IPO Information Center

KEY TERMS OF THE RETAIL OFFER

Offer	Offer Firm Shares : 3,342,864,000 Common Shares Option Shares : Up to 305,103,000 Common Shares
Offer Price	₱6.45 per share
Minimum Subscription	₱6,450.00
Maximum Subscription	₱999,750.00
Offer Period	August 25, 2021 to September 3, 2021
Tentative Listing Date	September 14, 2021

The above table only provides select terms of the offer for RL Commercial REIT, Inc.'s (the "Company") Real Estate Investment Trust ("REIT") initial public offering. Investors are strongly advised to carefully read the contents of the Final REIT Plan dated August 20, 2021, together with the more detailed information, financial statements and annexes appearing therein: Click here to access the Final REIT Plan.

Investors are advised to read the implementing guidelines for the application and settlement procedures for Local Small Investors ("LSIs") under the Local Small Investors Program (the "LSI Guidelines") of the Philippine Securities and Exchange Commission ("SEC") and The Philippine Stock Exchange, Inc. ("PSE") through the PSE Electronic Allocation System ("PSE EASy"): Click here to access the LSI Guidelines.

SUBSCRIPTION PROCESS FOR LOCAL SMALL INVESTORS ("LSIs")

Applications to purchase shares may be done online via PSE EASy: https://easy.pse.com.ph/

For details on how to create a PSE EASy Account, please click on the following link: Click here to learn how to create a PSE EASy account.

Investors should nominate an active REIT-eligible trading participant of the PSE ("Eligible TP"), otherwise known as a stock broker, which will create the LSI Applicant's Name on Central Depository ("NoCD") sub-account through which its shares will be lodged.

Only applicants with a nominated stock broker or Eligible TP will be allowed to proceed with the PSE EASy registration and to participate in the REIT IPO. Coordinate with your nominated stock broker to ensure the NoCD sub-account is created. Failure to create a valid NoCD sub-account may result to the rejection of the application.

During the offer period, login to your PSE EASy account and click the RCR IPO Event and place your order for a minimum of ₱6,450.00 (1,000 shares) and a maximum of ₱999,750.00 (155,000 shares).

For further details on how to subscribe via PSE EASy, please click on the following link: Click here to learn how to subscribe via PSE EASy.

All applications should be completed by 12:00 noon of September 3, 2021. Payments must be fully settled by 1:30 p.m. on the same date.

IMPORTANT NOTE: Successful applications via PSE EASy will generate a reference number and payment instructions. Applicants must ensure to properly note down their PSE EASy Reference Number once generated.

Failure to complete payment by the deadline will cause automatic rejection of the whole subscription. LSI applications will be processed on a first-come, first-served basis while final allocation of the Firm Shares will be determined pursuant to the allocation mechanics.

Applicants who subscribed to the Company's Firm Shares via PSE EASy are advised to regularly check their account for updates regarding the status of their applications. Applicants shall be notified of their confirmed allocations at the end of the Offer Period, subject to the existence of the applicant's NoCD sub-account.

ACCOUNT OPENING FOR LSIs WITH NO EXISTING TRADING ACCOUNT OR NOCD SUB-ACCOUNT

Applicants may apply for opening of a securities trading account and a NoCD sub-account with the default Eligible TP and nominate the entity as its endorsing "PSE Trading Participant" on PSE EASy prior to the submission of the PSE EASy registration.

Default Eligible TP/Broker	Website
BPI Securities Corporation ( "BPI Sec")	https://www.bpitrade.com

The list of other Eligible TPs from which the applicants may choose to open a securities trading account with, and nominate as its endorsing "PSE Trading Participant" can be found in the following link: https://www.pse.com.ph/real-estate-investment-trust/#reits3. Note, however, that not all Eligible TPs may be registered in PSE Easy.

Applicants are encouraged to process the opening of the trading account as soon as possible, taking into account each broker's requirements and processing time. The account opening instructions for the default broker can be found in the web link provided above.

