The prospectus is being displayed in the website to make the

prospectus accessible to more investors. The PSE assumes no

responsibility for the correctness of any of the statements made or
opinions or reports expressed in the Prospectus. Furthermore, the
Stock Exchange makes no representation as to the completeness of
the Prospectus and disclaims any liability whatsoever for any loss
arising from or in reliance in whole or in part on the contents of the
Prospectus.
Prospectus October 4, 2007

Primary and Secondary Offer of 140,604,000 Common Shares

Offer Price of P4.68 per Offer Share

Sole Issue Manager and Lead Underwriter

AB Capital and Investment Corporation

RCBC Capital Corporation

Participating Underwriters

The Trading Participants of the Philippine Stock Exchange, Inc.

Selling Agents
I-Remit, Inc.
26/F Discovery Centre
ADB Avenue, Ortigas Centre
Pasig City, Philippines
Telephone Number: (632) 6891121

This Prospectus relates to the offer and sale of 140,604,000 Common Shares (the “Offer,” and such shares,
the “Offer Shares”), with par value of P1.00 per share, of I-Remit, Inc. (“iRemit” or the “Company”), a
corporation organized under Philippine law. The Offer Shares will comprise of (i) 107,417,000 new Common
Shares to be issued and offered by iRemit by way of a primary offer (the “Primary Offer,” and such Shares,
the “Primary Offer Shares”) as further described below and (ii) a total of 33,187,000 existing Shares offered
by JTKC Equities, Inc. (offering 21,571,550 Common Shares), Surewell Equities, Inc. (offering 9,956,100
Common Shares), and JPSA Global Services Co. (offering 1,659,350 Common Shares) (together, the “Selling
Shareholders”) pursuant to a secondary offer (the “Secondary Offer,” and such Shares, the “Secondary Offer
Shares”). iRemit will not receive any of the proceeds from the sale of the Secondary Offer Shares. The Offer
Shares shall be offered at the offer price of P4.68 per Offer Share (the “Offer Price”). The determination of
the Offer Price is further discussed on page 29 of this Prospectus.

The Company has applied with the Securities and Exchange Commission for the registration of the
140,604,000 Offer Shares and the 421,813,000 issued common shares with a par value/issue value of P1.00
per share not covered by the Offer.
The Company has an authorized capital stock of 1,000,000,000 Common Shares, each with a par value of
P1.00, of which 455,000,000 Common Shares have been issued and 454,950,000 outstanding. 562,367,000
Common Shares shall be outstanding after the Offer.

All of the Common Shares of the Company in issue or to be issued pursuant to the Offer (collectively the
“Shares”) are unclassified and have, or upon issue will have, identical rights and privileges. The Shares may
be owned by any person or entity regardless of citizenship or nationality subject to the limits prescribed by
Philippine laws on foreign ownership for certain types of domestic companies.

The total gross proceeds expected to be raised by iRemit and the Selling Shareholders from the sale of the
Offer Shares is estimated to be P658,026,720.00 based on the Offer Shares and Offer Price set forth above.
The underwriting and selling fees to be paid by the Company in relation to the Offer shall be equivalent to
two per cent (2%) of the gross proceeds from the Offer. The net proceeds from the Primary Offer, estimated
to be approximately P475,775,072.00, determined by deducting from the gross proceeds of the Primary Offer
the Company’s pro-rated share in the professional fees, underwriting and selling fees, listing and filing fees,
taxes and other related fees and expenses, will be used by the Company to finance, in part, its expansion in
other countries and to partially retire some of the Company’s short-term interest-bearing loans. Please see a
more detailed discussion on proceeds from the Offer and the Company’s proposed use of proceeds under
“Use of Proceeds” on page 26 of this Prospectus.

Each holder of Shares will be entitled to such dividends as may be declared by the Company’s Board of
Directors (the “Board”), provided that any stock dividend declaration requires the approval of shareholders
holding at least two-thirds of the Company’s total outstanding capital stock. The Corporation Code of the
Philippines, Batas Pambansa Blg. 68, has defined “outstanding capital stock” as the total shares of stock
issued, whether paid in full or not, except treasury shares. Dividends may be declared only from the
Company’s unrestricted retained earnings. See “Dividends and Dividend Policy” on page 28 of this
Prospectus.

2
140,604,000 of the Offer Shares are being offered in the Philippines at the Offer Price. First Metro Investment
Corporation (“FMIC” or the “Lead Underwriter”) will act as the Lead Underwriter of the Offer. Details
regarding the commission to be received by FMIC can be found under “Plan of Distribution” on page 32 of
this Prospectus.

Unless the context indicates otherwise, any references to the “Company” refer to iRemit. The information
contained in this Prospectus relating to the Company and its operations has been supplied by the Company,
unless otherwise stated herein. To the best of its knowledge and belief, the Company (which has taken all
reasonable care to ensure that such is the case) confirms that the information contained in this Prospectus
relating to the Company and its operations is correct, and that there is no material misstatement or omission of
fact which would make any statement in this Prospectus misleading in any material respect and that the
Company hereby accepts full and sole responsibility for the accuracy of the information contained in this
Prospectus with respect to the same. The Underwriters confirm that they have exercised the required due
diligence in verifying that all material information in this Prospectus is true. The Underwriters assume no
liability for any information supplied by the Company in relation to this Prospectus. Unless otherwise
indicated, all information in this Prospectus is as of the date of this Prospectus. Neither the delivery of this
Prospectus nor any sale made pursuant to this Prospectus shall, under any circumstances, create any
implication that the information contained herein is correct as of any date subsequent to the date hereof or that
there has been no change in the affairs of the Company since such date.

No person is authorized in connection with any offering made hereby to give any information or to make any
representation other than as contained in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company, the Selling Shareholders
or the Underwriters.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby by any person. Each investor in the securities offered hereby must comply with all applicable laws and
regulations, and neither the Company, any of the Selling Shareholders nor the Underwriters shall have any
responsibility therefore.

In making an investment decision, investors must rely on their own examination of the Company and the
terms of the Offer, including the material risks involved. The Offer is being made on the basis of this
Prospectus only.

Market data and certain industry forecasts used throughout this Prospectus were obtained from internal
surveys, market research, publicly available information and industry publications. Industry publications
generally state that the information contained therein has been obtained from sources believed to be reliable,
but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys,
industry forecasts and market research, while believed to be reliable, have not been independently verified,
and neither the Company, the Selling Shareholders nor the Underwriters make any representation as to the
accuracy of such information.

This Prospectus includes forward-looking statements. The Company has based these forward-looking
statements largely on its current expectations and projections about future events and financial trends
affecting its business. Words including but not limited to, “believes”, “may”, “will”, “estimates”, “continues”,
“anticipates”, “intends”, “expects” and similar words are intended to identify forward-looking statements. In
light of these risks and uncertainties associated with forward-looking statements, investors should be aware
that the forward-looking events and circumstances discussed in this Prospectus might not occur. The
Company’s actual results could differ substantially from those anticipated in the Company’s forward-looking
statements.

3
See “Risk Factors” beginning on page 19 for a discussion of certain factors to be considered in connection
with an investment in the Offer Shares.

Approval has been obtained to list the Offer Shares on the Philippine Stock Exchange, Inc. (“PSE”). Such an
approval for listing is permissive only and does not constitute a recommendation or endorsement by the PSE
or the Philippine Securities and Exchange Commission (the “Philippine SEC”) of the Offer Shares. Prior to
the Offer, there has been no public market for the Shares. Accordingly, there has been no market price for the
Shares derived from day to day trading.

Application has been made to the Philippine SEC to register the Offer Shares under the provisions of the
Securities Regulation Code of the Philippines (Republic Act No. 8799).

The Offer Shares are offered subject to receipt and acceptance of any order by the Underwriter and subject to
its right to reject any order in whole or in part.

Any inquiries regarding this Prospectus should be forwarded to the Company or to First Metro Investment
Corporation.

ALL REGISTRATION REQUIREMENTS HAVE BEEN MET AND ALL INFORMATION

CONTAINED HEREIN IS TRUE AND CORRECT.

I-Remit, Inc.

(Original signed)
Harris Edsel D. Jacildo
President and Chief Operating Officer

SUBSCRIBED AND SWORN to before me this __________, 2007 at __________ City, Metro Manila,
affiant exhibited to me his __________ No. __________ issued on __________, 2007 in __________.

Doc. No. ____________________;

Page No. ____________________;
Book No.____________________;
Series of 2007.

4
 TABLE OF CONTENTS

GLOSSARY OF TERMS ............................................................................................................................................ 7

EXECUTIVE SUMMARY.......................................................................................................................................... 9

TERMS AND CONDITIONS OF THE OFFER .....................................................................................................11

SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION .................................................................. 16

RISK FACTORS ........................................................................................................................................................ 19

USE OF PROCEEDS................................................................................................................................................. 26

DIVIDENDS AND DIVIDEND POLICY................................................................................................................ 28

DETERMINATION OF OFFER PRICE ................................................................................................................ 29

DILUTION.................................................................................................................................................................. 30

CAPITALIZATION ................................................................................................................................................... 31

PLAN OF DISTRIBUTION...................................................................................................................................... 32

DESCRIPTION OF THE OFFER SHARES .......................................................................................................... 34

THE COMPANY ........................................................................................................................................................ 37

CORPORATE GOVERNANCE .............................................................................................................................. 55

SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL SHAREHOLDERS .................... 57

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT............................................................... 59

MANAGEMENT AND SHAREHOLDERS ........................................................................................................... 60

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS............................................................................................................................................................ 73

OVERVIEW OF THE PHILIPPINE REMITTANCE INDUSTRY .................................................................... 79

DESCRIPTION OF PROPERTIES......................................................................................................................... 84

CONTRACTS AND AGREEMENTS...................................................................................................................... 85

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .................................................... 87

LEGAL PROCEEDINGS.......................................................................................................................................... 89

GENERAL CORPORATE INFORMATION......................................................................................................... 90

5
REGULATORY FRAMEWORK............................................................................................................................. 94

PHILIPPINE FOREIGN INVESTMENT, EXCHANGE CONTROLS AND FOREIGN OWNERSHIP ..... 96

TAXATION ................................................................................................................................................................. 97

PHILIPPINE STOCK MARKET .......................................................................................................................... 102

INTERESTS OF NAMED EXPERT AND COUNSEL ....................................................................................... 106

LEGAL MATTERS.................................................................................................................................................. 107

PRINCIPAL ACCOUNTING SERVICES AND FEES........................................................................................ 108

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ............................................................................... 109

FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORTS ...............................................110

6
 GLOSSARY OF TERMS

AMLA Republic Act No. 9160, as amended by Republic Act No. 9194, otherwise
known as the Anti-Money Laundering Act of 2001

AMLC Anti-Money Laundering Council

Application An application to subscribe to Offer Shares pursuant to the Offer

BIR Bureau of Internal Revenue

BOI Board of Investments

BSP Bangko Sentral ng Pilipinas

Common Shares The Company’s common shares of stock, par value Php1.00 per share

Company, Corporation or I-Remit, Inc.

iRemit

Corporation Code Batas Pambansa Blg. 68, otherwise known as “The Corporation Code of
the Philippines.”

Escrow Agent Philippine Depository & Trust Corporation

IFS iRemit Foreign System

IPO Initial Public Offering

Lead Underwriter First Metro Investment Corporation

Listing Date October 17, 2007

LSI Local Small Investor, as defined in the PSE Revised Listing Rules, is a
share subscriber or purchaser who is willing to subscribe or purchase up to
a minimum board lot or whose subscription or purchase does not exceed
Php25,000.

MOA Memorandum of Agreement

Offer The offer for subscription of 140,604,000 Common Shares of the

Company

Offer Period The period commencing at 9:00 am on October 5, 2007 and ending at
12:00 nn on October 11, 2007 unless extended by agreement between the
Company, the Selling Shareholders, the Underwriters and the PSE

Offer Price P4.68

Offer Shares The Common Shares to be offered pursuant to the Offer

Participating Underwriters AB Capital and Investment Corporation and RCBC Capital Corporation

PDTC The Philippine Depository and Trust Corp., the central securities
depositary of, among others, securities listed and traded on the PSE.

7
PFRS Philippine Financial Reporting Standards

Philippine SEC The Securities and Exchange Commission of the Philippines

Php or P The lawful currency of the Republic of the Philippines

POEA Philippine Overseas Employment Agency

Pricing Date October 3, 2007

Primary Offer Shares 107,417,000 Common Shares offered on behalf of the Company

PSE The Philippine Stock Exchange, Inc.

