in those other PDRs.

Fifth. If the ruling of this Honorable Court upholding the


SEC's position that Clause 12.2.2 of the OMIDYAR PDR is //tanta-
mount to some foreign control", then, even the PDRs of GMA Hold-
ings and ABS Holdings, and other agreements containing similar
negative covenants entered into by corporations with foreign equity
restrictions and foreign entities such as banks and financial institu-
tions would be at risk of being struck down.

80 Decision, 26 July 2018, p. 68.

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.

The correct and prudent approach would, therefore, be to up-


hold the validity of Clause 12.2.2 of the OMIDYAR PDR, which is
similar to, and even no different from, acceptable negative covenants
in other commercial agreements.

Clearly, Clause 12.2.2 of the OMIDYAR PDR never vested con-


trol over RAPPLER to OMIDYAR, and therefore, Petitioners could
not have violated of Section 11(1) of Article XVI of the Constitution,
assuming such a provision applied to them.

III

THE PENALTY OF REVOCATION OF A CERTIFI-


CATE OF INCORPORATION IS GRAVE AS IT DE-
PRIVES A CORPORATION OF ITS PROPERTY
RIGHT TO DO BUSINESS. THUS, THE CONSTITU-
TION MANDATES THAT BEFORE THIS PENALTY
MAY BE IM:POSED, THE CONCERNED CORPORA-
TION SHOULD BE AFFORDED DUE PROCESS.. THE
SPECIFIC PI{OCEDURE FOR REVOCATION OF PE-
TITIONERS' CERTIFICATES OF INCORPORATION
WAS NOT APPLIED IN THIS CASE. IN FACT, THE
SPECIAL PANEl/SEC EN BANC APPLIED AN AD
HOC PROCEDURE THAT DID NOT AFFORD THE
PETITIONERS THE OPPORTUNITY TO ADDRESS A
VERIFIED COMPLAINT, TO HAVE A PROPER
HEARING A.ND TO AVAIL OF THE REMEDY OF AP-
PEAL BEFOI~E THE SEC. IT IS THEREFORE ERRO-
NEOUS TO CONCLUDE THAT THERE WAS EVEN
SUBSTANTIAL COMPLIANCE WITH PROCEDURAL
DUE PROCESS IN THIS CASE.

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

This Honorable Court ruled, however, that I/[a]lthough full


compliance with the procedure under the 2016 SEC Rules would
have been desirable, the record shows that a substantial compliance
with the requiremeJl1ts of procedural due process ,was accorded to the
petitioners" .83 In this regard, this Honorable Court cites the follow-
ing cases in support of its position:

a. Nestle IJhilippines,. Inc. v. Puedan,84 which provides that


[i]n administrative proceedings, the filing of charges and giv-
1/

ing reasonable opportunity for the, person so charged for an-


swering accusations against him constitutes the minimum re-
quirements of due process".85

b. Primanila Plans v. SEC,86 through which the Su-


1/ •••

preme Court ruled that procedural due process is satisfied if


the entity subject of an investigation was apprised of the results
of the investigation and given the reasonable opportunity to
present its defense" ,87

c. SEC v. Universal Rightfield Property Holdings, Inc.,88


which supposedly supports the position that the actions
1/.,.

taken by the SEC on petitioners' alleged violation of the foreign


equity restrictions prescribed by the Constitution for mass me-
dia entities clearly fall under its regulatory functions" .89

"Accordingly, the Court rules that in the pre-


sent case, a substantial compliance with the re-
quirements of due process was observed by the
SEC. First, petitioners were properly notified of the
charges against them through the ShOIV Cause Order

81 Decision, 26 July 2018, p. 58.


82 Ibid,
83 Id., p. 66.
84 G.R. No. 220617,30 January 2017.
85 Decision, 26 July 2018, p. 59.
86 G.R. No. 193791,6 August 2014, 732 SeRA 264.
87 Decision, 26 July 2018, p. 59.
88 G.R. No. 181381,20 July 2015.
89 Decision, 26 July 2018, p. 66.

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

Petitioners respectfully submit that they were not afforded their


Constitutional right to due process in connection with the revocation
of their certificates of registration as required under specific Corpora-
tion laws. Further, the afore-mentioned cases do not apply to this
case because those cases do not involve procedural due process in
cases concerning the revocation of the certificate of registration.

First. The right to due process is enshrined in Section 1 of Ar-


ticle III of the Constitution (the "Bill of Rights"), which provides that
"[nlo person shall be deprived of life, liberty or property without due
process of law, nor shall any person be denied equal protection of the
laws." 91

The right to due process applies to juridical persons like Peti-


tioners as exemplified in the case of White Light Corporation v. City
of Manila,92 where the Supreme Court ruled as follows:

liThe due }2!!)cess guaranty [under Section L Article III


of the Constitution] serves as ~ protection against arbi-
trary regulation or seizure. Even corporations and part-

90 Decision, 26 July 2018, p. 66.


91 CONST. (1987), Art. III, Sec. 1.
92 C.R. No. 122846,20 January 2009, 576 SeRA 416.

30
nerships are protected !2l the guaranty insofar as their
property is concerned." 93

Recognizing that operating a business is a constitutionally pro-


tected property right of a corporation and that revoking a corpora-
tion's right to do business is a grave sanction, specific Corporation
laws require there to be a verified complaint filed against the con-
cerned corporation and proper notice and hearing before the SEC
may revoke its certificate of incorporation.

Section 121 of Batas Pambansa Bilang 68 ("BP 68"), otherwise


known as The Corporation Code of the Philippines, provides the spe-
cific requirements before a corporation is dissolved by the SEC,
which are: (a) the filing of a verified complaint, (b) proper notice; and
(c) proper hearing, thus:

"Section 121. Involuntary dissolution. - A corporation


may be dissolved by the Securities and Exchange Com-
mission UPOI! filing of ~ verified complaint and after
proper noticE~ and hearing on the grounds provided by
existing lavvs, rules and regulations."94

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:

"Sec. 5. Powers and Functions of the Commission. -


5.1. The Comlnissioll shall act with transparency and shall
have the powers and functions provided by this Code,
Presidential [)ecree No. 902-A, the Corporation Code, the
Investment Houses Law, the Financing Company Act and
other existing laws. Pursuant thereto, the Commission
shall have, an10ng others, the following powers and func-
tions:

(m) Suspend, or revoke, after proper notice and


hearin& the franchise or certificate of registration of

93 Emphasis supplied.
94 Emphasis and underscoring supplied.

31
corporations, partnerships or associations, upon
any of the grounds provided by law ... "95

Section 6 of Presidential Decree 902-A ("P.D. 902-A") also reit-


erates the requirement of notice and hearing, and in addition, re-
quires that the Conlmission or an authorized body conduct the hear-
ing and that litigants be given the right to appeal the decision of the
Comlnission or authorized body to the SEC En Bane, thus:

"[iIn the exercise of the foregoing authority and jurisdic-


tion of the Commission, hearings shall be conducted !?y
the Commission or !?y ~ Commissioner or !?y such other
bodies, board~ committees and/or any officer as may be
created or designated Qy the Commission for the pur-
pose. The decision, ruling or order of any such Commis-
sioner, bodie~· boards, committees and/or officer may
be appealed to the Commission sitting en banc within
thirty (30) da~ after receipt Qy the appellant of notice of
such decision, ruling or order."96

The Special Panel admits, and this Honorable Court confirms,97


that the procedural requirements under the afore-mentioned specific
Corporation laws on revocation of a certificate of registration are not
present in this case.

a. The proceedings were ad hoe as the 2016 Rules of Proce-


dure of the Securities and Exchange Commission (,,'2016 SEC
Rules") was not applied in this case. 98

b. The proceedings were not initiated through a Verified


Complaint served upon the Petitioners.99

c. The Special Panel, which administered the proceedings,


was not authorized to conduct a hea!ing of Petitioners' case100
and no actual hearing was conducted.1°1

d. The Special Panel admits that after it had conducted its


investigation into the matter, the SEC En Bane accepted its find-
ings in toto an.d revoked outright Petitioners' certificates of in-
95 Emphasis and underscoring supplied.
96 Emphasis supplied.
97 Decision, 26 July 2018, p. 56.
98 SEC Comment, 2 tvlay 2018, par. 35, p. 11.
99 Decision, 26 July 2018, p. 56.
100 SEC Comment, 2 May 2018, par. 42, p. 13.
101 Ibid; pars. 23 to 25, pp. 7 to 8.