Applicants must ensure that the account information provided to PSE EASy and the nominated broker are consistent to ensure the successful validation of the applicant's PSE EASy account by the nominated broker (or the endorsing "PSE Trading Participant").

Applicants must also ensure that the endorsing "PSE Trading Participant" is currently active and deemed eligible to trade REIT shares. The applicant must also coordinate with their Eligible TP for the creation of the applicant's NoCD sub-account prior to subscribing to the Offer.

Failure to create a valid NoCD sub-account may result to the rejection of the application.

For applicants with existing NoCD sub-accounts with Eligible TPs, note that there is no need to create a new NoCD sub-account with the same Eligible TP. For the avoidance of doubt, applicants with NoCD sub-accounts for dollar denominated securities but not for REITs must create a new NoCD sub-account for REITs.

This material does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction where it is unlawful to do so. The securities to which this material relates may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither the Company nor any seller of the securities intends to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. No money, securities or other consideration is being solicited by this communication or the information contained herein and, if sent in response to this communication or the information contained herein, will not be accepted.

NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS COMMUNICATION MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER WITHOUT THE PRIOR WRITTEN CONSENT OF THE SENDER OF THIS COMMUNICATION.

KEY TERMS AND DATES OF THE TRADING PARTICIPANTS OFFER

Offer	Firm Shares: 3,342,864,000 Common Shares Option Shares: Up to 305,103,000 Common Shares
Offer Price	₱6.45 per share
Allocation per Eligible TP	5,435,500 Firm Shares
Offer Period	August 25, 2021 to September 3, 2021
Submission of Firm Undertaking to Purchase Firm Shares	No later than 11:00 a.m., August 31, 2021
Receipt of Notice of Final Allocation	No later than 9:00 a.m., September 2, 2021
Deadline for Submission of Application Documents (including Proof of Payment) to the Receiving Agent*	No later than 12:00 noon, September 3, 2021
Deadline for Submission of NoCD Sub-account Creation Request to PDTC	No later than 2:00 p.m., September 8, 2021
Tentative Listing Date	September 14, 2021

*For soft copies; Original / physical copies may be submitted until 12:00 noon on September 10, 2021, provided that a notarized affidavit of undertaking to submit the original copies is submitted to the Receiving Agent no later than 12:00 noon on September 3, 2021.

The above table only provides key terms and dates for RL Commercial REIT, Inc.'s (the "Company") Real Estate Investment Trust ("REIT") initial public offering. Investors are strongly advised to carefully read the contents of the Final REIT Plan dated August 20, 2021, together with the more detailed information, financial statements and annexes appearing therein: Click here to access the Final REIT Plan.

Eligible Trading Participants ("Eligible TPs") are advised to read the Implementing Guidelines for the Reservation and Allocation of RL Commercial REIT, Inc.'s Offer Shares to the Eligible Trading Participants of The Philippine Stock Exchange, Inc. through the Lead Local Underwriter ("Eligible TP Guidelines"). Click here to access the Eligible TP Guidelines.

Participating Eligible TPs may download the Selling Kit below.

1- RCR IPO - Application to Purchase (fillable)
2 - RCR IPO - Application to Purchase (non-fillable)
3 - RCR IPO - Signature Card
4 - RCR IPO - Eligible TPs Sales Report
5 - RCR IPO - List of Acceptable IDs
6 - RCR IPO - Undertaking for Tax Treaty Relief or Exemption
7 - RCR IPO - Implementing Guidelines for REIT-Eligible TPs
8 - RCR IPO - Implementing Guidelines for LSIs

Any questions related to the Initial Public Offering or Eligible TP Guidelines may be directed to the Lead Local Underwriter through BPI Capital Corporation at rcripo.bpicapital@gmail.com.

Any questions related to the documentary submissions and payments may be directed to the Receiving Agent through Stock Transfer Service, Inc. at rcripo@stocktransfer.com.ph.

PAYMENT INSTRUCTIONS (for LSIs)

Successful applications via PSE EASy will generate a reference number and payment instructions. Application to subscribe for the Firm Shares must be settled within the Offer Period.