Receiving Agent Professional Stock Transfer, Inc.

Secondary Offer Shares 33,187,000 Common Shares offered on behalf of the Selling Shareholders

Securities Regulation Code Republic Act No. 8799 otherwise known as the "The Securities Regulation
Code of the Philippines", as amended from time to time, and including the
rules and regulations issued thereunder

Selling Agents The Trading Participants of the PSE

Selling Shareholders Surewell Equities, Inc. JTKC Equities, Inc. and JPSA Global Services Co.

SRC Securities Regulation Code (R.A. 8799)

SSPP Special Stock Purchase Plan

Stock Transfer Agent Professional Stock Transfer, Inc.

Trading Day Any day on which trading is allowed in the PSE

Trading Participants Duly licensed securities brokers who are trading participants of the PSE

Underwriters The Lead Underwriter and Participating Underwriters

Underwriting Agreement The agreement dated October 4, 2007, entered into between iRemit, the
Selling Shareholders and the Underwriters relating to the underwriting of
the Offer Shares.

USD or $ The lawful currency of the United States of America

8
 EXECUTIVE SUMMARY

The following information is derived from, and should be read in conjunction with the full text of this
Prospectus.

The Offer

The Company is offering for subscription a total of 140,604,000 Common Shares, each with a par value of
P1.00. The Offer Shares shall consist of 107,417,000 new Shares to be issued and offered by iRemit and
33,187,000 existing Shares offered by the Selling Shareholders. The Offer Shares will represent slightly
above 25% of the total outstanding capital stock of 562,367,000 (net of 50,000 treasury shares). Common
Shares of the Company after completion of the Offer. The offer price is at P 4.68 per share.

The Company estimates that its net proceeds from the Primary Offer based on an Offer Price of P4.68 per
Offer Share, will be approximately P475,775,072.00 after deducting the applicable underwriting discounts
and commissions and expenses for the Offer payable by the Company.

The Company intends to use the majority of its net proceeds from the Offer to finance, in part, its expansion
in other countries and to cover working capital requirements as well as partially retire some of the Company’s
short-term interest-bearing loans.

The Company

I-Remit, Inc. (“iRemit” or the “Company”) is a duly registered company in the Philippines engaged in
servicing the remittance needs of the Overseas Filipino Workers (OFWs). The Company was incorporated and
registered with the Philippine SEC on March 5, 2001 and started commercial operations on November 11,
2001. The Company is also the first remittance company registered with the BOI as a New IT Service Firm in
the Field of Information Technology Services (Remittance Infrastructure System) on a Non-Pioneer Status
under the Omnibus Investments Code of 1987 which entitles the Company to Income Tax Holiday incentive
for four (4) years and which was later extended to two (2) years to expire on November 11, 2007. The
Company is applying with the Board of Investments (BOI) for the registration of its business operations
pertaining to expansion programs that it will be embarking in the succeeding years. This will entitle the
Company to avail itself of income tax holiday (ITH) incentive on the said expanded portion of its operations
for another three (3) years. The ITH will be based on the incremental values of the Company’s delivery fees
and net foreign exchange gains over a base year to be prescribed by the BOI. The Company is also duly
registered with the Bangko Sentral ng Pilipinas as a Remittance Agent and is Anti-Money Laundering Act
(AMLA)-compliant in all of the countries it operates.

As of September 30, 2007, iRemit currently operates through its 365 branches and tie-ups worldwide,
operating on a 24/7 schedule doing multi-currency trading in 24 countries. The Company’s wide network
coverage of OFW-host countries and several strategic partnerships and tie-ups with various local and
international banks, pawnshops, couriers and mobile phone companies make iRemit the largest independent
local remittance company.

By the end of 2007, iRemit is expected to start business operations in Macau bringing to 25 countries where
iRemit maintains operations.

9
As of September 30, 2007, the Company’s general expansion plans provide for the opening of both additional
and new branches, which include two (2) additional branches in Australia and one (1) new branch in Macau.
On the other hand, its first venture into the Malaysian market through a tie-up arrangement with an authorized
money remittance company will bring-in an additional ten (10) outlets.

The Company operates in various countries via its company-owned branches or via tie-ups. The former
allows for the Company to own up to 100% of equity while the latter is through agent-partners. Partnership
arrangements are utilized when volume of remittances do not justify setting up a separate branch/es.

iRemit’s vision is to become the ultimate choice remittance service provider globally and capture a significant
chunk of the huge annual inward remittance by the OFWs all around the world.

The OFW Remittance Industry

By nature, the remittance industry relies heavily on the quantity of Overseas Filipino Workers (OFWs)
residing abroad and sending money to the Philippines. Over the years, there had been a notable relationship
between the increase in volume of remittances pouring in from the foreign countries and the volume of OFW
deployment. The total number of OFWs deployed in 197 country destinations in 2006 hit a historic-high of
1,062,567, surging by 7.5% from 988,615 recorded in 2005. OFW remittances for the same period similarly
grew by a record-high of 19.4%, from US$10.7 billion in 2005 to US$12.8 billion in 2006.

Risk of Investing

Before making an investment decision, prospective investors are advised to consider carefully all the
information contained in this Prospectus including the following key points characterizing the potential risks
associated with an investment in the Offer Shares.

• Risks relating to the Company’s Business/Growth

• Risks relating to the Philippines

• Risks relating to the Offer

Please refer to the section entitled “Risk Factors” of this Prospectus which, while not intended to be an
exhaustive enumeration of all risks, must be considered in connection with a purchase of the Offer Shares.

10
 TERMS AND CONDITIONS OF THE OFFER

Issuer ............................................................. I-Remit, Inc. (“iRemit” or the “Company”)

Selling Shareholders .................................... JTKC Equities, Inc., Surewell Equities, Inc., and JPSA Global
Services Co.

The Offer....................................................... Offer of Offer Shares to the public in the Philippines,

consisting of 107,417,000 new Shares to be issued and
offered by iRemit and 33,187,000 existing Shares offered by
the Selling Shareholders.

The Offer Shares have a par value of P1.00 per share and
enjoy the same rights and privileges with the existing issued
and outstanding Common Shares of the Company.

The Offer Shares will represent slightly above 25% of the

total outstanding capital stock of 562,367,000. Common
Shares of the Company after completion of the Offer.

Sole Issue Manager and Lead First Metro Investment Corporation (“FMIC”)
Underwriter………………………………..
Offer Price..................................................... The Offer Price is at P4.68 per Offer Share.

Minimum Subscription............................... The Offer Shares may be subscribed at a minimum of 1,000

shares and, thereafter, in multiples of 1,000 shares.
Applications for multiples of any other number of shares may
be rejected or adjusted to conform to the required multiple, at
the discretion of the Company.

Use of Proceeds............................................. See “Use of Proceeds” for details of how the total net
proceeds from the Offer will be applied.

Eligible Investors…………………………. The Offer Shares may be subscribed to or held by any person
of legal age or duly organized and existing corporations,
partnerships or other corporate entities regardless of
nationality or citizenship.

Procedure for Application……………….. Application forms to purchase the Offer Shares may be
obtained from the Underwriter mentioned in this Prospectus.
All Applications shall be evidenced by the Application to
Purchase form, duly executed in each case by an authorized
signatory of the Applicant and accompanied by one
completed signature card which, for corporate and

11

Requirements for Corporate Applicants...
Requirements for Non-Resident
Individual or Foreign Corporate and
Institutional
Applicants………………………………….
Payment Terms……………………………
Acceptance or Rejection of Application…
institutional Applicants, should be authenticated by the
corporate secretary, and the corresponding payment for the
Offer Shares covered by the Application and all other required
documents. The duly executed Application to Purchase form
and required documents should be submitted during the Offer
Period to the same office where it was obtained.
If the Applicant is a corporation, partnership or trust account,
the Application must be accompanied by the following
documents:
- A certified true copy of the Applicant’s latest articles of
incorporation and by-laws and other constitutive documents
(each as amended to date) duly certified by its corporate
secretary;
- A certified true copy of the Applicant’s Philippine SEC
certificate of registration duly certified by its corporate
secretary; and
- A duly notarized corporate secretary’s certificate setting
forth the resolution of the Applicant’s board of directors or
equivalent body authorizing the purchase of the Offer Shares
indicated in the Application, identifying the designated
signatories authorized for the purpose, including his or her
specimen signature.
Foreign corporate and institutional Applicants who qualify as
eligible investors, in addition to the documents listed above,
are required to submit a representation and warranty stating
that the purchase of the Offer Shares to which their
Application relates will not violate the laws of their
jurisdiction of incorporation or organization, and that they are
allowed, under such laws, to acquire, purchase and hold the
Offer Shares.
The Offer Shares must be paid in full upon submission of the
Application. Payment must be made by a personal, corporate
or manager’s check drawn against a bank in Metro Manila
and payable to the order of “I-Remit, Inc. IPO”. The check
must be dated as of the date of submission of the Application
and crossed for deposit.
The actual number of Offer Shares that an Applicant will be
allowed to subscribe for in the Offer is subject to the
confirmation of the Underwriter with whom the Application is
filed. The Issuer reserves the right to reject any Application,
or scale down or reallocate any of the Offer Shares applied
12

Refunds……………………………………
Issuance and Transfer Taxes……………..
Registration and Lodgement of Shares
with the PDTC............................................
for. Applications where checks are dishonored upon first
presentation and Applications which do not comply with the
terms of the Offer shall be rejected. Moreover, any payment
received pursuant to the Application does not mean approval
or acceptance by the Company of the Application.
An Application, when accepted, shall constitute an agreement
between the Applicant and the Company for the subscription
to the Offer Shares at the time, in the manner and subject to
terms and conditions set forth in the Application and those
described in this Prospectus. Notwithstanding the acceptance
of any Application by the Underwriter or its duly authorized
representatives acting for or on behalf of the Company, the
actual subscription and purchase by the Applicant of the Offer
Shares will become effective only upon listing of the Offer
Shares on the PSE and upon the obligations of the
Underwriter under the Underwriting Agreement becoming
unconditional and not being suspended, terminated, cancelled
on or before the Listing Date, in accordance with the
provisions of such agreements. If such conditions have not
been fulfilled on or before the period provided above, all the
application payments will be returned to the Applicants
without interest and, in the meantime, the said application
payments will be held in a separate bank account with the
Receiving Agent.
In the event that the number of Offer Shares to be received by
an Applicant, as confirmed by the Underwriter, is less than the
number covered by his/her/its Application, or if an
Application is rejected by the Company, then the Underwriter
shall refund, without interest, within five Banking Days from
the end of the Offer Period, all, or a portion of the payment
corresponding to the number of Offer Shares wholly or
partially rejected. All refunds shall be made through the
Underwriter or Selling Agent with whom the Applicant has
filed the Application, at the Applicant’s risk.
All standard taxes applicable to the issuance of the Offer
Shares by the Company pursuant to the Primary Offer shall be
for the sole account of the Company. The standard transfer
taxes applicable to the sale of shares by the Selling
Shareholder pursuant to the Secondary Offer shall be for the
sole account of the Selling Shareholder.
Offer Shares purchased by Applicants will be lodged with the
Philippine Depository and Trust Corporation (the “PDTC”).
The Applicant must indicate in the space provided in the
13

Registration of Foreign Investments…….
Restriction on Issuance and Disposal of
Shares ...........................................................
Application and provide the information required for the
PDTC - lodgement of the Offer Shares.
The BSP requires that investments in shares of stock funded
by inward remittance of foreign currency be registered with
the BSP if the foreign exchange needed to service capital
repatriation or dividend remittance will be sourced from the
domestic banking system, the registration with the BSP of all
foreign investments in the Offer Shares shall be the
responsibility of the foreign investor.
Pursuant to Section 7, Article III, Part D (First Board Listing)
of the Revised Listing Rules of the PSE, existing
shareholders who own an equivalent of at least 10.0% of
the issued and outstanding Common Shares of the
Company after the Offer have agreed not to sell, assign or
otherwise dispose of their Common Shares for a minimum
period of 180 days after the Listing Date. Star Equities Inc.,
Surewell Equities, Inc. and JTKC Equities, Inc. are covered
by this lock-up requirement.
Furthermore, according to the second paragraph of the
abovementioned Section of the Revised Listing Rules,
existing shareholders, owning shares issued to and fully paid
for by said shareholders within 180 days prior to the start of
the Offer Period and wherein the transaction price is lower
than that of the offer price in the Offer, shall enter into an
agreement with the PSE not to sell, assign, encumber or in
any manner dispose of their shares for a period of three
hundred sixty five (365) calendar days from full payment of
the aforesaid shares. Subject to this further lock-up
requirement are the shares or portion of shares held by Star
Equities Inc., JTKC Equities, Inc., Surewell Equities, Inc,
JPSA Global Services, Co. and the participants under the
Company’s Special Stock Purchase Program. A more
detailed discussion on the shares of the Company may be
found on Page 90.
Except for the issuance of Offer Shares pursuant to the
Offer or under the Company’s stock option plans and for
distribution of Common Shares by way of stock dividends,
the PSE will require the Company, as a condition to the
listing of the Offer Shares, not to issue new shares in its
capital or grant any rights to or issue any securities
convertible into or exchangeable for, or otherwise carrying
rights to acquire or subscribe to, any shares in its capital
or enter into any arrangement or agreement whereby any
14