32
corporation. 102 The Petitioners were not apprised of, much less
allowed to comment on the Investigation Report of the Special
Panel.

e. No other Operating Department of the SEC heard the


case of Petitioners and rendered a ruling on the matter. The
Special Panel did not render a ruling on the matter since it did
not have any authority to do so. It was only the SEC En Bane
that summarily rendered a Decision on the matter on 11 Janu-
ary 2018.

Pursuant to Section 3-12 of the 2016 SEC Rules, Petition-


ers are p~ohibited from seeking reconsideration of the Decision
of the SEC En Banc. Thus, unlike other cases brought before the
SEC where an Operating Department issues a ruling, which
may be appealed to the SEC En Banc, Petitioners were not af-
forded the opportunity to appeal before the SEC En Bane, which
rendered its final decision on the matter.

Clearly, there was no compliance whatsoever, much less a sub-


stantial one, with the procedural requirements for revocation of the
certificates of registration of Petitioners provided under specific Cor-
poration laws. Thus, the summary revocation of their certificates of
incorporation was a violation of their Constitutional rights to due
process.

Second. Considering that the aforementioned laws clearly set


the procedure applicable to cases for revocation of a corporate fran-
chise, this Honorable Court erred when it refused to measure the
SEC's actuations according to what these laws require. "Procedural
rules are not to be belittled, let alone dismissed simply because their'
non-observance may have resulted in prejudice to a party's substan-
tial rights."103

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

reasonable procedure to iInprove the delivery of public service and to

102 ld., pars. 23-25, pp. 7 to 8.


103 De Leon v. Hercules Agro Industrial Corporation, G.R. No. 183239, 2 June 2014.

33
assist the parties in obtaining a speedy and judicious disposition of
cases."104

None of thesE~ conditions and limitations were followed by the


SEC En Banc. Worse, the SEC En Banc did not provide any explana-
tion as to how the admittedly altered procedure is "suitable, fair and
reasonable"; how it "improve[s] the delivery of public service" and
"assist[s] the parties in obtaining a speedy and judicious disposition
of cases." Here, the procedure adopted by the SEC, in perfunctorily
dissolving the corporate existence of RAPPLER and RHC can hardly
be said to be fair and reasonable.

Third. The cases cited in the Decision to support the finding of


substantial compliance by the Special Panel and SEC En Banc with
the procedural due process are not applicable to the case of the Peti-
tioners.

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:

"In this case, NPI essentially claims that it was de-


prived of its right to due process when it was not noti-
fied of the proceedings before the LA and did not re-
ceive copies and issuances from the other parties and
the LA, respectively. However, as correctly pointed out
by the CA, l\TPI was furnished via courier of a copy of
the amended complaint filed by the respondents
against it as shown by LBC Receipt No. 125158910840.
It is also apparent that NPI was also furnished with the
respondents' Position Paper, Reply, and Rejoin-
der. Verily, NPI was indeed accorded due process, but

104 2016 SEC Rules, Part I, Rule I, Sec. 1-5.


105 G.R. No. 220617,30 January 2017.

34
as the LA m.entioned, the former chose not to file any
position paper or appear in the scheduled confer-
ences."106

The cases of SEC v. Universal Rightfield Property Holdings,


Inc. 107
and Primanila Plans v. SEC,tOB are examples of cases where
the SEC properly applied the specific rules of procedure as found in
Corporation laws with respect to the given situations. These cases
did not involve situations where the SEC did not apply the appropri-
ate procedure, and instead., applied an ad hoc procedure. "

In the case of SEC v. Universal Rightfield Property Holdings,


Inc.,lo9 the SEC, through its Corporate Finance Department, issued an
order revoking URPHI's Registration of Securities and Permit to Sell
Securities to the Public (" Permit to Sell") for failure to file reports.
URPHI filed a Manifestation/Urgent Motion to Set Aside Revocation
Order and Reinstate Registration, which was granted on the condi-
tion that it submits its reports. URPHI failed to file these reports
prompting the SEC Corporate Finance Department to send it a Notice
of Hearing directing it to show cause why its Permit to Sell should
not be suspended. A hearing was actually held and a representative
of URPHI appeared at the hearing. Thereafter, the SEC suspended
URPHl's Permit to Sell for failure to submit its reportorial require-
ments despite the lapse of the extension period, and due to lack of
sufficient justification for its inability to comply with the said ~e­
quirements. URPflI appealed the decision of the Corporate and Fi-
nance Department to the SEC En Bane, which later decided to cancel
URPHI's Permit to Sell. On appeal, URPHI's position was that the
Corporate Finance "Department issued a notice to suspend the Permit
to Sell, but not to cancel it. Thus, absent such notice of a hearing to
cancel the Permit to Sell, the SEC's order revoking its Permit to Sell
was not valid. The Supreme Court found, however, that the non-
submission of reportorial requirements is a ground to suspend and
revoke permits to sell securities and that the notice issued to URPHI
was a notice for both the suspension and cancellation of the Permit to
Sell. IIO

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.

In the case of Primanila Plans v. SEC,lll the SEC found that


Primanila was selling pre-need plans to the public even if its license
to sell pre-need plans expired in 2008 and was not renewed. For this
reason, the SEC issued a cease and desist order in order to prevent
1/

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.

Fourth. In the recent case of Saunar v. Ernl,ita,113 the Supreme


Court explained that even in administrative proceedings, the right to
~ formal hearing is a procedural right. Citing the landmark case of
Ang Tibay v. The Court of Industrial Relations,114 the Supreme Court
also explained that even if administrative bodies are free from the
strict application of technical rules of procedure and are given lee-
w"ay, such freedom does not mean that the required hearings can just
be set aside, but only allows such administrative bodies to allow mat-
ters which could ordinarily be incompetent or inadmissible in the
usual judicial proceedings. The decision reads as follows:

111 G.R. No. 193791, 6 August 2014, 732 seRA 264.


112 Ibid., p. 274.
113 G.R. No. 186502, 13 December 2017.
114 69 Phil. 635 (1940)

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.

A closer perusal of past jurisprudence shows that


-the Court -did-not
- intend -to trivialize --
the conduct -of- a
formal hearin...g but merely afforded latitude to adminis-
trative bodie~ especially in cases where ~ party fails to
invoke the right to hearing or is given the opportunity
but opts not to avail of it. In the landmark case of Ang Ti-
bay, the Court explained that administrative bodies are
free from a strict application of technical rules of proce-
dure and are given. sufficient leeway. In the said case,
however, nothing was said that the freedom included
the setting aside of ~ hearing but merely to allow matters
which would ordinarily be i.ncompetent or inadmissible
in the usual judicial proceedings.

In fact, the seminal words of Ang Tibay manifest a


desire for administrative bodies to exhaust all possible
means to ensure that the decision rendered be based on
the accurate appreciation of facts. The Court reminded
that administrative bodies have the active duty to use the
authorized legal methods of securing evidence and in-
forming itself of facts material and relevant to the con-
troversy. As such, it would be more in keeping with ad-
ministrative due process that the conduct of ~ hearing be
the general rule rather than the exception.

xxx

Thus, ~'ldministrative bodies should not simply


brush aside the conduct of formal hearings and claim
that due pro(:ess was observed Qy merely relying on po-
sition papers and/or affidavits. Besides, the Court in
37
Joson recognized the inherent limitations of relying on po-
sition papers alone as the veracity of its contents cannot
be readily ascertained. Through the examination and
cross-examination of witnesses, administrative bodies
would be in a better position to ferret out the truth and in
turn, render a more accurate decision."115

Fifth. The Supreme Court has often reiterated that [u]tter II

disregard of [the rules of procedure] cannot justly be rationalized by hark-


ing on the policy of liberal construction."116 In the case of Barangay Das-
marias v. Creative Play Comer School, et. al./ 17 the Supreme Court fur-
ther emphasized that:

"Utigation is, not a game of technic~lities and' that the 'rules of


procedwe should not be strictly followed ~ the interest of
substantial justice. However, it does not mearl,that the 'Rules
of Court may be ignored at will. It bears emphasizing that
procedural rules should not be belittled or dismissed simply
because their non-observance may have resulted in prejudice
to a party's substantial rights. Like all rules, they are required
to be followed except only for the most persuasive of rea-
sons."