Modes of Payment

Below are the available payment options for LSI applicants:

Over-the-counter via BPI Bills Payment in the name of "RCR IPO" at any operating BPI branch through the following payment types:
1. Cash; or
2. Personal, corporate, or manager's / cashier's check drawn against an account with a BSP-authorized bank.
Only checks with clearing periods of no more than one (1) banking day shall be accepted. All checks should be made payable to "RCR IPO", crossed "Payee's Account Only", and dated the same date as the application via PSE EASy.

For BPI branch schedules and list of closed BPI branches, please visit:
https://www.bpi.com.ph/announcements/branch-schedule-ecq-2021.
Online payment via BPI Bills Payment, with "RCR IPO" as the merchant name through the following online payment channels:
1. BPI Internet Banking; or
2. BPI Mobile Banking App.

Each LSI applicant is responsible in ensuring that the payment details provided upon payment are correct.

The PSE EASy Reference Number should be indicated in the deposit/ payment slip for over-the-counter payments. LSI applicants are encouraged to bring a copy of the PSE EASy email confirmation containing the PSE EASy Reference Number for validation.

For online payments via BPI Internet Banking and BPI Mobile Banking App, LSI applicants must enroll "RCR IPO" as a merchant in their BPI accounts and indicate the PSE EASy Reference Number in the "Reference Number" field. Failure to include the PSE EASy Reference number will result in the rejection of the application.

Only LSI applicants with existing and active BPI bank accounts and who have successfully enrolled "RCR IPO" as a merchant may pay through the BPI Internet Banking and BPI Mobile Banking App platforms.

Please note that interbank fund transfer (e.g. InstaPay, PESONet) will not be accepted as mode of payment.

For applicants with trading accounts in COL Financial and First Metro Securities, Inc. ("COL") and First Metro Securities Brokerage Corporation ("First Metro Sec"), and would like to nominate COL or First Metro Sec as their designated Eligible TP to receive the Offer Shares on Listing Date, please coordinate with said Eligible TPs through the contact details below for alternative modes of payment:

Broker	Contact Details
COL Financial	Name: COL Helpdesk Email: helpdesk@colfinancial.com Facebook messenger: http://facebook.com/COLfinancial
First Metro Securities	John Gilbert Bernardo - Customer Support Officer Phone: (02)8859-0653 Email: jbernardo@firstmetrosec.com.ph Jocelyn C. Castillo - Head of Cash Settlement Phone: (02)8859-0605 Email: jcastillo@firstmetrosec.com.ph

Any questions related to the payment instructions and available payment methods may be coursed through Stock Transfer Service, Inc. (the "Receiving Agent") via email to rcripo@stocktransfer.com.ph. The subject of the email shall indicate "LSI IPO Subscription - Payment Questions".

Failure to comply with the deadline and instructions will constitute as rejection of the application, and any payment made will be refunded, without interest all or a portion of the payment corresponding to the number of Firm Shares wholly or partially rejected through the issuance of checks by the Receiving Agent, which shall be available for pick-up at the office of the Receiving Agent at 34/F Unit D, Rufino Pacific Tower, 6784 Ayala Ave., Makati City, starting on September 10, 2021. If such check refunds are not claimed after 30 days following the beginning of the refund period, such checks shall be mailed to the applicant's registered address at the applicant's risk.

FREQUENTLY ASKED QUESTIONS

A REIT is a stock corporation that invests primarily in income-generating real estate assets. A publicly listed REIT must (1) maintain its status as a listed company; and (2) upon and after listing, have at least 1,000 public shareholders each owning at least 50 shares of any class, who in aggregate, own at least 1/3 of the outstanding capital stock of the REIT.

An LSI is defined as a subscriber to the Offer who is willing to subscribe or purchase a minimum board lot or whose subscription or purchase does not exceed [₱1,000,000.00].

The Firm Shares allocated for the LSI tranche may be purchased by any natural person of legal age regardless of nationality, subject to the restrictions on ownership, as described in the Final REIT Plan, and the Company's right to reject, in whole or in part, an application to subscribe to the Firm Shares, or reduce the number of Firm Shares applied for subscription.