Listing and Trading .....................................
Dividends.......................................................
Tax Considerations ......................................
Expected Timetable .....................................
Risk Factors..................................................
new shares or any such securities may be issued for a
period of 180 days after the Listing Date.
The Offer Shares shall be listed on the PSE under the symbol
[“I”]. Approval has been obtained to list the Offer Shares on
the PSE on September 27, 2007. See “Description of the
Shares.” All of the Common Shares in issue or to be issued
including the Offer Shares are expected to be listed on the
PSE on October 17, 2007. Trading is expected to commence
on the same date.
iRemit intends to maintain an annual dividend payment ratio
of up to 20% of its consolidated net income from the
preceding fiscal year, subject to the requirements of the
applicable laws and regulations and the absence of
circumstances which may restrict the payment of such
dividends, such as where the Company undertakes major
projects and developments. iRemit’s Board may, at any time,
modify such dividend payout ratio depending upon the results
of operations and future projects and plans of the Company.
See “Taxation” for further information on the tax
consequences of the purchase, ownership and disposition of
the Offer Shares.
The timetable of the Offer is expected to be as follows:
• Start of Offer Period ……..……....9:00 am, October 5, 2007
• Deadline for Submission of
Applications….........................…12:00 nn, October 11, 2007
• End of the Offer Period …......….12:00 nn, October 11, 2007
• Listing Date and commencement of Trading on
the PSE: ......................................................October 17, 2007
The dates included above are subject to market and other
conditions and may be changed.
Prospective investors should carefully consider the risks
connected with an investment in the Offer Shares, certain of
which are discussed in the section of this Prospectus titled
“Risk Factors.”
15
 SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION

The following tables present summary financial information for the Company and should be read in
conjunction with the Auditor’s Reports and the Financial Statements and notes thereto contained in this
Prospectus and the sections entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Business” in the Prospectus. The summary financial information for the year
ended December 31, 2004, 2005 and 2006, and the six-month period ended June 30, 2007 were derived from
the audited financial statements of the Company. Except for the financial information for the year ended
December 31, 2004 which was prepared in accordance with the accounting principles generally accepted in
the Philippines (GAAP), the financial information for the year ended December 31, 2005 and 2006, and the
six-month period ended June 30, 2007 were prepared in accordance with PFRS, as audited by SGV & Co.

For the six-month period

BALANCE SHEET Consolidated, as of December 31,
ending June 30,
2007 2006 2005 2004
ASSETS
Current Assets
Cash on hand and in banks 633,279,146 360,253,279 177,337,450 145,376,634
Receivables 339,280,100 340,981,899 220,267,386 247,898,232
Other current assets 23,262,755 12,098,598 13,415,694 90,437,228
Total Current Assets 995,822,001 713,333,776 411,020,530 483,712,094
Noncurrent Assets
Investments in subsidiaries and
associates 20,192,954 - - 2,834,088
Property and equipment 18,166,041 12,185,182 10,201,394 9,692,167
Goodwill 105,855,876 4,983,052 - -
Other noncurrent assets 19,090,376 14,690,483 13,309,810 6,850,688
Total Noncurrent Assets 163,305,247 31,858,717 23,511,204 19,376,943
1,159,127,248 745,192,493 434,531,734 503,089,037
LIABILITIES AND EQUITY
Current Liabilities
Beneficiaries and other payables 320,407,662 56,915,129 143,972,116 110,805,469
Interest-bearing loans 312,394,620 495,815,889 141,248,355 264,928,329
Total Current Liabilities 632,802,282 552,731,018 285,220,471 375,733,798
Noncurrent Liability
Retirement liability 4,282,406 2,352,561 1,353,089 -
Equity Attributable to Equity Holders of
Parent:
Capital stock 50,000,000 50,000,000 50,000,000 50,000,000
Additional paid-in capital 60,000,000 60,000,000 60,000,000 60,000,000
Deposits on future stock subscriptions 347,000,000 53,000,000 53,000,000 53,000,000
Retained earnings (deficit) 64,306,234 24,418,276 (17,290,603) (39,730,810)
Cumulative translation adjustment 736,326 (540,481) (1,774) 235,868
522,042,560 186,877,795 145,707,623 123,505,058
Minority interest - 3,231,119 2,250,551 3,850,181
Total Equity 522,042,560 190,108,914 147,958,174 127,355,239
1,159,127,248 745,192,493 434,531,734 503,089,037

16
STATEMENTS OF INCOME For the six-month Consolidated, as of December 31
period ending June 30,
2007 2006 2005 2004
REVENUE
Delivery fees 142,910,483 233,069,634 164,066,018 86,925,862
Foreign exchange gains - net 83,788,592 125,247,202 87,184,409 66,096,489
Other fees 118,691 462,448 306,977 -
226,817,766 358,779,284 251,557,404 153,022,351
COSTS OF SERVICES
Delivery charges 36,469,021 68,114,594 46,339,606 18,747,268
Bank charges 35,531,369 57,095,938 37,344,574 27,759,761
72,000,390 125,210,532 83,684,180 46,507,029
GROSS INCOME 154,817,376 233,568,752 167,873,224 106,515,322

Salaries, wages and employee benefits 54,539,543 79,519,764 61,848,104 36,330,297

Rental 9,054,149 17,868,977 15,191,681 5,466,814
Marketing 7,819,958 15,284,476 6,759,265 8,930,270
Supplies 5,532,256 7,839,875 4,039,131 3,052,952
Communication, light and water 5,513,871 9,122,963 6,535,352 6,414,853
Professional fees 4,652,162 11,415,492 5,340,006 3,718,527
Depreciation and amortization 3,493,232 6,892,014 4,937,766 4,790,294
Entertainment, amusement and recreation 3,244,305 4,689,787 2,526,984 -
Transportation and travel 2,221,027 7,204,722 3,097,420 -
Bad debts 10,105 3,489,202 57,350 -
Other operating expenses 4,105,451 7,922,891 6,208,173 12,393,642
Other charges – net 11,165,662 19,766,351 21,526,768 10,045,097
Total Operating Expenses 111,351,721 191,016,514 138,068,000 91,142,746
Income Before Tax 43,465,655 42,552,238 29,805,224 -
Provision for Income Tax - 66,098 (122,713) -
NET INCOME 43,465,655 42,486,140 29,927,937 15,372,576
Attributable to:
Equity holders of the Parent Company 39,887,958 41,708,879 31,591,625 14,536,065
Minority interest 3,577,697 777,261 (1,663,688) 836,511
43,465,655 42,486,140 29,927,937 15,372,576

STATEMENTS OF CASH FLOWS

2007 2006 2005 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Income before tax 43,465,655 42,552,238 29,805,224 15,372,576
Adjustments for:
Interest expense 15,417,063 22,339,223 23,374,760 14,228,476
Depreciation and amortization 3,493,232 6,892,014 4,937,766 4,790,294
Write-off of receivables 3,394,615
Unrealized foreign exchange gain (2,647,873)
Interest income (956,749) (1,111,298) (587,869) (617,169)
Equity in net earnings of an associate 550,443
Changes in operating assets and liabilities:
Decrease (increase) in:
Receivables (100,862,436) (120,714,513) 33,915,925 (78,334,057)
Other current assets (11,164,157) 1,317,096 77,314,491 (87,184,127)
Increase (decrease) in:
Beneficiaries and other payables 247,937,807 (88,478,943) 15,645,337 34,413,213

17
 Retirement liability 1,929,845 999,472 1,162,251
Cash provided by (used in) operations 199,260,260 (136,204,711) 185,567,885 (99,428,224)

Interest received 956,749 1,111,298 587,869 617,169

Interest paid (17,038,336) (20,917,267) (23,477,495) (13,375,556)
Net cash generated by (used in)
operating activities 183,178,673 (156,010,680) 162,678,259 (112,186,611)

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisitions of subsidiaries 36,343,943
Acquisitions of property and equipment (8,775,209) (8,688,361) (3,696,048) (5,482,437)
Proceeds from disposal of property and
379,384 76,620 (1,249,739)
equipment
Acquisition of software (405,215) (1,404,028) (2,081,105)
Increase in other noncurrent assets (6,466,862) (5,944,289) (3,739,166) 584,191
Net cash used in investing activities (20,696,657) (15,657,294) (9,439,699) (6,715,645)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from (payment of)
interest-bearing loans (226,073,806) 354,567,534 (123,679,974) 145,078,329
Proceeds from capital infusion 294,000,000
Deposit on future stock
subscriptions 30,000,000
Increase (decrease) in translation
adjustments 16,269 (241,886)
Net cash provided by (used in)
financing activities 67,926,194 354,583,803 (123,921,860) 175,078,329

Net Increase (Decrease) in Cash

on Hand and in Banks 273,025,867 182,915,829 29,316,700 56,176,073
Effects of Exchange Rate
Changes on Cash on Hand and
in Banks 148,383
Increase in translation
adjustments 1,224,343
Cash on Hand and in Banks at
beginning of Year 360,253,279 177,337,450 148,020,750 89,052,178
Cash on Hand and in Banks at
end of Year 633,279,146 360,253,279 177,337,450 145,376,634

EBIT 57,925,969 63,780,163 52,582,099 28,983,883

EBITDA 61,419,201 70,672,177 57,519,865 33,774,177
EBITDA Margin 27% 20% 23% 22%
Gross Margin 68% 65% 67% 70%
DE Ratio (x) 1.22 2.97 1.97 3.04

The 2004 financial information was prepared in accordance with Philippine GAAP and is not directly comparable to the 2005 financial information which
was prepared in accordance with PFRS.
EBIT represents net income after adding provisions for income tax and deducting net finance income (interest income less interest expense).
EBITDA represents net income after adding provisions for income tax, depreciation and amortization and deducting net finance income (interest income
less interest expense).
EBITDA Margin is computed as EBITDA divided by gross revenues.
Gross MarginRatio is computed by dividing Gross Income over Gross Revenue. .
Debt-to-equity ratio is computed as total liabilities divided by total stockholders’ equity (excluding minority interest in a consolidated subsidiary).
Net book value per share is computed as total stockholders’ equity (excluding minority interest in a consolidated subsidiary) divided by the total number of
outstanding shares.

18
 RISK FACTORS

Prospective investors should carefully consider the risks described below, in addition to the other information
contained in this Prospectus, including the Company’s financial statements and notes relating thereto
included herein, before making any investment decision relating to the Offer Shares. This section does not
purport to disclose all the risks and other significant aspects of investing in the Offer Shares. The Company’s
past performance is not an indication of its future performance. The occurrence of any of the events
discussed below and any additional risks and uncertainties not presently known to the Company or that are
currently considered immaterial could have a material adverse effect on the Company’s business, results of
operations, financial condition and prospects and could cause the market price of the Common Shares to fall
significantly and investors may lose all or part of their investment.

The price of securities can, and do, fluctuate, and the price of an individual security may experience upward
or downward movements, and may even lose all of their value. There is an inherent risk that losses may be
incurred rather than profits made as a result of buying and selling securities. There is an extra risk of losses
when securities are bought from smaller companies. There may be a significant difference between the
buying price and the selling price of these securities.

Investors should seek professional advice regarding any aspect of the securities such as the nature of risks
involved in the trading of securities, and specifically those of high-risk securities. Investors should undertake
independent research regarding the Company and the trading of securities before commencing any trading
activity and may request all publicly available information regarding the Company and the Offer Shares from
the Philippine SEC.

The investment considerations and risks enumerated hereunder are considered to be each of equal
importance.