The SEC did not provide a convincing explanation to disregard


the requirements under the Corporation Code and SRC of notice and
hearing as well as the procedure in the 2016 SEC Rules. Other than
the bare allegation that this case involves a violation, not only of the
nationality requirements under the law, but also the Constitution, the
SEC failed to present any proof why this case is so exceptional to
warrant the suspension of the mandated procedure in the SEC rules.
Consequently, it is clear that the SEC exercised its discretion in a
whinlsical, arbitrary and despotic manner.

More importantly, the penalty of revocation must strictly be


imposed only when there is clear and serious violation of the law and
never in doubtful cases. 118 The revocation of a corporation's certifi-
cate of registration is its death sentence. As such, the Supreme Court
views the involuntary dissolution of corporations 'with disfavor.

115 Ibid. Emphasis and underscoring supplied.


116 Lapid v. Judge Laurea, 439 Phil. 887 (2002).
117 G.R. No. 169942,24 January 2011.
118 In the Matter of the Petition for Involuntary Dissolution of StaIconnection, Inc., SEC Case
No. 06-09-271, 7 January 2010. Emphasis supplied.

38
" ,

"The drastic remedy of dissolving a corporation


must be exercised with great caution and not in doubtful
cases. This holds true in case where an individual's inter-
est and not of the public is involved. In any event, all
remedies must be exhausted before imposing the harsh
penalty of dissolution. Also, the corporation must be
given an opportunity to correct any misdeed or comply
with the law since ~ 4issolution will not be decreed
unless no other adequate remedy is available."119

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.

This Honorable Court erred in finding thatRAPPLER's consti-


tutional right to freedom of expression and of the press is not at issue
in this case. It stated thus:

"Preliminarily, this Court notes that the exercise of


press freedom is not an issue in this case. I{?lther, the issue
involves the exercise of the regulatory powers by the SEC
over dOmestic corporations duly registeredvvith it, in this
case, petitioners, in connection with their· alleged viola-
tion of the foreign equity restriction under Section 11(1),
Article XVI of the 1987 Constitution."120

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.

While I'etitioners are confident in the strength of its argunlents


and evidence that no control, whatsoever was granted to OMIDYAR

_._------
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.

Despite the ongoing proceedings, RAPPLER has not hesitated


to exercise its freedom of expression despite the warnings, insults,
and epithets that have been hurled at it by the President and his ar-
dent supporters. Its closure is the ultimate price to pay for exercising
freedoms guaranteed by the Constitution.121

First. When the investigation against RAPPLER was com-


menced is telling. To recall, the Show Cause Order was issued on 1
August 2017, a mere one week after President Duterte publicly ac-
ClJS~dd R,Ar~LER of being fully owned by Americans in his SONA.l~2
Evidently, t~e Special Panel actedprecip~tately againstRAPPLER
and RHC after the Presidentis SaNA. .

Second. The procedure followed by the Special Panel and the


SEC En Bane in investigating and thereafter, dissolving RAPPLER
and RHC, radically departed from the SEC's very own rules and is
highly irregular. The sham nature of the SEC investigation, the SEC's
haste and prejudgment coupled with the harsh penalties imposed
lead to no other conclusion than that the SEC's real purpose is to si-
lence RAPPLER and mu:zzle freedom of speech. The foregoing is
mad~ worse by the fact that similarly worded I.)DR.s involving tradi-
tional mass media companies were approved and declared valid by
the SEC.

Third. Subsequent to the SEC's revocation of RAPPLER and


RHC, numerous cases and investigations have been initiated against
RHC and individual stockholders of RAPPLER and RHC.

Baseless criminal complaints for cyber-libel were initiated by


the National Bureau of Investigation ("NBI") against RAPPLER's edi-
tor and writer before the Department of Justice ("DOJ") despite an
initial recommendation to dismiss the case.

Thereafter, the NBI commenced an investigation agaiI1st RAP-


PLER's directors for violation of anti-dummy lavv's while th~ legality
of the PDRs is still pending resolution before th~$ H0.norallle Court.

121 Petition for Review, 26 January 2018, p. 65.


122 Petition for Review, 26 January 2018, p. 62.

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.

Fourth. It is a fact that RAPPLER has been critical of this pre-


sent administration. Despite the insults, warnings and other forms of
harassment and intimidation employed by government's ardent sup-
porters against the company, RAPPLER's reporters, editors, direc-
tors, offices and its entire staff, RAPPLER, as a whole, has not wa-
vered in exercising its Freedom of Expression, a right enshrined in
the Constitution. As a result thereof, it is now hounded by politi-
cally motivated suits and itlvestigations filed by the executive - the
SEC, NBI, ,BIR anq the DOJ.,

Its closure by the Executive Branch of the Government is the ul-


timate price to pay for exercising constitutionally guaranteed free-
doms,which form the bedrock of d~mo~racy.123 The, Petitioners are
appealing to the Judicial B~anch of Government, a cq-equal body of
the Executive Branch, to ensu~e that their constitutionally guaranteed
freedoms are protected and their work imbued ,with public interest
remain unhampered.

PRAYER

WHEREFORE, Petitioners RAPPLER, INC. and RAPPLER


HOLDINGS CORPORATION respectfully pray that this Honorable
Court reverse and set aside the aforementioned contested portions of
its 26 July 2018 Decision and render judgment ANNULLING and
SETTING ASIDE the 11 January 2018 Decision of the SEC En Bane in
SEC En Bane SP Case No. 08-17-001 for bein.g contrary to law.

Other reliefs, just and equitable in the premises, are like\t\Tise


prayed for.

RESPECTFULLY SUBMITTED.

123 Petition for Review, 26 January 2018, p. 65.

41
Taguig City for Manila City, 17 August 2018.

ANGARA ABELLO CONCEPCION REGALA & CRUZ


Counsel for Petitioners
22nd Floor ACCRALAW Tower
2nd Avenue comer 30th Street
Crescent Park West, Bonifacio Global City
1635 Taguig, Metro Manila
Telephone No. (632) 830-8000
Facsimile Nos. (632) 403-7007/403-7009

By:
V\
o ED. LIM
PTR No. A-36950 1; 1/05/18; Taguig City
I

IBP No. 0231 5; 01/05/18; Cagayan


Roll No. 31000
MCLE Exemption No. V-000494; 06/24/15

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

JUAN PAOLO G. ALFONSO


PTR No. A-3695112; 01/05/18; Taguig City
IBP No. 023239; 01/05/18; Makati City
Roll No. 69758
MCLE Compliance No. VI - 0005760; 1/15/2018

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_

1229 Makati City

SPECIAL HEARING PANEL


c/o Office o~ t~e General Counsel. . . R . .' . ~ 2;7. ~ ::_
of the SecurItIes and Exchange CommIssIon . R. No.- fW q 24. - f10~z
Ground Floor, Secretariat Building, 9ate: AUG 1 7 2018
IS :ui

PICC Complex, Roxas Boulevard,


Pasay City 1307

SECURITIES AND EXCHANGE COMMISSION EN BANe


c/o Office of the Commission Secretary
3rd Floor, Secretariat Building, R. R. No.:r<o 9req"12- 2 ~f-?6 ~

PICC Con1plex, Roxas Boulevard, ~ate: AUG 1 7 "~8


d '. t ....

Pasay City 1307

43
EXPLANATION FOR FILING AND SERVICE
BY REGISTERED MAIL

In compliance with Section 11 of Rule 13 of the Rules of Court,


counsel respectfully manifests that the foregoing MOTION FOR
PARTIAL RECONSIDERATION is being filed and served by regis-
tered mail because of time constraints, as well as the temporarily lim-
ited number of office messengers rendering personal service not
practicable.

JO-ANNEk

44
l'DR Certificate No. 003

/
IANNEX "A" I
PHILJPP.TNJ~ DEPOSITARY RECEIPT CERTIFICATE

RAI)J)LER. HOLDINGS CORPORATION


.hlc01porared Under the Laws of the Republic of the Philippines
L5sller

Relating to Existing Shares ofRnppler1 Inc.


7,217,257 Underlying Shares

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

CONSULATE GENERAL OF THE REPUBLIC OF THE PHILIPPINES


SAN FRANCISCO

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~

•. -- • / ...... . J'"

~;:-" ... I~·

fi~(
Oeputy Consul General

) ~ r'_

Annexed document is a DEED OF DONATION OF PHILIPPINE DEPOSITARY


RECEIPTS

$25.00
8303
4420
2774
9
---I

This Certificate is not valid if altered in any way.


of this certification is for jive (J) years, unless specified by the attached document.