No, only LSI applications duly accomplished through PSE EASy will be received and accepted.

Applications through PSE EASy must be completed no later than 12:00 noon on September 3, 2021.

No. Multiple applications (i.e. two or more applications by the same applicant) will not be allowed.

Yes, a trading account with an Eligible TP is required to create a PSE EASy account. In the event that an LSI applicant does not have a trading account with an Eligible TP, the LSI applicant may open a trading account with any Eligible TP and nominate said entity as its endorsing Eligible TP by following the instructions stated above. LSI applicants are encouraged to coordinate with the Eligible TPs on verifying their PSE EASy account and the creation of their NoCD sub-accounts.

Failure to create a valid NoCD sub-account may result to the rejection of the application.

Upon verification by the chosen Eligible TP, a notification regarding the validation of your account will be sent by PSE EASy to your nominated email address.

A PSE EASy Reference Number will only be generated upon successful application through the system. The reference number will also be sent to your nominated email by PSE EASy. Please refer to the instructions above for more details on the PSE EASy subscription process.

Applications must be submitted on or before 12:00 noon of September 3, 2021. Payments must be fully settled by 1:30 p.m. on the same date. Failure to fully settle on or before the deadline will result in the rejection of the application. Further, it will also cause a temporary deactivation of the PSE EASy account of the LSI. An LSI who fails to settle the payment for the subscription will not be allowed to subscribe to the shares offering during the next initial public offering in the PSE.

Further, applications where checks are dishonored upon first presentation and applications which do not comply with the terms of the Offer will be automatically rejected. For the avoidance of doubt, any payment received pursuant to the application does not constitute approval or acceptance of the application.

Please refer to the LSI Guidelines for more details and instructions for payment.

A BPI account is not necessary to pay for the subscription. You may just go to any operational BPI branch to pay for your subscription via over-the-counter deposit payment. Please email rcripo@stocktransfer.com.ph for further details on payment. Please note that a BPI account will be required if your chosen payment method is through BPI Mobile Banking App or BPI Internet Banking. Please refer to the section on payment methods for more details.

Yes. The PSE EASy reference number must be included in the deposit payment slip if via over-the-counter payment in a BPI Branch and in the relevant section if through BPI Mobile Banking App or BPI Internet Banking. Failure to include your PSE EASy Reference number will result in the rejection of the application.

In the event that the number of Offer Shares to be received by an applicant, as confirmed by the Lead Local Underwriter, is less than the number covered by its application, or if an application is rejected by the Company, then the Receiving Agent shall notify the applicant in writing by September 10, 2021. Any payment made will be refunded, without interest all or a portion of the payment corresponding to the number of Firm Shares wholly or partially rejected through the issuance of checks by the Receiving Agent, which shall be available for pick-up at the office of the Receiving Agent at 34/F Unit D, Rufino Pacific Tower, 6784 Ayala Ave., Makati City, starting on September 10, 2021. If such check refunds are not claimed after 30 days following the beginning of the refund period, such checks shall be mailed to the applicant's registered address at the applicant's risk.

As required under the listing rules of the PSE (the "PSE Rules"), the shares subject of the Offer should be in scripless form and lodged with the Philippine Depository & Trust Corp. ("PDTC") under their NoCD facility. As such, applicants are required to nominate an Eligible TP (subject to the latter's confirmation) through whom the LSI applicant may request for the creation of their NoCD sub-account where the subscribed shares will be lodged.

Kindly coordinate with your chosen Eligible TP on the creation of your NOCD sub-account.

Further, as required under the PSE Amended Listing Rules for REITs, all of the shares of stock of the Company shall be issued in the form of uncertified securities and a shareholder may not require the Company to issue a certificate in respect of any share recorded in their name.

Any questions related to the Initial Public Offering may be directed to the Lead Local Underwriter through BPI Capital Corporation at rcripo.bpicapital@gmail.com or to the Receiving Agent through Stock Transfer Service, Inc. at rcripo@stocktransfer.com.ph.