RISKS RELATING TO THE COMPANY’S BUSINESS/GROWTH

Possible decline in the growth rate of Overseas Filipino Workers deployed

By nature, the remittance industry relies heavily on the quantity of Overseas Filipino Workers (OFWs)
residing abroad and sending money to the Philippines. Over the years, there had been a notable relationship
between the increase in volume of remittances pouring in from the foreign countries and the volume of OFW
deployment. The total number of OFWs deployed in 197 country destinations in 2006 hit a historic-high of
1,062,567, surging by 7.5% from 988,615 recorded in 2005. OFW remittances for the same period similarly
grew by a record-high of 19.4%, from US$10.7 billion in 2005 to US$12.8 billion in 2006. Nonetheless, we
cannot discount any possibility of a decline in the growth rate of OFW deployment in the future which may
hamper the future growth of the remittance industry. The Company has no control over this risk.

Stricter policies on foreign workers in other countries

Both technology and globalization have made possible the faster spread of knowledge and information, and
have served as catalysts for development of many nations in the recent years. This increase in knowledge for
people all over the world has resulted to the increase in the number of students pursuing studies outside their
respective countries as well as in the rise in the number of workers going or being sent overseas for
employment. As a result, some locals in countries flocked by foreign workers have incessantly blamed their

19
inability to land jobs because of the increased number of competition pouring in from the international
market. Following this, the governments of some concerned nations have implemented strict monitoring of
the number of foreign workers entering their respective countries. The Company has no control over this risk.

Intense competition with banks in the remittance business

The Company expects to encounter direct and indirect competition from local and foreign firms offering
remittances both locally and internationally. Some of these firms include banks, financial institutions, money
remittance agencies, and other related institutions which integrate the remittance activity to its core business
structure.

iRemit believes that with its customer-centered business model complemented by a flexible and dynamic
structure of the Company, iRemit will be able to compete actively in the local and international market by
capitalizing on core business and presence with the high density population of OFWs worldwide. The
Company similarly believes that with its innovative drive, streamlined organization, and efficient cost
structure in its local and foreign operations, it will be able to compete in the global market through the
continuous establishment of foreign offices in strategic and high traffic – high density areas which will in turn
allow it to tap a wider market and consequently deliver high yields of potential profit.

Credit Risks

The nature of the business exposes the Company to potential risk from difficulties in recovering transaction
money from foreign partners. In order to address this, iRemit has started to implement a contract that
incorporates a bond and advance payment cover such that the full amount of the transaction will be credited to
iRemit prior to their delivery to the beneficiaries.

iRemit’s cornerstone of credit risk management is the evaluation of individual potential partners and preferred
associates’ credit worthiness, as well as a close look into the other pertinent aspects of their partners’
businesses which assures the Company of the financial soundness of their partner firms.

Foreign Exchange Volatility

The nature of the business exposes the Company to volatility of its funds and the value of assets, in the form
of foreign currency portfolio, as a result of fluctuations in the foreign exchange rates. As such, the Company
assumes a Value-at-Risk on all its currencies. The Company adopts an aggressive trading and forward
exchange policy to counter foreign exchange rate fluctuations.

The Company makes careful projections of its future asset-liability structures and profit and loss statements.
The capacity for absorbing interest rates risk can also be enhanced by the Company’s capital infusion along
with diligence management of its borrowings. The Company also implemented aggressive trading and
forward exchange policy to counter foreign exchange rate fluctuations.

Technology Risks

The delivery of financial services is characterized by rapid technological change, varying customer
requirements, the introduction of new products and services, and the emergence of new standards. The
Company realizes the potential loss from a breakdown or malfunction of the computer systems as well as
from their misuse of its infrastructure and networks, thus the Company focused heavy emphasis and greater

20
reliance on information systems. In this context, it is important to give greater weight to information security
through increased awareness on the part of the Company’s management and staff with respect to the internal
management of iRemit. The Company has put in place resources that will protect its infrastructure and block
illegal external access of appropriate firewalls and application of SSL Encryption technology. Likewise, the
system is designed to be redundant to ensure business continuity of operations and compliance with the anti-
money laundering policy. The system also has parallel servers concurrently operating connected to different
ISP providers to ensure non-disruption of the operations. The Company drew up information security policy
and created the Information Security Committee consisting of heads of relevant departments.

Administrative and Operational Risks

An effective customer service team is necessary to handle client needs and is critical to the Company’s
success. However, the Company’s customer service capacity may be severely constrained at times from
negligence of duty and misdeeds on the part of management and staff.

Recognizing the importance of customer service, the Company has established a Customer Service Support
Team to minimize the risk by ensuring accuracy in the delivery of service and operations. The Company
likewise developed exhaustive examination on administrative and operational processes, the creation of
operational manuals, the improvement of training progress, and in the streamlining and computerization of the
procedures. In addition, the Company implemented a regular review of the administrative and operational
checks by the Audit and Systems & Control Departments. The Company had also set operational direction,
targets and performance measurement accordingly.

The Company’s over-all framework includes the following:

Operational Policies are set in the context of the Mission Statement which is based on the guiding principles
of iRemit, explicitly describing the goal of providing excellent service and which includes the process on how
to attain full responsibility and accountability for its people

The Company conducts its operations in adherence to its Operational Policies and to ensure transparency.
Operational Strategies are drawn up, describing specific tasks, objectives, and indicators.

Operational Strategies consist of Basic Operational Strategies which refer to the over-all operations, finances
and organizational capabilities which deals with strategic business areas having a perspective of achieving an
excellent delivery of service

To translate operational strategies into specific activities and preparation of an Annual Business Plan – all of
which are continuously monitored, assessed and evaluated on a monthly basis. At the end of each fixed year,
these strategies are interpreted through the creation of a strategy map which communicates to the people how
they would be able to enhance the quality of operations which will bring about continuity in the delivery of
excellent service.

Dependence on Key Personnel

The Company’s operations will largely depend on its ability to retain the services of existing senior officers
and to attract qualified senior managers and key personnel. The Company ensures that the professional
recruitment program and training will allow them to attract caliber-level professionals from the finance and
information technology industries in addition to marketing and operations professionals. Target hires also
include entrepreneurs with proven track record in the field of financial and consumer institutions. The
separation from the service of any key personnel could have a material adverse effect on the Company’s

21
business and financial performance. The Company has adopted a Special Stock Purchase Program to instill
loyalty to reduce risk of key personnel leaving the Company.

Critical positions are covered by employment and training contracts that will allow the Company to plan for
unexpected attrition. The Company also owns the source codes for its operating software, giving it the ability
to replace technical personnel at minimal disruption in operations.

Risk of Power Interruption and Power Failure

Power interruption and power failure can adversely affect the efficient execution of the Company’s
transactions and operations. Currently, all servers and equipment are connected to UPS systems which
provide up to ten (10) minutes of back-up power. This is enough to provide power to the machines until
larger building generators are turned on.

In the event of a total power failure or other disasters, a back-up site will be created which will provide
technical operations. This is designed as part of the Business Continuity Program of the Company.

Execution of Growth Strategy

Some of the markets the Company targets to enter into are countries where it has limited or no operating
experience. It is possible that it may face regulatory, operating and financial challenges which are different
from that it encountered in its existing markets. These and other factors beyond its control may negatively
affect its strategy to establish specific markets. To ensure the continuity of its growth strategy, the Company
undertakes a comprehensive market study before entering into a particular market or expanding within an
existing market.

RISKS RELATING TO THE PHILIPPINES

Economic Risks

The Company’s business prospects and financial performance will largely depend on factors such as inflation,
interest rates, foreign exchange rates, taxation, changes in legislation, among other economic factors that the
Company has no control over.

From mid-1997 to 1999, the economic crisis in Asia adversely affected the Philippine economy, causing a
significant depreciation of the Peso, increases in interest rates, increased volatility and the downgrading of the
Philippine local currency rating and the ratings outlook for the Philippine banking sector. These factors had a
material adverse impact on the ability of many Philippine companies to meet their debt-servicing obligations.
In particular, the significant depreciation of the Peso made it difficult for many Philippine companies with
Peso revenue streams and significant U.S. dollar or other foreign currency-denominated loans or costs to meet
their repayment obligations. While the Philippine economy registered positive economic growth in the period
from 1999 to 2001 as it recovered from the Asian economic crisis, it continues to face a significant budget
deficit, limited foreign currency reserves, a volatile Peso exchange rate and a relatively weak banking sector.

At present, the Philippines is experiencing faster economic growth, bolstered by increased government efforts
in tax administration and collection, higher foreign investment particularly in the mining and service sectors,
and government plans to increase infrastructure spending. The year 2007 bore witness to a strengthening peso
and a bullish stock market, although occasionally dampened by global investment behaviour.

22
Any deterioration in economic conditions in the Philippines as a result of these or other factors, including a
significant depreciation of the Peso or increase in interest rates, could materially adversely affect the
Company’s financial condition and results of operation including its ability to implement the Company’s
business strategy. The Company has no control over this risk.

Political Risks

The financial performance of the Company, as well as its business prospects, may also be influenced by the
general political and peace and order situations in the countries wherein iRemit operates as well as the state of
the Philippine economy.

The Philippines has experienced political and military instability over years. From the time that the 21-year
regime of President Ferdinand E. Marcos ended following a peaceful uprising by the Filipinos, the
presidential post has always been ridden with controversies. Following Marcos, Corazon Aquino was
installed as the new president in 1986. The first four (4) years of her term saw seven failed coup d’etat
attempts. When Fidel Ramos took over in 1992, the general situation of the region largely influenced the
relative stability of the country, both politically and economically. The presidential elections of 1998 was won
by Joseph Estrada who, in 2000, faced allegations of corruption. Estrada was later ousted in 2001, resulting
to then-Vice President Gloria Arroyo’s rise to the Presidency.

One of the biggest displays of disapproval of Arroyo’s administration came in 2003 when a group of nearly
300 members of the Armed Forces of the Philippines attempted a coup d’etat and occupied Oakwood
Premiere, a luxury service apartment adjacent to Glorietta mall and situated in the heart of the Makati Central
Business District. The mutineers accused the Arroyo administration of aiding the rebel forces by way of
ammunition supply, masterminding airport and wharf bombings in Davao and planning to declare Martial
Law.

In the 2004 national elections, Gloria Arroyo was elected president for a six-year term. Her appointment as
president was not free of controversy as there were countless allegations that massive fraud occurred during
the election period. Moreover, this issue was intensified when records of Arroyo, military and government
officials, as well as officials from the independent election body, Commission on Elections, went public. On
June 27, 2005, Arroyo admitted her participation in a phone conversation with high-ranking officials from the
government and military, although there was vehement denial that the taped conversations were real. As a
result, numerous members of the Cabinet resigned their posts and, alongside other government officials,
formed opposition groups. These groups led the call for resignation and impeachment of Arroyo. Complaints
for Arroyo’s impeachments were filed with the House of Representatives in 2005 and 2006; however, due to
the large number of pro-administration members of the House, the complaints were continuously rejected. On
February of 2006, Arroyo declared a State of Emergency via Proclamation 107, after security forces thwarted
what they claimed was a plot to overthrow the President. The purported coup d’etat coincided with
demonstrations marking the 20th anniversary of the “People Power” revolution that toppled former President
Marcos. The President lifted the state of emergency in March 2006. On May 3, 2006, the Supreme Court
ruled that certain acts committed by law enforcement officials in furtherance of Proclamation 1017 were
unconstitutional. There have been media reports that opposition parties, including former members of the
military, continue to call for Arroyo’s resignation. No assurance can be given that the political environment in
the Philippines will stabilize and any political instability in the future may have an adverse effect on the
Company’s business, results of operations and financial conditions.

Further, the Philippines has been subject to an increasing number of terrorist attacks in the past three years.
The Philippine Army has been in conflict with the Abu Sayyaf organization which has been identified as
being responsible for kidnapping and terrorist activities in the Philippines. Recently, there has been a series

23
of bombings in the southern part of the Philippines. Although no one has claimed responsibility for these
attacks, it is believed that the attacks are the work of various separatist groups, including possibly the Abu
Sayyaf organization, which has ties to the Al-Qaeda terrorist network. There can be no assurance that the
Philippines will not be subject to further acts of terrorism in the future. The Company has no control over this
risk.

RISKS RELATING TO THE OFFER

Trading and Liquidity

The Company’s common stock will be traded in the PSE under the listing symbol “I”. Listing and trading of
the Offer Shares, however, is not expected to commence until October 17, 2007, thereby making an
investment in the Offer Shares illiquid before said date.

There can be no assurance that a holder of the Offer Shares will be able to dispose of such Offer Shares in a
timely manner or that a market for the Shares will develop. As a result, a holder of such Offer Shares may not
be able to take full advantage of market gains during periods of share price increases and conversely, may not
be able to limit losses during periods of sharp price declines. The Company has no control over this risk.