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
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DEED OF DONATION
OF PHILIPPINE DEPOSITARY RECEIPTS

This Deed of Donation of Philippine Depositary Receipts (this "Deed") is executed by and among:

OMIDY AR NETWORK FUND LLC, a limited li~bnity company formed under


the laws of Delaware, United States of Aiilerica, whose registered office address is
at 1209 Orange St., Wilmington, Delaware, 19801, United States of Anlerica
("9N");

and the following individuals (each, a "DONEE" and collectively, the


"DONEES"):

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; ..

LILIBETII SOCORRO L. FRONDOSO, a Filipino citizen, of legal age, with


office address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig
City, Philippines;

GLENDA M. GLORIA, 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, 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;
-. ~'"

NATASHYAMARIANNE L. GUTIERREZ, a Filipino citizen, of legal age, with


office addres§ at Level 3, North Wing, Estancia Offices, Capitol Cornnlons, Pasig
City, Philippines; .

MARIA ROSARIO F. HOFILENA, 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;

PAULINE GEL C. OCCENOLA, a Filipino citizen, of legal age, with office


address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines; .

LIBERTAD G. PASCUAL, 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

DONEE NAME NUMBER OF PDRS


Jennifer V. Chua 515,518
Marie Fel D. Dalafu 515,518
Stacy Lynne M. de Jesus 515,518
Lilibeth Socorro L. Frondoso 515,519
Glenda M. Gloria 515,519
Dominic Gabriel L. Go 515,518
Miriam Grace A. Go ,~
515,518
Natashya Marirume L. Gutierrez 515,518
Maria Rosario F. Hofilena 515,519
Gemma B. Mendoza 515,519
Pauline Gel C. Occenola 515,518
Libertad G.. Pascual 515,518
Maria A. Ressa 515,519
Anne Louise B. Yosuico 515,518
TOTAL 7,217,257

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.

6. Nothing herein cQntained shall be deemed or be construed to create a partnership, joint


venture, agency or employer-employee relationship between the Parties.

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.

[Signature and notarial pages and annex/ollow.]

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.

D011or: OMIDYAR NETWORI( FUND LLC


..
By:
~,

.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

MARIE FEL D. DALAFU

STACY LYNNE M. DE JESUS

LILIBETII SOCORRO L. FRONDOSO

DOMINIC GABRIEL L. GO

MIRIAl\1 GRACE A. GO

NATASIIYA MAIUANNE L. GUTIERREZ

MARIA ROSAnIO F. HO:FILENA

GEMMA B. MENDOZA ~

PAULINE GEL C. OCCENOLA

LIBERTAD G. PASCUAL

MARIA A. RESSA

ANNE LOUISE B. YOSUICO

·Witness:

7
./

ACKNOWLEDGMENT

Republic of the Philippines)


City of ) S.S.

I certify that on this date before me, a notary public duly authorized in the city named above to
take acknowledglnents, personally appeared:

Name IDNo. ID Type

Jennifer V. Chua 19-089584335-4 Philhealth Card


Marie Fel D. Dalafu 0110299 Professional Identification Card
Stacy Lynne M. De Jesus 0111-6501619-0 Unified Multi-Purpose ID
Lilibeth Socorro L. Frondoso N02-03007103 Driver's License
Dominic Gabriel L. Go 6906-0008A- Voter's ID
.\
G22490DLG 10000
Natashya Marianne L. Gutierrez EC5203394 DF A NCR East/September 4, 2015
Gemnla B. Mendoza 19-000006075-9 Philhealth
Pauline Gel C. Occenola . e'~ EC3407901 DFA NCR Central/February 7, 2015
Libertad G. Pascual ~03-7423891-9 Social Security Systenl ID
Maria A. Ressa 7607-1212D- Voter's ID
J0263MAR20000
Anne Louise B. Yosuico N02-99-412864 Driver's License

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

MARIE FEL D. DALAFU

STACY LYNNE M. DE JESUS

LILIBETH SOCORRO L. FRONDOSO

DOMINIC GABRIEL L. GO

MIHIAM GRACE A. GO
\
NATASI-IYA MARIANNE L. GUTIERREZ

MARIA ROSARIO F. HOFILENA

GEMMA B. MENDOZA

PAULINE GEL C. OCCENOLA

_ LIBERTAD G. PASCUAL

MARIAA. RESSA

ANNE LOUISE B. 'YOSUICO

Witness:

9
b~..

ACKNOWLEDGMENT

Republic of the Philippines)


City of ) S.S.

I certify that on this date before me, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:

Name IDNo. ID Type

l\1aria Rosario F. Hofilefia N06-91- Driver's License


039652/expires
2018-10-06

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.
~
.
:

Witness my hand and seal this _ day of February 2018.

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

MARIE FEL D. DALAFU

STACY LYNNE M. DE JESUS

LILIBETH SOCORRO L. F'RONDOSO

. bOMINIC GABRIEL L. G()

MIRIAM GRACE A. GO

NATASHYA MAIUANNE L. GUTIERREZ

MARIA ROSAU.IO F. I-IOFILENA

GEMMA B. MENDOZA

PAULINE GEL C. OCCENOLA

LIBEH.TAD G. PASCUAL

MARIAA. RESSA

ANNE LOUISE B. YOSUICO

Witness:

11
• r

ACKNOWLEDGMENT

Republic of the Philippines)


City of ) S.S.

I certify that on this date before lne, a notary public duly authorized in the city nmned above to
take ackl1owledglllents, personally appeared:

Name IDNo. ID Type

Miriml1 Grace A. Go 33-3368329-8 SSSID

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.

Witness n1y hand and seal this ~~ d!ly of February 2018.

Doc. No.
Page No.
o Book No.
Series of2018.

12
, (

Annex "A"
PDR CERTIFICATE

[Please refer to next page for the P DR Cert~ficate.]

13
\ ~.

PDR Certificate No. 003

PHILIPPINE DEPOSITARY RECEIPT CERTlFICATE

RA.PPLER HOI.JDINGS CORPORATION


Incorporated Under the Lmt'J-fJjthe Republic of the Philippines
Lfisuer

Relating to Existing Shares of Rappler, Inc.


7,217,257 Underlying Shares

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
·/

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SIGNATURE OF SEARER J S!~ mhjn.ILAJRE I FIRMA DEL nnJLAR

PASSPORT
PASSEPORT
PASAPORTE

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5 5 3 3 6 8 3 5 4 0 USA 67021 22 ii'26 f1 OJ 4'7 5 72 1 7 6 04 9 <1 7 4 ·S h R
[ ANNEX "B-t.~
DEED OF DONATION
OF I>HILIPPINE DEPOSITARY RECEIPTS

This Deed of Donation of Philippine Depositary Receipts (this "Deed") is executed by and mnong:

OMIDYAR NETWOIlI{ FUND LLC, a limited liability company fornled under


the laws of Delaware, United States of America, whose registered office address is
at 1209 Orange St., 'Vilnlington, Delaware, 19801, United States of Anlerica
("QN'~);

and the following individuals (each, a "DONEE" and collectively, the


"PONEES"):

~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;

STAC'YLYNNE M. DE JESUS, a Filipino citizen, of legal age, with office address


at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;

LILIBETH SOCORRO L. FRONDOSO, a Filipino citizen, of legal age, with


office address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig
City, Philippines;

GLENDA M. GLOIUA, 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; ~

:NATASHYA MARIANNE L. GUTIERREZ, a Filipino citizen, of legal age, with


office address at Level 3, North \Ving~ Estancia Offices, Capitol Com.mons, Pasig
City, Philippines;

MARIA ROSARIO F. HOFILENA, a Filipino citizen, of legal age, with office


address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;

./

1
.. , \

(iEMMA B. MENDOZ1\, a Filipino citizen, of legal age, with office address at


Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;

PAULINE GEL C. OCCENOLA, a Filipino citizen, of legal age, with office


address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;
. "

LIHERTAD G. PASCUAL, 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 COmlTIOnS, 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.

(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.

