EMI CASH DIVIDEND DECLARATION

In connection with the cash dividend declaration of Emperador Inc. (EMI) on April 1, 2024 with record date of May 2, 2024, please note that the final withholding tax on dividends under Philippine National Internal Revenue Code, as amended (“Philippine Tax Code”) are as follows:¹

*A nonresident alien individual who shall come to the Philippines and stay therein for an aggregate period of more than one hundred eighty (180) days during any calendar year shall be deemed a ‘nonresident alien doing business in the Philippines.

For stockholder/s who are entitled to the tax sparing provision of the Philippine Tax Code⁷,any of the international tax agreements which the Philippines has entered into (please refer to this link for the list of countries https://www.bir.gov.ph/index.php/international-tax-matters/international-tax-agreements.html), or any other tax exemption or preferential rates, kindly refer to the paragraphs below for requirements.

1. For non-resident foreign corporations or individuals claiming tax treaty or tax agreement relief, the client/recipient/beneficial owner must submit to EMI the following
   1. Original or certified true copy of its valid (not expired) Certificate of Entitlement to Treaty Benefit (“COE”) issued by the Philippine Bureau of Internal Revenue (“BIR”);
   2. Original notarized and/or consularized and/or apostilled Indemnity Undertaking on tax treaty in favor of EMI, samples of which are attached for reference as Annex “A”; and
   3. Original notarized Indemnity Undertaking from the brokers/custodians in favor of EMI, a sample of which is attached for reference as Annex “B”.
2. For those availing tax exemptions, the client/recipient/beneficial owner must submit:
   1. Original or certified true copy of the valid (not expired) BIR Ruling confirming its tax exemption;
   2. Original notarized and/or consularized and/or apostilled Indemnity Undertaking in favor of EMI, a sample of which is attached for reference as Annex “C”; and
   3. Original notarized Indemnity Undertaking from the brokers/custodians in favor of EMI (see Annex “B”).
3. For those availing tax sparing, the client/recipient/beneficial owner must submit:
   1. Original or certified true copy of its valid (not expired) Certificate of Entitlement to Reduced Dividend Rate issued by the BIR;
   2. Original notarized and/or consularized and/or apostilled Indemnity Undertaking (Tax Sparing) in favor of EMI, a sample of which is attached for reference as Annex “D”, and
   3. Original notarized Indemnity Undertaking from the brokers/custodians in favor of EMI (see Annex “B”).
4. For those trading in SGX-ST and not covered by the preceding paragraphs, the client/recipient/beneficial owner will be subject to final withholding tax of 25% as a Philippine non-resident not engaged in trade or business in the Philippines. If you do not fall within this tax category, the client/recipient/beneficial owner must submit:
   1. Original or certified copy of your proof of Philippine residence or that you are engaged in trade or business in the Philippines;
   2. Original notarized and/or consularized and/or apostilled Indemnity Undertaking in favor of EMI, a sample of which is attached for reference as Annex “E”, and
   3. If the stockholder has no direct account with SGX-ST/CDP, the original notarized Indemnity Undertaking from the depository agent/s in favor of EMI (see Annex “B”).

EMI reserves the right to request additional documents which the BIR deems necessary for the proper disposition of the application, as well as the right to require the original copies of the documents when required by BIR for presentation or verification of the authenticity of the submitted copies thereof.

Other than for stockholders under paragraph 4, for the requirements on the identity of the stockholder/client (individual, domestic corporation, resident alien, non-resident alien), we will rely on the information provided by the broker/custodian through the Philippine Depositary and Trust Corp. (“PDTC”) regarding the identity/status of their clients.

The brokers/custodians are solely responsible and liable for the completeness of the information or requirements of their respective clients and EMI will not entertain any request for review or confirmation regarding any document or requirement.

All documents or requirements must be forwarded to the following address to enable them to determine the applicable rates and for submission to EMI on or before 2:00 o’clock in the afternoon of May 14, 2024, Philippine Time:

Ms. Dina D.R. Inting
CFO/Corporate Information Officer/Compliance Officer
7th Floor 1880 Eastwood Avenue Building
Eastwood City CyberPark, 188 E. Rodriguez Jr. Avenue
Bagumbayan, Quezon City

We highly encouraged our stockholders to give priority to completing the above requirements and expedite submission if you wish to qualify for a lower tax rate or exemption, taking into account potential international postage delays.

Any document or requirement submitted after the above-mentioned cut-off time and date shall not be accepted. No preferential rates or exemption shall be allowed without the original required documents submitted to EMI on or before the cut-off time and date. This means non-resident foreign corporations shall be taxed at twenty-five percent (25%), pursuant to Republic Act No. 11534 and its relevant BIR issuances and non-resident aliens shall be taxed at twenty-five percent (25%). There shall be no refund process in place.

¹The statements made regarding taxation in the Philippines are based on the laws in force at the date hereof and are subject to any changes in law occurring after such date. It does not purport to be a comprehensive description of all of the tax considerations that may be relevant to the final withholding tax on dividends and does not purport to deal with the tax consequences applicable to all tax categories. Stockholders are advised to consult their own tax advisers concerning the tax consequences of the Company’ dividend declaration.
²Section 24, B par. 2, Philippine Tax Code
³Sections 27, D (4) and 28, (A), (6) (d), ibid.
⁴Section 25, (A) (2) in relation to (1), ibid.
⁵Section 25, (B), ibid.
⁶Section 28, (B) (1), ibid.
⁷Section 28(B)(5)(b), ibid.