Price Volatility

The price of the securities of the Company can and does fluctuate, experiencing upward or downward
movements and may even lose all of their value. There is an inherent risk that losses may be incurred rather
than profits made as a result of buying and selling the securities.

Historical price performance is not a guide of future price performance and there may be a big difference
between the purchase price of the securities and the eventual price at which these securities are sold. The
market price of the Offer Shares will be influenced by, among other things, the Company’s financial position,
results of operations, and overall stock market conditions, as well as Philippine economic, political, and other
factors.

In addition, there will be no trading suspension during the Offer Period. As such, the shares’ price movement
will be dictated by the market. This may result in the market price of the shares falling below that of the
Offer Price. The Company has no control over this risk.

Dividends and Foreign Exchange Fluctuations

Fluctuations in the exchange rate between the Peso and foreign currencies will also affect the foreign currency
equivalent of any cash dividend distributed by the Company, as such dividends will be declared and paid in
Pesos. Under current BSP regulations, in order for a non-resident of the Philippines to obtain foreign
currency from the Philippine banking system for the purpose of repatriating proceeds from the sale of, or
dividends on, Shares, such non-resident’s investment in the Shares must be registered with the BSP or an
authorized custodian bank in the Philippines. Absent such registration with the BSP, non-resident investors in
the Shares are nonetheless freely allowed to obtain foreign exchange from sources other than the Philippine
banking system.

However, any potential restrictions which may be imposed by the BSP, with the approval of the President of
the Philippines, on the availability of foreign exchange may unduly affect the trading of the Company’s

24
Shares and any dividend distribution. As a result, although foreign investors will be able to sell their Shares
on the Exchange, the repatriation of proceeds of sale or dividends, if coursed through the Philippine banking
system, cannot be effected until registration with the BSP has been implemented. The Company will not be
responsible for the registration with the BSP or custodian banks of such non-residents’ subscriptions or
purchases of shares. The Company has no control over this risk.

25
 USE OF PROCEEDS

The Company estimates that its net proceeds from the Primary Offer based on an Offer Price of P4.68 per
Offer Share, will be approximately P475,775,072.00 after deducting the applicable underwriting discounts
and commissions and expenses for the Offer payable by the Company. The Company will not receive any
proceeds from the sale of the Secondary Offer Shares by the Selling Shareholders. Taxes, issue management,
underwriting and selling fees and other fees and expenses pertaining to the Secondary Offer will be paid by
the Selling Shareholders.

The actual offer price may be lower than the assumed price. The actual underwriting commissions, discounts,
fees and other Offer-related expenses may likewise vary from the estimated amounts. The assumed Offer
Price and the estimated net proceeds are presented in this Offering document for convenience only.

The Company intends to use the majority of its net proceeds from the Offer to finance, in part, its expansion
in existing and new countries and to cover working capital requirements as well as partially retire some of the
Company’s short-term interest-bearing loans. Further details of the Company’s planned expansion and
increased working capital requirements are broken down as follows, in order of priority, assuming the
maximum and minimum net proceeds to be obtained from the Primary Offer.

At an Offer Price
Expansion of P4.68 (amount Expected Timetable
in PhP)
Australia 26,500,000 2007
Hong Kong 12,000,000 2007
Austria 11,000,000 2008
USA 25,200,000 2008
Macau 16,200,000 2008
New Zealand 9,600,000 2008
Italy 20,600,000 2009
Manila 175,170,000 2008-2012
Subtotal 296,270,000
Cash Bond Requirements to set up 83,850,000 2007-2012
foreign offices
Working Capital 81,900,000 2007-2012
Debt Retirement 13,755,072 2007

TOTAL 475,775,072

The foregoing discussion represents a best estimate of the Company’s net proceeds from the Primary Offer
based on current plans and anticipated expenditures. Actual allocation of net proceeds by the Company may
vary from the foregoing discussion as management may find it necessary or advisable to reallocate the net
proceeds within the categories described above.

Net proceeds shall be used to retire debts only when there are surplus proceeds based on the schedule above.
When such proceeds shall be used to pay off debts, the Company shall pay off loan payables, or portions of
the same, to banks with which the Company has existing credit lines, such as: Asia United Bank, East West
Bank, Union Bank of the Philipines and Asiatrust Bank. The retirement of the Company’s debts has the
underlying intention of reducing debt service burden and consequently improving profitability.

26
As of September 30, 2007, the amount of bank debt, interest rate and maturity of the Company’s debts are as
follows:

Particular Imterest Rate Amount (Php) Maturity Date

9.75% 50,000,000.00 Oct. 30, 2007

9.75% 55,000,000.00 Oct. 9, 2007

9.75% 32,000,000.00 Oct. 16, 2007

I-Bank 9.75% 18,000,000.00 Oct. 4, 2007

9.75% 55,000,000.00 Oct. 23, 2007

9.75% 40,000,000.00 Oct. 16, 2007

East West Bank 9.75% 100,000,000.00 Oct. 5, 2007

9.75% 50,000,000.00 Oct. 10, 2007

Asiatrust Bank 9.50% 80,000,000.00 Oct. 4, 2007

Asia United Bank 10.0% 150,000,000.00 Oct. 10, 2007

Land Bank of the Philippines 9.0% 15,000,000.00 Nov. 22, 2007

Total 645,000,000.00

Aside from the proceeds of the offer, no material amount of other funds is necessary to accomplish the
specified purpose/s for which the offering is made.
No part of the proceeds is to be used to reimburse any officer, director, employee or shareholder for service
rendered, assets previously transferred, money loaned or advance or otherwise to the Company.

The Company has no plans of utilizing a material amount of proceeds to be used to acquire assets or finance
the acquisition of other business.

The Company estimates that its total expenses for the Offer will be approximately P26,936,488.00 which is
its assumed expenses for the Offer based on an Offer Price of P4.68, consisting of 76.4% of the following:

At the Offer Price of P4.68

(amount in PhP)
Underwriting and selling fees for Offer Shares P14,151,112.00
IPO Tax P13,160,534.00
Philippine SEC filing and legal research fee P 843,297.00
PSE listing and processing fee P 3,003,703.00
Estimated professional fees P 2,500,000.00
Estimated other expenses P 1,600,000.00
Total P35,258,646.00

27
 DIVIDENDS AND DIVIDEND POLICY

The Company’s Board of Directors is authorized to declare dividends. Cash and property dividend
declarations do not require any further approval from the Company’s shareholders. A stock dividend
declaration requires the further approval of shareholders representing not less than two-thirds of the
Company’s outstanding capital stock. Dividends may be declared only from unrestricted retained earnings.

The Company is allowed under the Philippine laws to declare property and stock dividends, subject to certain
requirements.

Record Date

Pursuant to existing Philippine regulations, cash dividends declared by the Company must have a record date
not less than ten (10) days or more than thirty (30) days from the date the cash dividends are declared.

With respect to stock dividends, the record date is to be not less than ten (10) days or more than thirty (30)
days from the date of shareholders’ approval, provided however, that the set record date is not to be less than
ten (10) trading days from receipt by the PSE of the notice of declaration of stock dividend. If no record date
is set, under the Philippine SEC rules the record date will be deemed fixed at fifteen (15) days from the date
of stock dividend declaration. In the event that a stock dividend is declared in connection with an increase in
authorized capital stock, the corresponding record date is to be fixed by the Philippine SEC.

Dividends

The Board of iRemit has declared stock dividend worth P43,000,000.00 to its shareholders on July 20, 2007,
which declaration was subsequently ratified and confirmed by the Company’s shareholders during their
annual meeting held on the same date of July 20, 2007, immediately after the Board meeting. The record date
was set on August 19, 2007, thirty (30) days from the date of the approval of the Company’s shareholders.

Upon listing of the Company’s Shares on the PSE pursuant to the Offer, the Company intends to maintain an
annual dividend payment ratio for its Shares of up to 20% of its consolidated net income from the preceding
fiscal year, subject to requirements of the applicable laws and regulations and the absence of circumstances
which may restrict the payment of dividends. Circumstances which could restrict the payment of dividends
include, but not limited to, when the Company undertakes major projects and developments requiring
substantial cash expenditures or when it is restricted from paying dividends by its loan covenants. The
Company’s Board, may, at any time, modify such dividend payout ratio depending upon the results of
operations and future projects and plans of the Company.

28
 DETERMINATION OF OFFER PRICE

The Offer Price has been set at P4.68 per Offer Share and was determined through a book-building process
and discussions between the Company, the Selling Shareholders and the Lead Underwriter. As the Offer
Shares have not previously been listed on the PSE, no market price for the Offer Shares could be derived from
day-to-day trading.

The factors considered in determining the Offer Price were, among others, investor demand, the Company’s
ability to generate earnings and cash flow, the Company’s prospects, over-all market conditions at the time of
launch, and the market price of listed comparable regional companies. The Offer Price may not have any
correlation to the actual book value of the Offer Shares.

29
 DILUTION

After the completion of the Offer, the existing shareholders will, as a consequence of the dilution of their
respective shareholdings in the Company, own an aggregate of approximately seventy five percent (75%) of
the Company’s oustanding Shares.

Pre-Offer Post-Offer

Name Citizenship Holdings Interest Holdings Interest

Star Equities Inc. Filipino 158,418,225 34.81% 158,418,225 28.16%

Surewell Equities, Inc. Filipino 132,000,000 29.00% 122,043,900 21.70%

JTKC Equities, Inc Filipino 127,581,775 28.03% 106,010,225 18.85%

JPSA Global Services Co. Filipino 22,000,000 4.83% 20,340,650 3.62%

Others (subscribers under 14,950,000 3.33% 14,950,000 2.67%

the SSPP)

Public (Offer Shares) - - 140,604,000 25.00%

Total 454,950,000 100.00% 562,367,000 100.00%

The dilutive effect of the issuance of the Offer Shares on the abovementioned shareholders prior to the Offer
assumes that the existing shareholders will not subscribe to the Offer Shares.

30
 CAPITALIZATION

The following table sets forth, in accordance with PFRS, the Company’s short and long-term debts,
stockholders’ equity and capitalization as of June 30, 2007 and on a pro-forma adjusted basis to reflect (i) the
increase in authorized capital, (ii) the issuance of new shares, and (iii) the issuance of the Offer Shares at the
Offer Price of P4.68 , after deducting estimated fees and expenses from the Offering.

For purposes of making adjustments to the table below with respect to the Offer, the Company has estimated
that it will receive net proceeds of approximately P475,775,072.00 from the sale of 107,417,000 Primary
Offer Shares after deducting an estimated aggregate amount of underwriting commissions to be received by
the Underwriters and certain other expenses the company expects to incur in connection with the Offering.
This estimate is based on an assumed Offer Price of P4.68 per share.

The actual Offer Price may be lower than the assumed price. The actual underwriting commission, discounts,
fees and other Offer-related expenses may likewise vary from the estimated amounts. The assumed Offer
Price and the estimated amounts used to determine the estimated net proceeds are presented in this document
for convenience only.

The table should be read in conjunction with the Company’s financial statements, including the notes thereto,
included in this Prospectus beginning on page 111. Other than as described in this prospectus, there has been
no material change in the Company’s capitalization since its incorporation.

As of June 30, 2007

After Cash
Equity Infusion,
Actual As Adjusted
Stock Dividends
and SSPP
(in P) (in P) (in P)
Liabilities:

Beneficiaries and other payables 320,407,662 320,407,662 320,407,662

Interest-bearing loans 312,394,620 312,394,620 312,394,620

Retirement Liability 4,282,406 4,282,406 4,282,406

Total Liabilities 637,084,688 637,084,688 637,084,688

Equity:

Capital Stock 50,000,000 455,000,000 562,367,000

Additional paid-in capital 60,000,000 60,000,000 428,358,072

Deposits on future stock subscriptions 347,000,000 - -

Retained earnings 64,306,234 64,306,234 64,306,234

Cumulative translation adjustment 736,326 736,326 736,326

Total Equity 522,042,560 580,042,560 1,055,817,632

TOTAL CAPITALIZATION 1,159,127,248 1,217,127,248 1,692,902,320

Note:
There has not been any material change in our indebtedness or contingent liabilities since June 30, 2007, except as described
in this Prospectus.