B. Pursuant to such investment, ON is the registered holder of 7,217,257 PDRs issued by


RHC as set 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: 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:

DONEE NAME NUMBER OF PDRS


Jennifer V~ Chua 515,518
Marie Fel~D. Dalafu 515,518
Stacy Lynne M. de Jesus 515,518
Lilibeth Socorro L. Frondoso 515,519
Glenda M. Gloria 515,519
Dominic Gabriel L. Go 515,518
MirimTI GraceA. Go 515,518
Natashya Marianne L. Gutierrez 515,518
Maria Rosario F. Hofilena 515,519
Genlma B. l\1endoza 515,519
Pauline Gel C. Occeilola 515,518
Libertad G. Pascual 515,518
Maria A. Ressa 515,519
Anne Louise B. Yosuico 515,518
TOTAL 7,217,257

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.

6. Nothing herein contained shall be deemed or be construed to create a partnership, joint


venture, agency or enlployer-el11ployee relationship between the Parties.

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.

Donor: OMIDYAR NETWORK FUND LLC

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

STACY LYNNE M. DE JESUS

LILIBETH SOCORRO L. Ii'RONDOSO

DOIVIINIC GABRIEL L. G()

MIRIAM GI~ACEA. GO

NATASIIYA MARIANNE L. GUTIERREZ

MARIA ROSARIO F. HOFILENA

GEl\1l\1A B. MENDOZA

PAULINE G,EL C. OCCENOLA

LIBERTAD G. PASCU,AL

MARIA A. RESSA

ANNE LOUISE B. YOSUICO

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:

Nallle IDNo. ID Type


JenniferV. Chua 19-089584335-4 Philhealth Card
Marie Fel D. Dalafu 0110299 Professional Regulation Commission
Identification Card
Stacy Lynne M. De Jesus 0111-6501619-0 Unified Multi-Purpose ID

Lilibeth Socorro L. Frondoso N02-03007103 Driver's License

DOluinic Gabriel L. Go 6906-0008A- Voter's ID


G2490DLGI0000

Natashya Marianne L. Gutierrez EC5203394 DFA NCR East/September 4,2015

Gemma B. Mendoza 19-000006075-9 Philhealth

Pauline Gel C. Occefiola EC3407901 DFA NCR Central/February 7,2015

Libertad G. Pascual 03-7423891-9 Social Security System ID

J'vlaria A. Ressa 7607-1212D- Voter's ID


.J 0263 MAR20000

Anne Louise B. Yosuico N02-99-412864 Driver's License

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.

Doc. No. lit


Page No.' :,"}..
Book No. II
Series of 2018.
IN Wll1..JESS WHEREOF, the parties narned below signed this Deed of Donation of Philippine
Depositary Receipts on February ___,2018 at _ _ _ _ __

DONEES:

JENNIJ~ER V. CHUA

MARIE FEL D. DALAFU

STACY' LYNNE 1\1. DE JES1JS

LILIBETH SOCORRO L. FRONDOSO

DONlINIC GABRIEL L. (;()

MIRlAM GRACE A. GO

NATASHYA MARIANNE L. GUTIERREZ

MARIA ROSARIO F. HOFILENA

GEMMA B. MENDOZA

PAULINE GEL C. OCCE:NOLA

LIBERTAD G. PASCUAL

MARIAA. RESSA

ANNE LOUISE B. YOSUICO

Witness:

9
, ,
.. ,-!If

ACI(NOWLEDGMENT

Republic of the Philippines)


City of ) S.S.

I certify that on this date before rne, a notary public duly authorized in the city named above to
take ackno'Nledgnlents, personally appeared:

Name IDNo. ID Type

Maria Rosario F. Hofilefia N06-91- Driver's License


039652/expires
2018-10-06

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.

Witness my hand and seal this ___ day of Febluary 2018.

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

STACY LYNNE M. DE JES1JS

LILIlJETll SOCORRO L. FRONDOSO

.DOMINIC GABRIELL. (;0

MIRIA:M GRACEA. GO

NATA.SHYA lVlARIANNE L. GUTiERREZ

MARlA ROSARIO F. HOFILENA

GEMM:A.B. MENDOZA

PAULINE GEL C. OCCE1~()LA

LIBE:RTAD G. PASCUAL

MARIAA. RESSA

ANNE LOUISE B. YOSUICO

Witness:

11
ACI(NOWLEDGMENT

Republic of the Philippines)


City of ) S.S.

I certify that on this date before rne, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:

Name IDNo. ID Type

Miriam Grace A. Go 33-3368329-8 SSSID

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.

Witness my hand and seal this ___ day of February 2018.

Doc. No,
Page No .
RookNo.
Series of 20 18.

12
Annex "A"
PDR CERTIFICATE

[Please refer to next page/or the PDR Certificate.]

13
POR Certificate No. 003

PHILIPPINE DEPOSITARY RECEIPT CERTIFICATE

RAPPLER HOLDlNGS CORPORATION


Incorporated Under the Laws oj the R~publi~ of the Philippines
Issuer .

Relating:to Existing Shares of Rap.pler, Inc.


7,217,257 UnderlJ!.illg Shar~$

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:

{)MIDYAR NETWOltK FUND LLC, a limited liability company formed under


the laws of Delaware, United States of America, whose registered office address is
at 1209 Orange St., Wilmington, Delaware, 19801, United States of America
("ON");

and the following indi.viduals (each, a "DONEE" and collectively, the


"DONEES"):

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;

LILIBETH SOCORRO L. FRONDOSO, a Filipino citizen, of legal age, with


office address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig
City, Philippines;

(;LENDA M. GLORIA, a Filipino citizen, of legal age, with office address at


Level 3, North Wing, 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;

NATA SHYA MARIANNE L. GUTIERREZ, a Filipino citizen, of legal age, with


office address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig
City, Philippines;

I\iARIA ROSARIO F. HOFILENA, a Filipino citizen, of legal age, with office


address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;

1
,:

'\ .'\

C;EMMA B. MENDOZA, a Filipino citizen, of legal age, with office aqdress at


Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;

PAULINE GEL C. OCCENOLA, a Filipino citizen, of legal age, with office


address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;

LIBERTAD G. PASC1JAL, a Filipino citizen, of legal age, with office address at


Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City, Philippines;

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

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 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.

B. Pursuant to such investment, ON is the registered holder of 7,217,257 PDRs issued by


RHC as set 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
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:

DONEE NAME NUMBER OF PDRS


Jennifer V. Chua 515,518
Marie Fel D. Dalafu 515,518
Stacy Lynne M. de Jesus 515,518
Lilibeth Socorro L. Frondoso 515,519
Glenda M. Gloria 515,519
Donlinic Gabriel L. Go 515,518
MiriaIn Grace A. Go 515,518
Natashya Marianne L. Gutierrez 515,518
Maria Rosario F. Hofileiia 515,519
Gemn1a B. IY1endoza 515,519
Pauline Gel C. Occefiola 515,518
Libertad G. Pascual 515,518
Maria A. Ressa 515,519
Anne Louise B. Yosuico 515,518
TOTAL 7,217,257

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.

6. Nothing herein contained shall be deemed or be construed to create a partnership, joint


venture, agency or employer-employee relationship between the Parties.

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.

Donor: ()MIDYAR NETWORK FUND LLC

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

MAIUE FEL D. DALAFU

STACY LYNNE M. DE JESUS

LILlBETH SOCORRO L. FRONDOSO

DOMINIC GABRIEL L. GO

MIRIAM GRACE A. GO

NATASHYA MARIANNE L. GUTIERREZ

MAIUA ROSARIO F. HOFILENA

GEMMA B. MENDOZA

PAULINE GEL C. OCCEN()LA

LIBERTAD G. PASCUAL

MAIUA A. RESSA ,

ANNE LOUISE B. YOSUICO

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:

Name IDNo. ID Type


Jennifer V. Chua 19-089584335-4 Philheal th Card
Marie Fel D. Dalafu 0110299 Professional Regulation Commission
Identification Card
Stacy Lynne M. De Jesus 0111-6501619-0 Unified Multi-Purpose ID

Lilibeth Socorro L. Frondoso N02-03007103 Driver's License

Dom.inic. Gabriel L. Go 6906-0008A- Voter's ID


G2490DLG 10000

N atashya Marianne L. Gutierrez EC5203394 DFA NCR East/September"4, 2015

Gemma B. Mendoza 19··000006075-9 Phil health

Pauline Gel C. Occefiola EC3407901 DFA NCR Central/February 7,2015

Libertad G. Pascual 03··7423891-9 Social Security System ID

Maria A. Ressa 7607-1212D- Voter's ID


J0263MAR20000

Anne Louise B. Y osuico N02-99-412864 Driver's License

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

MARIE FEL D. DALAFU

STACY LYNNE M. DE JESUS

LILIBETH SOCORRO L. FRONDOSO

DOMINIC GABRIEL L. GO

MIRIA:M GRACE A. GO

NATASHYA MARIANNE L. GUTIERREZ

MAPJAROSARIO F. HOFILENA

GEMMA B. MENDOZA

PAULINE GEL C. OCCEl~·()LA

LIBERTAD G. PASCUAL,

MARIA A. RESSA

ANNE LOU-ISE B. YOSUICO

Witness:

9
. ,

ACKNOWLEDGMENT

Republie of the Philippines)


City of 'fAGUIG coy ) 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:

Name IDNo. IDType

Maria Rosario F. Hofilefia N06-91- Driver's License


039652/expires
.2018-10-06

. 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.

Witness my hand and seal~~~ 2!d~~1~fFebruary 2018 .

"'"
...::""-,~.•.;".""".,
Doc. No. l2lo
Page No. '1'1-
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••••' "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

,~. . ''*' 0~: NOTARY


E PUBL1C Y* ~ IBPNo. 023283;.OI!i.'5/~,(l~8·- Quezon Clt)r_C~;E
Series of2018.
5 ' Appointment f COJJl!.lJJSS1On ~_(:' 89 (2017 2 )
ROLL NO. 6451 : O).~
I, .
.A ~D
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: 3!:';
: ,. ,
Roll N<> M)!:J
- n , ',,' _. ~. rruz Law Offices
An ara Abello Coneepet0fl ";\,\..~ <: ,~' v
I. G} '\, •••"n~': g 221F i\CCRAl.-f. ,. iowcr
'-, r"/.,, •
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•. • \~ Second A:venue ~·')rue} "JS)l" S' ····rcscenl
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. ',~ ,> CI'~;·;;~--1\'i__~: 'B '/:"..1'-10 GJ\(l~';,lCirv 1635 ·f~i?(J.lg. Metro lVla..: 3
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"'"'\..~'':'"-.:'''"''''' MCLE Compliance No. - V-uo25096, 041

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

MAIDIt: FEL D. DALAFU

STACY LYNNE M. DE JESUS

LILIBETH SOCORRO L. FRONDOSO

DOl\fINIC GABRIEL L. GO

MIRIA.M GRACE A. GO

NATASHYAMARIANNE. L. GUTIERREZ

MAIUA ROSARIO F. HOFILENA

GEMMA B. MENDOZA

PAULINE GEL C. OCCEN()LA

LIBERTAD G. PASCUAL

MARIA A. RESSA

ANNE LOUISE B. YOSUICO

Witness:

11
ACKNOWLEDGMENT

Republic of the Philippines)


City of ) 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:

Name IDNo. IDType

Miriam Grace A. Go 33-3368329-8 SSSID

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.

Witness my hand and seal this .__ day of February 2018.

Doc. No.
Page No.
Book No.
Series of2018.

12
I
, .

Annex "A"
PDR CERTIFICATE

[Please refer to next page/or the PDR Certificate.]

13
PDR Certificate No. 003

PHILIPPINE :DEPOSITARY RECEIPT CERTIFICATE

RAPPLER HOLDINGS CORPORATION


Incorporated Under the Laws 0/ the R~public of the Philippines
Issuer

Relating.to Existing Shares of Rap pier, Inc.


7,217,257 Underlying Shares

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:

OlV1IDYAR NETWORK FUND LLC, a limited liability company formed under


the laws of Delaware, U·nited States of America, whose registered office address is
at 1209 Orange St., \Vilmington, Delaware, 19801, United States of America
("ON");

and the following individuals (each, a "DONEE" and collectively, the


"DONEES"):

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;

IJI...IIBETH SOCORRO L. FRONDOSO, a Filipino citizen, of legal age, with


office address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig
City, Philippines;

C;LENDA M. GLORIA, 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;

NATASHYA MARIANNE L. GUTIERREZ, a Filipino citizen, of legal age, with


office address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig
City, Philippines;

MARIA ROSARIO F~ HOFILENA, 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;

PAULINE GEL C. OCCENOLA, a Filipino citizen, of legal age, with office


address at Level 3, North Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;

LIBEH.TAD G. PASCUAL, 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. 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 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.

B. Pursuant to such investlnent, ON is the registered holder of 7,217,257 PDRs issued by


RHC as set forth in Philippine Depositary Receipt Certificate No. 003 dated 1 December
2015, which is attached hereto as Annex ''A''.

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:

D()NEENAME NUMBER OF PDRS


Jennifer V. Chua 515,518
Marie Fel D. Dalafu 515,518
Stacy LynneM. de Jesus 515,518
Lilibeth Socorro L. Frondoso 515,519
Glenda M. Gloria 515,519
Dominic Gabriel L. Go 515,518
Miriam Grace A. Go 515,518
N atashya :tvIarianne L. Gutierrez 515,518
Maria Rosario F. Hofilefia 515,519
Gemma B. Mendoza 515,519
Pauline Gel C. Occefiola 515,518
Libertad G. Pascual 515,518
Maria A. Ressa 515,519
Anne Louise B. Yosuico 515,518
TOTAL 7,217,257

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.

6. ~No1:hing herein contained shall be deemed or be construed to create a partnership, joint


venture, agency or employer-employee relationship between the Parties.

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.

Donor: ()MIDYAR NETWORK FUND LLC

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

MAIUE FEL D. DALAFlr

STACY LYNNE M. DE JESUS

LILIBETH SOCORRO L. FRONDOSO

DOMINIC GABRIEL L. lG()

MIRIAM GRACE A. GO

NATASHYA MARIANNE~ L. GUTIERREZ

MAIUA ROSARIO F. HOFILENA

GEMMA B. MENDOZA

PAULINE GEL C. OCCENOLA

LIBERTAD G. PASCUAI.J

MARIA A. RESSA

ANNE LOUISE B. YOSUICO

Witness:

7
." , ,r

ACKNOWLEDGMENT
Republic of the Philippines)

City of Taguig ) S.S.

I certify that on this date before me, a notary public duly authorized in the city named above to
take ackno'wledgments, personally appeared:

Name IDNo. ID Type


Jennifer V. Chua 19-089584335-4 Philhealth Card
Marie Fel D. Dalafu 0110299 Professional Regulation Commission
Identification Card
Stacy Lynne M. De Jesus 0111-6501619-0 Unified Multi-Purpose ID
Lilibeth Socorro L. Frondoso N02-03007103 Driver's License
DOlninic Gabriel L. Go 6906-0008A- Voter's ID
G2490DLGI0000

Natashya ~1arianne L. Gutierrez EC5203394 DFA NCR East/September 4,2015


Gemlna B. Mendoza 19-000006075-9 Philhealth
Pauline Gel C. Occefiola EC3407901 DFA NCR Central/February 7, 2015
Libertad. G. Pascual 03-7423891-9 Social Security System ID

Maria A. Ressa 7607-1212D- Voter's ID


J0263MAR20000

Anne Louise B. Yosuico N02-99-412864 Driver's License

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.

Witness my hand and seal this 19th day of February 2018.

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

MARIE FEL D. DALAFU

STACY LYNNE M. DE JESUS

LILIBETH SOCORRO L. FRONDOSO

DOMINIC GABRIEL L. G()

MIR.lAM GRACE A. GO

NATASIIYA MARIANNE L. GUTIERREZ

MARIA ROSARIO F. H()FILENA

GE:Ml\tlA B. MENDOZA

PAULINE GEL C. OCC:E:NOLA

LIB:ERTAD G. PASCUA1L

MARIAA. RESSA

ANNE LOUISE B. YOSlfICO

Witness:

9
,~ 'I

ACKNOWLEDGMENT

Republic of the Philippines)


City of _ ) s.s.
I celiify that on this date before me, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:

Name IDNo. ID Type

Maria Rosario F. Hofilena N06-91- Driver's License


039652/expires
2018-10-06

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.

Witness my hand and seal this __ day of February 2018.