31
 PLAN OF DISTRIBUTION

Pursuant to the PSE Revised Listing Rules, the Company and the Selling Shareholders shall set aside 20% of
the total Offer Shares for distribution to the PSE Trading Participants of the PSE. In addition, at least 10% of
the total Offer Shares shall be made available to Local Small Investors (“LSI”). LSI is defined in the PSE
Revised Listing Rules as a share subscriber or purchaser who is willing to subscribe or purchase a minimum
board lot or whose subscription or purchase does not exceed P25,000. The Offer Shares to be distributed to
the PSE Trading Participants and the LSI shall be subject to the underwriting commitments of the
Underwriters.

The remaining of the total Offer Shares, at most 70% of the same, shall be sold to the general public. No
shares are designated to be sold to specified persons.

The Offer Shares shall be offered domestically by the Company, initially to the PSE Trading Participants and
LSI. The PSE shall allocate 28,121,000 of the Offer Shares among PSE Trading Participants Each PSE
Trading Participant shall initially be allocated 211,000 Offer Shares and subject to reallocation as may be
determined by the PSE. Prior to the closing of the Offer Period, any allocation of the Offer Shares not taken
up by the PSE Trading Particiapnts and LSI shall be distributed by the Underwriters to their clients or the
general public prior to the close of the Offer Period. All Offer Shares not taken up by the PSE Trading
Participants, LSI, the Underwriters’ client or the general public shall be purchased by the Underwriters.

The Underwriting Agreement is subject to certain conditions and is subject to termination by the Underwriters
if certain circumstances, including force majeure, occur on or before the time the Offer Shares are listed on
the PSE. In addition, the Underwriting Agreement is conditional on the Offer Shares being listed on the PSE
on or before the Listing Date. Under the terms and conditions of the Underwriting Agreement, the Company
and the Selling Shareholders have agreed to jointly and severally indemnify the Underwriters in respect of
any breach of warranty by the Company as contained herein.

To facilitate the Offer, the Company has appointed First Metro Investment Corporation who shall act as the
Lead Underwriter and AB Capital and Investment Corporation and RCBC Capital Corporation as
Participating Underwriters. The Company, the Selling Shareholders and the Underwriters have entered into an
Underwriting Agreement dated October 4, 2007, whereby the Underwriters agreed to underwrite the Offer
Shares on a firm commitment basis.

In consideration of the underwriting commitment and selling effort of the Lead Underwriter, the Company
and the Selling Shareholders shall compensate the Lead Underwriter for services rendered with an
underwriting fee of two per cent (2%) of the gross proceeds of the Offer. All reasonable out-of-pocket
expenses to be incurred by the Lead Underwriter in connection with the Offer shall be for the account of the
Company and the Selling Shareholders.

The Lead Underwriter’s compensation shall be inclusive of the fees to be paid for the services rendered by the
Participating Underwriters and the Trading Participants of the PSE.

The names of the Lead Underwriter and the Participating Underwriters as well as the principal amount and
number of Offer shares subscribed by each are as set out below:

32
 Number of
Principal Amount of Offer Shares
Offer Shares

Lead Underwriter

First Metro Investment Corporation P 618,714,720 132,204,000

Participating Underwriters

AB Capital and Investment Corporation P 19,656,000 4.200,000

RCBC Capital Corporation P 19,656,000 4.200,000

First Metro Investment Corporation (“FMIC”), a 98% owned subsidiary of Metropolitan Bank and Trust Co.
(“Metrobank”) is the investment banking arm of Metrobank. FMIC is a leading underwriter and arranger of
loan syndications and issues of debt, equity-linked and equity securities in the Philippine domestic markets
and is the only listed investment bank in the country. FMIC was incorporated in 1972, making it one of the
country’s longest-established investment houses. It is duly licensed to operate as an investment house and was
licensed by the Philippine SEC to engage in the underwriting and distribution of securities to the public on
July 21, 1973. As of December 31, 2006, its total assets amounted to PhP3,900 million and its capital base
amounted to approximately PhP8,300 million. It has an authorized capital stock of PhP8,000 million, with
paid-up capital of approximately PhP4,200 million, as of December 31, 2006.

AB Capital and Investment Corporation is a full-service domestic investment house with capabilities and
strengths in four major areas: corporate finance, fixed-income securities dealership, stock brokerage and fund
management. It is part of the AB Capital Group, a leading Philippine financial services institution focused on
the capital markets. AB Capital was incorporated in the Philippines on January 18, 1980. It has over 25 years
of experience in the management and underwriting of securities as well as in the arrangement of private
placement transactions. It is owned 18.3% by Bacnotan Consolidated Industries, Inc. and 54.2% by
PHINMA. AB Capital’s principal place of business is at 8/F Phinma Plaza, 39 Plaza Drive, Rockwell Center,
Makati City.

RCBC Capital Corporation (“RCBC Capital”) is a leading investment house that provides a wide range of
capital raising and financial advisory services to corporations, financial institutions, and government
institutions. It is a member of the Investment Houses Association of the Philippines. RCBC Capital was
established in 1974 under the name Philippine Pacific Capital Corporation and has consistently been among
the leading investment houses in the Philippines and has been an active participant in the debt and equity
security markets. It is a wholly owned subsidiary of Rizal Commercial Banking Corporation (“RCBC”), one of
the largest universal banks in the Philippines. In fiscal 2006, RCBC Capital’s assets amounted to PhP2,729
million and its stockholders’ equity amounted to approximately PhP2,129 million.

No relation exists between the Lead Underwriter and/or Participating Underwriters and the Company, other
than as stated in the Underwriting Agreement entered into by the parties and as disclosed in this Prospectus.
Mr. Ben C. Tiu, a director of the Company, is a member of the advisory board of First Metro Investment
Corporation.

No Underwriter has a contract or other arrangement with the Company by which the Underwriter may put
back to the Company any unsold securities of the Offer.

Interest of Named Experts and Independent Counsel

There are no named experts and independent counsel whose interest exceeds P500,000.

33
 DESCRIPTION OF THE OFFER SHARES
The following is general information relating to the Company’s capital stock but does not purport to be
complete or to give full effect to the provisions of the law and is in all respects qualified by reference to the
applicable provisions of the Company’s amended articles of incorporation and by-laws.

Share Capital

As of the date of this Prospectus, the Company has an Authorized Capital Stock of One Billion Pesos
(Php1,000,000,000.00) divided into One Billion (1,000,000,000) unclassified Common Shares with a par
value of Php1.00 per share.

Prior to the Offer, the Company has a total of 454,950,000 issued and unclassified Common Shares. The
Offer Shares of 140,604,000 Common Shares will consist of 107,417,000 Common Shares to be issued out
of the Company’s authorized and unissued capital stock. The Offer Price shall be at P4.68 per share. A total
of 562,417,000 Common Shares will be issued after the completion of the Offer.

The Company has no preferred shares.

There is no provision in the Company’s charter or by-laws that would delay, deter, or prevent a change in
control of the Company.

Prior to the Offer, there has been no public trading market for the Company’s Common Shares.

Pre-emption Rights

The Amended Articles of Incorporation of the Company has denied pre-emptive rights to stockholders. No
stockholder shall have a right to purchase or subscribe to any additional share of the capital stock of the
Company whether such shares of capital stock are now or hereafter authorized, whether or not such stock is
convertible into or exchangeable for any stock of the Company or of any other class, and whether out of the
number of shares authorized by the Amended Articles of Incorporation of the Company, or by any amendment
thereof, or out of shares of the capital stock of any class of the Company acquired by it after the issue thereof;
nor shall any holder of any such stock of any class, as such holder, have any right to purchase or subscribe for
any obligation which the Company may issue or sell that shall be convertible into, or exchangeable for, any
shares of the capital stock of any class of the Company or to which shall be attached or appertain any warrant
or warrants or any instrument or instruments that shall confer upon the owner of such obligation, warrant or
instrument the right to subscribe for, or to purchase from the Company, any shares of its capital stock of any
class.

Recent Sale of Unregistered or Exempt Securities, Including Recent Issuance of Securities Constituting
an Exempt Transaction

On August 21, 2007, the Company distributed stock dividend worth PhP43,000,000.00 to the stockholders on
record as of August 19, 2007. These stockholders were:

JTKC Equities, Inc.

Surewell Equities, Inc.

JPSA Global Services Co.

34
The stock dividend declaration was approved by the Board of Directors on July 20, 2007 and was
subsequently approved and ratified by stockholders owning at least two-thirds of the total outstanding capital
stock of the Company on the same date of July 20, 2007 during the annual stockholders’ meeting. The
issuance of the shares as stock dividend was exempt from the SRC registration requirements pursuant to
Section 10.1 (d). The shares were issued at the original par value of One Hundred Pesos (P100.00) per share.

Thereafter, with the approval by the Philippine SEC on August 22, 2007 of the Company’s application to
increase its authorized capital stock to One Billion Pesos (PhP1,000,000,000.00) and to reduce its par value
par share to One Peso (PhP1.00), the Company, on August 23, 2007, issued a total of Two Hundred Ninety
Seven Million (297,000,000) common shares at the reduced par value of One Peso (PhP1.00) out of the
increase in the Company’s authorized capital stock to the following:

JTKC Equities, Inc.

Surewell Equities, Inc.

JPSA Global Services Co.,

Star Equities, Inc.

Since no expense was incurred, or no commission, compensation or remuneration was paid or given in
connection with the issuance of the shares, the same was exempt from the SRC registration requirements
pursuant to Section 10.1 (i).

Subsequent to the increase in authorized capital stock, the Company issued a total of 15,000,000 shares out of
its unissued and authorized capital stock on September 20, 2007 to its Directors, key Officers, Employees,
Consultants and Resource Persons under the Special Stock Purchase Plan (“SSPP”).

The foregoing issuance of the 15,000,000 new shares under the SSPP was subject of an application for
exemption from registration of the shares under Section 10.2 of the SRC, which application was granted by
the Philippine SEC on September 13, 2007. The shares were issued at the par value of One Peso (P1.00) per
share and were paid for in cash. One of the employees of the Company who was entitled to 50,000 shares
under the SSPP resigned last September 27, 2007. Under the terms and conditions of the SSPP, should an
officer or employee resign from the Company prior to the expiration of the lock-up period, the share
purchased by such resigning officer or employee shall be purchased at cost by the Company’s Retirement
Fund for the benefit of the Company’s retiring officers or employees. As the Company’s Retirement Fund has
not yet been established, the Company has, in the meantime, bought back these shares and lodged these as
treasury shares. Treasury shares do not form part of the total outstanding shares of the Company. No
underwriter was engaged in connection with the foregoing share issuance. A more detailed discussion on the
SSPP may be found on pages 68 and 69.

Save for the above issuances, the Company has not issued or sold new shares within the past three (3) years
which were not registered pursuant to the requirements of the SRC.

Voting Rights

At each meeting of the shareholders, every shareholder entitled to vote on a particular question or matter
involved shall be entitled to one vote for each share of stock standing in his name in the books of the
Company at the time of closing of the transfer books for such meeting.

35
Dividend Rights of Common Shares

The Company’s board of directors is authorized to declare cash, stock or property dividends or a combination
thereof. A cash or property dividend declaration requires the approval of the Board and no shareholder
approval is necessary. A stock dividend declaration requires the approval of the Board and shareholders
representing at least two-thirds of the Company’s outstanding capital stock. Holders of outstanding shares on
a dividend record date for such shares will be entitled to the full dividend declared without regard to any
subsequent transfer of shares.

Other than statutory limitations, there are no restrictions that limit the Company from paying dividends on
common equity.

Appraisal Rights

As provided for by law, any stockholder shall have a right to dissent and demand payment of the fair value of
his shares in the following instances:

1. In case any amendment of the articles of incorporation has the effect of changing or restricting the rights
of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of
outstanding shares of any class, or of extending or shortening the term of corporate existence;

2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all
of the corporate property and assets as provided in the Corporation Code of the Philippines,

3. In case the Company decides to invest its funds in another corporation or business outside of its primary
purpose; and

4. In case of merger or consolidation.

Stock Transfer Agent

Professional Stock Transfer Inc. shall act as the Stock Transfer Agent for the purpose of authenticating and
registering transfer of the Offer Shares as set forth in the Stock Transfer Agreement.

Debt Securities, Stock Options, Securities Subject to Redemption or Call, and Warrants

There are no debt securities, stock options, securities subject to redemption or call, or warrants to be
registered.