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

MARIE FEL D. DALAFlJ

STACY LYNNE M. DE JESUS

LILIBETH SOCORRO II. :FRONDOSO

fl··
DOMINIC GABRIEL L. GO

MIR.IAM GRACE A. GO

NATASHYA MARIANNE L. GUTIERREZ

MARIA ROSARIO F. H('FILENA

GEMMA B. MENDOZA

PAULINE GEL C. OCCENOLA

LIBERTAD G. PASCUAL

MARIAA. RESSA

ANNE LOUISE B. YOSlJICO

Witness:

11
t, ot}'

ACKNOWLEDGMENT

Republic of the Philippines)


City of _ l'AOUIO CITY' ) S.S.

I certify that on tIns date before me, a notary public duly authorized in the city named above to
take acknowledgments, personally appeared:

Name IDNo. ID Type

Mirianl Grace A. Go 33-3368329-8 SSSID

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.

Doc. No. lJI


Page No. I.l5
Book No. " SlmtEE ,A. 'fOR, P. ROl\fA
Series of2018. NotaT~' I:ub ,c fbI' ~a:~u!g City
Untrl .;.}e ,:::A~ef. j I. LO I:~
PTR. No. A-3\~95.?:"1' Oi/{i:;/20iR - ·~-.\GtJTG CITY
IEP No.. 02321:'3:,(; ;·,'.':'!n;!-~- O\!'<~i:"!1.t (llV Chaoter
Appoin!1Uel~i ' :~.' :), ": ',i·,;.. " ," ; ~ ,·19 l20 i -i-20 18)
~. . :-.~';.' : .,
Angara, AbeUo C;:'ll'.': . ,;. ~:.:; t:. Cnt2 L~w OfIkcs
,,, .\J<:}'\ 1.../\; ':.V '.i I,.i',;er
2~/r
SecondAve1j].:~ ~~:r:li.:.r J()"" ;:~., CreS(:cll! Park 'West,
Bonifacio Cbt~:?,1 Ciry~ 1635 Tagaig, Metro MfJ!~j,!a
MeLE Compliance N,,), -, V-0025096; 04117/2017

12
I. ,
\,

, ,

Annex "A"
PDR CERTIFICATE

[Please refer to next page for the PDR Certificate.]

13
PDR Certificate No. 003

PHILIPPINE DEPOSITARY RECEIPT CERTIFICATE

RAPPloJER HOLDINGS CORPORATION


Incorporated Under the Laws 0/ the R~public of the Philippines
Issuer

Rela'ling.to Existing Shares of Rappler, Inc.


7,217,257 Underlying Shar€$

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.

~i. L~---- .~~.


MARlA A. RESSA
President Corporate Secretary
-I-A-N-N-EX~" B~4"

Consulate General of the Republic of the Philippines


NEW YORK

Foreign Service of the Philippines )


Consulate General of the Philippines )
New York, New York ) S.S.
United States of America )

ACK.NOWLEDGMENT

BEFORE ME, KERWIN ORVILLE C. TATE, Deputy Consul General of


Republic of the Philippines, in and for the Consular District of New York,
ly commissioned and qualified in the States of New York, Connecticut,
la'ware, Maine, Massachusetts; New I-Iampshire, New Jersey, Pennsylvania,
ode Island, and Vermont, personally appeared,

* G·LENDA MAGBUAL GLORIA *

27th day of February ~018, known to me to be the same person(s) who


ted the attached document and acknowledged to me that the same is
Itheir voluntary act and deed.

This Consulate General assumes no responsibility for the contents of the


d document.

WITNESS WHEREOF, I have hereunto set my hand and caused the


e Consulate General of the Philippines to be affixed in the place and on
bove mentioned.

Annexed document is a/an

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."

556 Fifth Avenue. New York, NY 10036


Tel. No.: (+1) 212 7641330 I Fax: (+1) 212-3821146
email: newyork.pcg@dfa.gov.ph _ www.newyorkpcg.org
])EED OF DONATION
OF PHILIp·PINE DEPOSITARY RECEIPTS

This Deed of Donation of Philippine Depositary Receipts (this "Deed") is executed by and among:

OMI])YAR NETWORK FUND LLC, a limited liability company formed under


the lm.vs of Delaware, United States of America, whose registered office address is
at 1209 Orange S1., Wilmington, Delaware, 19801, United States of America
("ON");

and the following individuals (each, a "DONEE" and collectively, the


"DONEES"):

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;

lJLIBETH SOCORRO t-l. :FRONDOSO, a Filipino citizen, of legal age, with


office address at Level 3, ~North Wing, Estancia Offices, Capitol Commons, Pasig
City, Philippines;

GLENDA M. GLORIA, 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;

NATASHYA MARIANNE L. GUTIERREZ, a Filipino citizen, of legal age, with


office address at Level 3, North Wing, Estancia Offices, Capitol Con1mons, Pasig
City, philippines;

MARIA ROSARIO F. F[OFILENA, a Filipino citizen, of legal age, with office


address at Level 3, North-.W!ng, 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;

PAULINE GEL C. OCCENOLA, a Filipino citizen, of legal age, with office


address at Level 3, North 'Wing, Estancia Offices, Capitol Commons, Pasig City,
Philippines;

LIBERTAD G. PASCUAL, a Filipino citizen, of legal age, with office address at


Level 3, North Wing, Estancia Offices, C':l£!tol 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
.,

DONEE NAME NUMBER OF PDRS


Jennifer V. Chua 515,518
Marie Fel D. Dalafu 515,518
Stacy Ll':nne M. de Jesus 515,518
Lilibeth Socorro L. Frondos<L, 515,519
Glenda M. Gloria 515,519
Dominic Gabriel L. Go 515,518
Miriam Grace A. Go 515,518
Natashya Marianne L. Gutierrez 515,518
Maria Rosario F. Hofilefia 515,519
Gemma B. Nlendoza 515,519
Pauline Gel C.Occefiola 515,518
Libertad G. Pascual 515,518
Maria A. Ressa 515,519
Anne Louise B. Yosuico 515,518
TOTAL 7,217,257

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.

6. Nothing herein contained shall be deemed or be construed to create a partnership, joint


venture, agency or employer-employee relationship between the Parties.

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.

[Signature and notarial pages and annex/ollow.]

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.

Donor: OMIDYAR NETWORK FUND LLC

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

MARIE FEL D. DALAFU

STACY LYNNE M. DE .JESUS

LILIBETH SOCORRO L. FR()NDOSO

DOMINIC GABRIEL L. GO

MIRIAM GRACE A. GO .

NATASHYA MARIANNE L. GUTIERREZ

MARIA ROSARIO F. HOFIL~NA ~

GEMMA B. MENDOZA

PAULINE GEL C. OCCENO]~A

LIBERTAD G. PASCUAL

MARIAA. RESSA

ANNE I~OUISE B. YOSUICC,

Witness:

7
ACKNOWLEDGMENT

Republic of the Philippines)


City of ) S.S.

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:

Name IDNo. ID Type

Jennifer V. Chua 19-089584335-4 Philhealth Card


Marie Fel D. Dalafu 0110299 Professional Identification Card
Stacy Lynne M. De Jesus 0111-6501619-0 Unified Multi-Purpose ID
Lilibeth Socorro L. Frondoso N02-03007103 Driver's License
Dominic Gabriel L. Go 6906-0008A- Voter's ID
G22490DLG 10000
N~tashya Marianne L. Gutierrez EC5203394 DFA NCR East/September 4,2015
Gemma B. Mendoza 19-000006075-9 Philhealth
Pauline Gel C. Occefiola EC3407901 DFA NCR Central/February 7, 2015
Libertad G. Pascual {\.
03-7423891-9 Social Security System ID
Maria A. Ressa ... 7607-1212D- Voter's ID
J0263MAR20000
Anne Louise B. Yosuico N 02-99-412864 Driver's License

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.

Witness nly hand anq seal this 19 th day of February 2018.