36
 THE COMPANY
Overview

I-Remit, Inc. (“iRemit” or the “Company”) is a duly registered company in the Philippines engaged in
servicing the remittance needs of the Overseas Filipino Workers (OFWs). The Company was incorporated and
registered with the Philippine SEC on March 5, 2001 and started commercial operations on November 11,
2001. The Company is also the first remittance company registered with the BOI as a New IT Service Firm in
the Field of Information Technology Services (Remittance Infrastructure System) on a Non-Pioneer Status
under the Omnibus Investments Code of 1987 which entitles the Company to Income Tax Holiday incentive
for four (4) years and which was later extended to two (2) years to expire on November 11, 2007. The
Company is applying with the Board of Investments (BOI) for the registration of its business operations
pertaining to expansion programs that it will be embarking in the succeeding years. This will entitle the
Company to avail itself of income tax holiday (ITH) incentive on the said expanded portion of its operations
for another three (3) years. The ITH will be based on the incremental values of the Company’s delivery fees
and net foreign exchange gains over a base year to be prescribed by the BOI. The Company is also duly
registered with the Bangko Sentral ng Pilipinas as a Remittance Agent and is Anti-Money Laundering Act
(AMLA)-compliant in all of the countries it operates.

The Company’s primary purpose is to engage in fund transfer and remittance services, from abroad into the
Philippines or otherwise, of any form or kind of currencies or monies, either by electronic, telegraphic, wire
or any mode of transfer, deliver such funds either domestically or internationally by providing courier or
freight forwarding services, and to conduct foreign exchange transactions and other allied activities relative
thereto as may be allowed by law. Included in its roster of services is to provide auxiliary services such as
liaising and coordinating with, and accepting and distributing premium payments to various government and
non-government entities such as the Social Security System (SSS), Home Development Mutual Fund
(“HDMF” or “Pag-IBIG Fund”) and Philippine Health Insurance Corporation (“Philhealth”), as well as
various insurance and pre-need companies and real estate companies. (See “Auxiliary Services” under
“Products and Services”.) The Company’s website can be visited www.myiremit.com. The information on
our website is not incorporated by reference into, and does not constitute part of this Prospectus.

iRemit’s vision is to become the ultimate choice remittance service provider globally and capture a significant
chunk of the huge annual inward remittance by the OFWs all around the world. It will achieve these while
revolutionizing the remittance industry by employing the latest information technology utilizing the internet
platform. Thus, it will be possible to cut down the usual remittance period to as short as minutes up to one (1)
week depending on the area and the chosen service mode. (See “Products and Services”)

37
History

iRemit’s original incorporators include iVantage Corporation subscribing to 99.99% of the Company’s capital
stock, while the balance of the company’s shares was subscribed to by several individuals. At present,
beneficial and/or record holders the shareholders of the Company are as follows: Star Equities Inc. (34.82%),
Surewell Equities, Inc. (29.01%), JTKC Equities, Inc. (28.04%), JPSA Global Services Co. (4.84%) and
Others (including Directors, Officers and Employees of the Company) (3.33%).

The following are the subsidiaries and affiliates of iRemit as of September 30, 2007:

Date of Place of
Name % held by iRemit
Incorporation Incorporation

Lucky Star Management Limited March 16, 2001 Hong Kong 100.00%

International Remittance (Canada) Ltd. July 16, 2001 Canada 100.00%

IRemit Singapore Pte Ltd May 11, 2001 Singapore 49.00%

IRemit Global Remittance Limited June 22, 2001 England 100.00%

IRemit Australia Pty Ltd. December 10, 2002 Australia 100.00%

Worldwide Exchange Pty Ltd. September 29, 2003 Australia 65.00%

IRemit Europe Remittance Consulting, AG July 20, 2005 Austria 74.90%

The first international branch of iRemit, Lucky Star Management Limited, was opened in Hong Kong in May
2001 and to-date, iRemit has four (4) branches located strategically within the territory. In that same year,
iRemit started its aggressive global expansion by forging alliances in other major countries with high
concentration of OFWs. In July 2001, iRemit forged a tie-up with its Canadian partner, International
Remittance (Canada) Ltd, establishing its operations in three (3) major provinces in Canada, namely British
Columbia, Alberta and Ontario. In 2005, iRemit acquired 65% ownership in the said company and
subsequently increased to 95% in 2006, and further consolidated its ownership to 100% by the end of June
2007. Also in July 2001, iRemit entered its first European partnership in the United Kingdom, and
eventually started the operations of its UK subsidiary, International Global Remittance Ltd., in January 2003.
It was sold by the Company in 2004 and was repurchased in June 2007. iRemit started its second Asian
operations in Singapore through IRemit Singapore Pte. Ltd., which commenced its commercial operations in
October 2001 followed by Taiwan through another tie-up which became operational within the same year.
Australia through a tie-up began operations in September 2002. IRemit Australia Pty. Ltd. was incorporated
in December 2002 and as of June 2007, ownership has been consolidated to 100%. Worldwide Exchange
Pty Ltd. started commercial operations in September 2003. The latest addition to iRemit’s operations in
Europe is IRemit Europe Remittance Consulting AG which was incorporated in July 2005 and where iRemit
holds 74.9% ownership

38
Operations

As of September 30, 2007, iRemit currently operates through its 365 branches and tie-ups worldwide,
operating on a 24/7 schedule doing multi-currency trading in 24 countries. The Company’s wide network
coverage of OFW-host countries and several strategic partnerships and tie-ups with various local and
international banks, pawnshops, couriers and mobile phone companies make iRemit the largest independent
local remittance company. Please refer to the map below showing the countries where iRemit maintains
operations.

Currently, iRemit is present in the following countries:

Asia Pacific Europe Middle East North America

Australia Ireland Bahrain Canada

Brunei Spain Israel USA

Hong Kong The Netherlands Jordan Bermuda

Saipan United Kingdom Kuwait

Singapore Austria Lebanon

Taiwan Italy Qatar

Malaysia UAE

New Zealand

39
Development activities of the Company for the past years were worth PhP1.956 Million or 1.28% of the total
Revenues of PhP153.022 Million in 2004 and PhP1.166 Million or 0.46% of the total Revenues of
PhP251.557 Million in 2005. There was no amount expended for development activities in 2006.

By the end of 2007, iRemit is expected to start business operations in Macau bringing to 25 countries where
iRemit maintains operations.

As of September 30, 2007, the Company’s general expansion plans provide for the opening of both additional
and new branches, which include two (2) additional branches in Australia and one (1) new branch in Macau.
On the other hand, its first venture into the Malaysian market through a tie-up arrangement with an authorized
money remittance company will bring-in an additional ten (10) outlets.

The Company operates in various countries via its company-owned branches or via tie-ups. The former
allows for the Company to own up to 100% of equity while the latter is through agent-partners. Partnership
arrangements are utilized when volume of remittances do not justify setting up a separate branch/es.

The Company likewise operates through pay-out centers where the beneficiaries receive the remitted funds.
These pay-out centers include pawnshops, mobile phone companies and other business establishments that
allow for the Company to provide the widest local distribution network. Currently, pay-out centers of iRemit
total 2,186 establishments and are expected to grow to 3,000 by end-2007.

Manpower complements per country depends on whether the Company operates as a full-branch or via tie-up.
However, daily operation per branch can be handled through three (3) personnel.

Control Procedures

Foreign Currency

All foreign currency transactions are traded daily with iRemit’s bank partners only at prevailing foreign
exchange rates. The daily closing foreign exchange rates shall be the guiding rate in providing the wholesale
and retail rates to foreign offices and agents, respectively.

Credit

All partner agents of iRemit are required to provide advance funding in order to fulfill the delivery of any of
its transactions. Advance funding, equivalent to its average daily remittance volume, is deposited to an
iRemit-designated bank account which serves as a collateral. All new agents of iRemit are required to deposit
this, while existing agents are required to deposit such amount upon renewal of their contract. As a matter of
policy, all foreign offices and agents of iRemit are required to settle its accounts within the next banking day,
otherwise the fulfillment or delivery of their remittance transactions will be put on hold.

For door to door deliveries, iRemit requires the courier companies to post a cash bond to cover its daily
deliveries to the beneficiaries of the remittances.

Please refer to the list of Products and Services described below.

Products and Services

Bank-to-bank Remittance

This is a same-day, online crediting to a local bank account in the Philippines. All remittance before 12:00
noon Manila time can be withdrawn by the beneficiaries at any Bancnet, Megalink and Expressnet ATMs on
the same day of remittance transaction.

40
Door-to-Door Delivery

iRemit has the widest coverage in delivery reach nationwide in delivering cash remittance to a designated
address through messengers & third-party couriers. Delivery is within the same day for Metro Manila and
Rizal, while next-day delivery is committed by iRemit for the following provinces: Batangas, Bulacan,
Cavite, Cebu, Davao, Laguna, La Union, Pampanga, Pangasinan, Tacloban, Tarlac. Other remote areas take
about 2-3 or 10-12 days depending on the location of the beneficiary. USD notes can also be delivered to the
beneficiaries’ doorsteps within 24 hours in Metro Manila.

Notify-to-Pay

Remittance can be picked-up by the beneficiary in the Philippines in any of iRemit’s 2,186 Designated Pay
Centers nationwide within 24 hours after remitter has sent the money. These designated pay centers number
603 in Metro Manila, 667 in Luzon, 489 in Visayas and 421 in Mindanao. The following are iRemit’s
designated pay centers: Union Bank of the Philippines, Tambunting Pawnshop, United Coconut Planters
Bank, Cebuana Lhuillier Pawnshop, AsiaTrust Bank, M. Lhuillier Pawnshop, Sterling Bank of Asia Inc.,
Mindanao Capital Corp., Banco Filipino, Security Bank, Wilmon, Premier Bank and One Network Bank.

Visa Card

iRemit Visa Card is a debit and an ATM card in one where remitters can send money in seconds to their
beneficiary’s iRemit Visa card in the Philippines. Cardholders can withdraw cash in more than 4,000 Bancnet,
Megalink and Expressnet ATMs in the Philippines as well as any Visa ATMs worldwide. As a debit card,
cardholders can use the iRemit Visa card directly to pay for purchases in any of the 12 million Visa-affiliated
business establishments worldwide. iRemit Visa Card is in partnership with Visa and Chinatrust Bank while
Visa Electron Card is in partnership with Visa and Standard Chartered Bank.

Auxiliary Services

iRemit is authorized to accept from Filipinos from abroad their payments to the following government
agencies and corporate entities: SSS, OWWA, Pag-IBIG Fund, Philhealth; Loyola Plans; Platinum plans;
Confed Properties; Surewell Equities; Robinsons Homes; Dynamic Realty; Regent Pearl; PA Alvarez Realty;
San Marco Realty; CHMI Land; Phinma Property; Film Builders; NJR Realty; RJLHINET Development;
Pueblo de Oro Developers, Homeowners Development Corp.; Nippon Credit Co., Inc.; and Kabalikat ng
OFW.

SMS via Globe G-cash, Smart Padala

Beneficiaries can encash remittances in more than 5,000 Smart & Globe encashment centers and ATMs
nationwide once they receive it on their mobile phone. They can also go on cashless shopping in G-cash and
Smart affiliated business establishments.

iRemit Direct Online Remittance System (iDOL)

iDOL is iRemit’s first internet-based remittance service to the Philippines. It aims to offer a convenient and
secure remittance service to Filipinos everywhere who have access to a personal computer and the Internet.
Through iDOL, customers can pay and send their money online (credit cards) or through any iDOL bank
account.

Aside from the above, The Company has no publicly-announced new product or service.

41
Fees

iRemit derives its income from its transaction in the form of (1) service fees, and on the (2) spread on the
applicable foreign exchange rate for each conversion of any remittance to the Philippines. Service fees cover
all logistics and operational expenses of the Company and its partner or tie-up company. These fees vary per
country of operation depending on competition and existing foreign exchange situation. Timing of the
remittance is likewise considered in applying a foreign exchange factor.

Organization and Corporate Structure

The following diagram sets forth the corporate structure of iRemit:

Board of Directors

Internal Audit
Executive Committee

Chairman and CEO

President and COO

Executive Office and Corporate Planning,

Corporate Services Budget and Compliance

Corporate Sales and Market Management Service Operations Finance Human Capital Training & Organization Information
Marketing Division Management Development Technology

Product and Brand Asia Pacific Processing Corporate Treasury Planning and Training Software
Management Offices Acquisition Development

Service Fulfillment Cash Management Development Mngt.