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

MARIE FEL D. DALAFU

STACY LYNNE M. DE JESUS

LILIBETH SOCORRO L. FRf)NDOSO

DOMINIC GABRIEL L. GO

MIRIAM GRACE A. GO

NATASIIYA MARIANNE L. (;UTIERREZ

MARIA ROSARIO F. HOFILENA

GEMMA B. MENDOZA

PAULINE GEL C. OCCENOLA

LIBERTAD G. PASCUAL

MARIA A. RESSA

ANNE LOUISE B. YOSUICO

Witness:

9
ACKNOWLEDGMENT

Republic of the Philippines)


City of ) 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:

Name IDNo. ID Type

Maria Rosario F. Hofilefia N06-91- Driver's License


039652/expires
2018-10-06

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

STACY LYNNE M. DE JES1JS

LILIBETH SOCORRO L. FRONDOSO

DOMINIC GABRIEL L. GO

MIRIAM (;RACE A. GO

NATASHYA MARIANNE ~~ GUTII~RREZ

MARIA ROSARIO F. HOF][LENA

GEMMA B. MENDOZA

PAULINE GEL C. OCCENOLA

LIBE11TAD G. PASCUAL

MARIA A. RESSA

ANNE LOUISE B. YOSUICO

. Witness:

11
ACKNOWLEDGMENT

Republic of the Philippines)


City of ) S.S.

I certify that on this date before rne, a notary public duly authorized in the city named above to
take ackno'wledgnlents, personally appeared:

Name IDNo. ID Type

Mirimn Grace A. Go 33-3368329-8 SSSID

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.

Witness my hand and seal this _,-_a~ day of February 2018.

Doc. No.
Page No.
Book No.
Series of 2018.

12
\ ..
\ ..

Annex "A"
PDR CERTIFICATE

[Please refer to next page for the 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~ . .

NAME OF DONOR(S) TIN ADDREss


()MfOYAR NemoRK fUND llC 717..sa.aas.ooo 1201 ORANGE IT. wu:.INGTON DI!' 1!111O.1 UIA,
)00000( XlIJ(lQU( lOCXXlCX

NAME Of' OONEE(S) TIN ADl)1U'.Ss -1


MMIA R~Rto FlOR!N11NO HOFIl!NA 13So012·1e&-OQO '05 P..../i;O DE Rql(AS MAlCAn ClITY I
aeM\lA 8 BAGAYAllI\ 118-t14-1sa.ooO ARAYAT e.TMANqit.t.UVoNo MM I
PAUUNE GEL CA&TEL OCCENOLA 42t-7I4-OD1-«X1 ZOtl£.5 PUROi( Pf!Psc 1lAhf. 8U8D MCOI..OO crrv
lUlERTAD GONZALES PMCUAI.. lOM72-4~ '6Z2i 17TH C COR DE LEON 8Tl8TO N1NO'PAI'IAHAOUEMETRO WIH1t.A -1
IoWIIA I\NGEUTA AYCAAOO RE8$.\ 24t-1ItS-J1'4IO MQIGNACIA It~ ~DlI.iMAN QUEZON CITY 1
BANK DEPOSIT S
~NuneOfBank' B~h T pe of Account Amount
XlOOOO( ~

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

TO~~V_of~_IS. P 70, '84,204.00


~.0ct\)I1Ion. P 70.184.204.00

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.

".~ .-

AUTHORIZED REVENUE OFFICIAL .


~~·o. ... Pri/ll.Odtl""")
ROO No. 039 - Soulh Quezon City
RR. No.1 - Quezon City
NonCE TO THE CON.CERNEDOFFICES:
Thl, evrtlflcata should be preMnted In original form and Is v,ald If wllftout bercott. and ...1, with a,uwfIII/alt.l'ltlon. or not signed by ttl!! .a~horized atgnatory.
PI;' 1 oI;t
O. O. P. December 17; 2013
l

... ~ ~
-1"-
""v

tCAR No: C-2011l-039..ol.8S.2,J-M

NAME Of DONEE(S} TlN ADDRES-. . ·


ANNEl.OUISe Y08lHeo BAlllYUT z4Wtr~ -.e PMTI\TAO IT PlHYI\Hf\N ~ DlLltMHQ'JtlPNCITY
JENNIFER VEl.ABQCHlHUA 21a.~ SI AWl!». 8 REYN,t,.,.. 8. F. HOMES NCR, FOURTH Dl8TRICT CITY Of PARANNlue
IMRIE Fe. DUCAT DAlAFV 2_~
ABsca", SQTHO~II.III!IlIUw.N~ClTY
STACY t. YNNE MAGIWIAL oe JeSUS it4-es2.....~ GMA N!!!WORf< INC!DIIA ~ T\MOG AVE OOUAH QUEZON CITY
lIU8!TH SOCORRO FRONOOSO OEU. CRUZ 205-702-'03-000 .,..8 ........AN/MIIiT MOT PINAHAH DlI.lMN)! QIJ!ZON CITY
G\.ENDII MAGeVf\L Gl,OR.... 112-931-1M«JO NO. 30 SOM. COlt PIONI!&R 8T.IoIIIOALUVONQ CITY
DOMINIC GABRlEllACftAAtAHA QO 41~-5Jr.aoe.ooo A8AGON OMOHA TARlAC
NATASHYA MA~ \.AS Q.t.NOTEOUI 218-51"7 -330-000 UNIT H 811iMRAVE.. C~ E !.OPEl aT., QC
~IAlAM OftACI! A GO 150-7e:!-7~ CAPITAl. COIoIIIoICIHS PAllO CITY

CAESAR R. DU\,.AY., .

I
Commissioner oflnte.,.J ,~d. ,~~,,;;~

PIA
;V (!;;::)
AUTHORIZED. ~EVENt,rE OFfICIAL
(Siaa-0'.. 1'iI.... N.... ~

780 no 1077473098877 ROO No, 03~ - 89Uth Quezon Cily


RR. ND. 1- Quu.on Ci(y
REPUBLIC OF THE PHILIPPINES)
Pasig City ) S.S.

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:

1. I am the Corporate Secretary of RAPPLER HOLDINGS CORPORATION (the


"Corporation"), a corporation duly organized and existing under and by virtue of the laws of
the Philippines, with principal office and business address at the 3rd Floor, Estancia Mall,
Capitol Commons, Pasig City, Philippines.

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;·

ATTY. CHARM t{RrZ!A l. MEDINA


JurisdictionlComrnission Place: PASIG CITY
Appointment No. 231 (2017·2018)
E)(piry Date: DECEMBER 2018
RoH No. 69044
9()1 One Corporate Center, Julia Vargas
Avenue, Ortigas Center, Pasig
PTR No. 3871404
18P No. 023679
OFFICE COpy
REPUBLIC OF THE PHILIPPINES)
TAGUIG, METRO MANILA ) S.S.

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 Registered Mail to:

OFF{CE OF THE SOLICI1;OR GENERAL


134 Amorsolo St., Legaspi Village,
1229 Makati City

SPECIAL HEARING PANEL


c/o Office of the General Counsel
of the Securities and Exchange Commission
Ground Floor, Secretariat Building,
PICC Complex, Roxas Boulevard,
Pasay City 1307

SECURITIES AND EXCHANGE COMMISSION EN BANe


c/o Office of the Commission Secretary
3rd Floor, Secretariat Building,
PICC Complex, Roxas Boulevard,
Pasay City 1307

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.

17 August 2018, Taguig, Metro Manila.

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:

Community Tax Certificate Competent Evidence of Identity


Number DatefPlace Type Details
, Issued
HumpreyG. 11972594 19 March 2018/ SSSID No. 33-7269795-7
Alecha Manila HDMF 1010-0295-2895; issued
Transaction 25 October 2008
Card

Doc. No. Lf 1; <'10.,""''''-\',,\\


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M~~Q~-J . rnr-
6\TTV, ,MA.RlA IV"; KRlST'Et M. t;tYNtALES
Ncitary Public for Taguig Ci'ty
Until De~~emoeT 3!, 201~
PiJ1't -'No. A-3695115; 01105/2018 -=- 1"';'\.:6u'jIQ t:lty
nrp No. 023263; 01/05/.2018 - Ma:.~i.1{i Citv
IAppuintltrent / Comll1:i3sioH No. ':S'8 (Q(:l'ns:.2D19~
RoO Nt), 6)141'"~
~gara Abello Concepci<>t: Regaia & Crnz La\\; Office~
22/F i\ ceRAtA \hr' Tt)0;r{~r
~ecohd AV'entie'cot'ner 3~ltb St.. Cre:::eent T'aYk West,
lBonifa~io Cilobal City, i 635 Taguig,MetfOManii'b
~f\ln.:tJ.: C'(:m.tph:Wi;:c-cN(J, VI-H{J(iffl7t1t<& -Ql!r5/l~