Ads and Middle East Compensation Network and
Promo Offices and Benefits Technical
Card Operations Operations Liquidity Counseling Services Support

Product North America People Relations

Development Offices Auxiliary Services Cash Operations Management OD Interventions

Graphic Design Europe Offices Customer Support Treasury Relationship Performance

Mgmt Management

Corporate Sales Call Center International Treasury HRIS

Controllership

Manila Accounting

Foreign Office
Accounting

Systems and
Methods

Internal Audit - conducts financial and operations audit, audit of foreign offices and provides an independent
and objective assurance and consulting activity designed to add value and improve the Company's operations;

Executive Office and Corporate Services - services the executive needs of the directors & top management,
liaises with foreign offices and attends to corporate needs of the personnel in the organization e.g. the
purchase of office equipment and supplies, liaison & messengerial assistance and security services;

Corporate Planning, Budget & Compliance – handles all matters on corporate planning, budget management
and expense monitoring, and AMLA/CDD (KYC) Compliance;

Market Management – in-charge of foreign offices & agent management and the interactive customer support
unit;

42
Corporate Sales & Marketing Division – handles product and brand management (corporate branding, ads and
promotions, creatives) and corporate sales;

Service Operations Division – composed of Processing (extracts remittance info from FOs, and prepares &
distributes documents to departments.), Service Fulfillment (monitors & updates transactions, monitors
remittances distributed to couriers), Card Operations (in-charge of co-branded Visa Debit Card services),
Customer Support, Operations Support to Foreign Offices, and Auxiliary Services;

Finance Division – composed of Corporate Treasury (operations liquidity, cash management, treasury
relationship management, cash), International Treasury (trading operations, foreign currency administration),
Controllership (records business financial transactions, provides the management with financial
information/reports, composed of Manila Accounting Department, Foreign Office Department &
Systems/Methods Department);

Information Technology Department - Software Development & Network and Technical Support;

Human Capital Management Department - HR Planning and Acquisition, Performance Management,

Compensation and Benefits, People Relations Management, Performance Management, and HRIS;

Training and Organization Development Department - Training, Development Management, OD Intervention,

and Career Counselling Services

Manpower

As of September 30, 2007, the present number of employees and the anticipated increase in the number of
employees of the Company within the ensuing twelve (12) months are as follows:

Present Anticipated

Administrative 24 0

Sales & Marketing 25 4

Finance 47 0

Information
10 2
Technology

Service Operations 77 15

Total No. of
Employees 183 21

There are no employees subject to Collective Bargaining Agreements (CBA) and there are no employees who
have been on strike in the past three (3) years. iRemit’s supplemental benefits or incentive arrangements with
its employees are: Profit-sharing based on performance and company income; Car Plan for Vice President

43
and up available every five (5) years or cash conversion equivalent less depreciation payable in equal monthly
installments for five (5) years; and Non-Cash benefits in the form of Medicard coverage and Prulife Insurance
coverage.
Principal Shareholders and Management
Below are the principal stockholders of iRemit as of September 30, 2007:
Name of Stockholder Address
Star Equities Inc. 2/F JTKC Center, 2155
Pasong Tamo, Makati
City, Metro Manila
Surewell Equities, Inc. 690-A Qurino Avenue,
Tambo, Parañaque City,
Metro Manila
JTKC Equities, Inc. 2/F JTKC Center, 2155
Pasong Tamo, Makati
City, Metro Manila
JPSA Global Services Co. 919B Broadview Tower,
Mayhaligue corner
Masangkay Sts., Sta.
Cruz, Manila
Others Various
44
Ownership in iRemit Owners
34.81% JTKC Equities, Inc. – 99.999998%
Ruben C. Tiu – 1 share
Dexter Y. Tiu – 1 share
Alexander Y. Tiu – 1 share
John Y. Tiu, Jr. – 1 share
Evelyn T. Lim – 1 share
29.00% Confed Properties, Inc. – 43.38%
Bansan C. Choa – 28.90%
Isabelita L. Choa – 25.60%
Irwin Bryan L. Choa – 1.30%
Yim Yim C. Cheng – 0.22%
Siu Hoo D. Co – 0.60%
28.03% Ben C. Tiu – 12.31%
Ruben C. Tiu – 12.31%
Jerry C. Tiu – 12.31%
Dexter Y. Tiu – 12.31%
Alexander Y. Tiu – 12.31%
John Y. Tiu, Jr. – 12.31%
Grace Y. Tiu – 7.69%
Rosalinda T. Yap – 6.15%
Evelyn T. Lim – 6.15%
Manuela T. Tee – 6.15%
4.83% Gilbert C. Gaw – 50%
Mary Lou Tan Oliveros – 50%
3.33% Subscribers under the SSPP,
inclusive of treasury shares.
Board of Directors and Senior Management

Bansan C. Choa Chairman of the Board and Chief Executive Officer

Harris Edsel D. Jacildo President and Chief Operating Officer

Adolfo S. Suzara Independent Director and Chairman of the Executive Committee

Gregorio T. Yu Independent Director and Chairman of the Audit Committee

Calixto V. Chikiamco Independent Director

Gilbert C. Gaw Director

Jose Joel Y. Pusta Director

A. Bayani K. Tan Director

Ben C. Tiu Director

Ruben C.Tiu Director

John Y. Tiu, Jr. Director

Ismael S. Reyes Senior Vice President and Head, Market Management

Elizabeth G. Yao Senior Vice President and Head, Service & Operations

Bernadette Cindy C. Tiu First Vice President and Chief Finance Officer

Ronald C. Santos Vice President and Head, International Treasury

Alma C. Santiago Corporate Secretary

Michelle B. San Buenaventura Asst. Corporate Secretary

Jose C.Maceda III Compliance Officer

The Company’s Strategy

The Company’s strategy is focused on creating a global brand for iRemit by (1) identifying and tapping a
wider customer base and (2) maintaining its status in the country as the leading and preferred choice of OFWs
for their remittance requirements. The Company will still continue to find alternative ways of delivery
channels and improve speed and reliability through wider and faster delivery network, and will increase its
strategic alliances with various banks and establishments in tapping a wider customer base.

Key elements of the Company’s strategies are as follows:

• Utilize technological advances in increasing value for money of products and services to customers

• Implement product prioritization and differentiation;

• Increase strategic alliances with banks with limited or no remittance business; and

• Increase partnerships with various establishments to act as pay stations.

45
The Company’s Strengths

Customer service and extensive marketing campaigns in the foreign offices and tie-ups contributed to the
growth of the Company. Being the Philippines’ biggest Filipino-owned non-bank remittance company
utilizing advanced technologies to ensure fast, secure and efficient data transfer, the Company is able to
provide the widest and most diversified remittance services to as much as 700,000 OFWs across the globe.

Competition

iRemit is engaged in the money remittance business which is a sunrise industry. The compounded annual
growth rate (CAGR) of the OFW remittances from 2001 to 2006 is 16%. Per BSP data, the OFWs
remittances in billion of USD were: 6.1 in 2001, 6.9 in 2002, 7.6 in 2003, 8.6 in 2004, 10.7 in 2005, and 12.8
in 2006. It is projected to hit USD14.0 billion in 2007. iRemit offers diversified remittance services such as
credit to bank account, Door-to-Door delivery, Notify & Pay or Pick-up, Visa Card (a debit and ATM card in
one), SMS (Smart Padala & Globe G-Cash) and auxiliary services (i.e., premium &/or loan payments to SSS,
Philhealth, Pag-IBIG Fund, real estate companies, other private companies). As of September 30, 2007,
iRemit maintains operations in 24 countries (i.e., in Australia, Brunei, Hong Kong, Saipan, Singapore,
Taiwan, Ireland, Spain, The Netherlands, United Kingdom, Austria, Italy, Bahrain, Israel, Jordan, Kuwait,
Lebanon, Qatar, UAE, Canada, USA, Bermuda, Malaysia and New Zealand).

The Company competes principally in terms of pricing and service efficiency with banks and other money
remittance companies. Banks such as Bank of the Philippine Islands (BPI), Metrobank, Philippine National
Bank (PNB), Banco de Oro (BDO) and Rizal Commercial Banking Corporation (RCBC) are very strong
competitors financially with their huge working capital and are mostly present in the countries where iRemit
operates. Locally, the Company likewise competes with international remittance companies such as Western
Union and Money Gram. Other competition comes from private local companies which are usually cargo
companies or small players that are operating in few countries.

iRemit is able to effectively compete against its competitors due to its various tie-ups with most local and
foreign banks, its flexibility in expanding to other markets, its relatively faster decision-making process and
its strategies which differ from country-to-country depending on who the competitors are.

Dependence on a Single or Few Customers

iRemit is not dependent upon a single customer or a few customers. It is in a retail business and there are no
large corporate clients. iRemit’s major customers are the OFWs and Filipino migrants upon which the money
remittance industry is entirely dependent. iRemit has a Memorandum of Agreement with each of its tie-ups
abroad which are automatically renewed unless terminated by either party.

Transactions with and/or Dependence on Related Parties

The Company has transactions with four (4) of its subsidiaries and two (2) of its affiliates abroad (i.e.,
remittance centers that accept remittance transactions from its customers, mostly OFWs, in Asia-Pacific,
Europe and North America). These transactions primarily consist of delivery services for a fee.

The Company is not dependent on any of these subsidiaries or affiliates.

46
The Remittance Process – thru iRemit own branches

47
The Remittance Process – thru iRemit tie-ups and agents

48
Intellectual Property Rights

Licenses are held by iRemit’s subsidiaries and affiliates which are registered in their host countries in Hong
Kong, Singapore, Australia, Canada, England and Austria. The said licenses have no expiration dates but are
subject to compliance with mandatory reportorial requirements. Licensing in Singapore, USA and Middle
East are all restricted by the countries of operations.

The following are iRemit’s Trademarks application, which, except for the “iREMIT” name and logo that are
presently being used for its corporate identity, might have future effects in its operations if the number of
transactions using the said trademarks would increase significantly:

• iREMIT Name & Logo

Dated Filed: 20 January 2004

Application No.: 4-2004-0000529

Status: Awaiting issuance of Certificate

• iLOAD

Dated Filed: 16 June 2004

Application/Registration No.: 4-2004-0005251

Date of Reg.: 21 January 2006

Term of Reg.: 10 years

Status: Certificate of Registration dated 21 January 2006 was issued

• iTRAVEL

Dated Filed: 16 June 2004

Application/Registration No.: 4-2004-0005252

Date of Reg.: 01 October 2005

Term of Reg.: 10 years

Status: Certificate of Registration dated 21 January 2006 was issued

• iPAY

Dated Filed: 16 June 2004

Application/Registration No.: 4-2004-0005253

Date of Reg.: 01 October 2005

Term of Reg.: 10 years

Status: Certificate of Registration dated 21 January 2006 was issued

49
• iDOL

Dated Filed: 08 July 2004

Application No.: 4-2004-0006066

Status: Awaiting issuance of Certificate

To secure the licensing rights, iRemit ensures compliance with the reportorial requirements of the host
countries.

Government Regulation

The Company does not need any government approval for its principal products or services.
Governments of some concerned nations have implemented strict monitoring of the number of foreign
workers entering their respective countries because some of their locals have incessantly blamed their
inability to land jobs to the increased number of competition pouring in from the international market. By
nature, the remittance industry relies heavily on the quantity of OFWs residing abroad and sending money to
the Philippines. Any possibility of a decline in the growth rate of OFW deployment in the future which may
hamper the future growth of the remittance industry cannot be discounted.

Major Risks

RISKS RELATING TO THE COMPANY’S BUSINESS/GROWTH

Possible decline in the growth rate of Overseas Filipino Workers deployed

By nature, the remittance industry relies heavily on the quantity of Overseas Filipino Workers (OFWs)
residing abroad and sending money to the Philippines. Over the years, there had been a notable relationship
between the increase in volume of remittances pouring in from the foreign countries and the volume of OFW
deployment. The total number of OFWs deployed in 197 country destinations in 2006 hit a historic-high of
1,062,567, surging by 7.5% from 988,615 recorded in 2005. OFW remittances for the same period similarly
grew by a record-high of 19.4%, from US$10.7 billion in 2005 to US$12.8 billion in 2006. Nonetheless, we
cannot discount any possibility of a decline in the growth rate of OFW deployment in the future which may
hamper the future growth of the remittance industry. The Company has no control over this risk.

Stricter policies on foreign workers in other countries

Both technology and globalization have made possible the faster spread of knowledge and information, and
have served as catalysts for development of many nations in the recent years. This increase in knowledge for
people all over the world has resulted to the increase in the number of students pursuing studies outside their
respective countries as well as in the rise in the number of workers going or being sent overseas for
employment. As a result, some locals in countries flocked by foreign workers have incessantly blamed their
inability to land jobs because of the increased number of competition pouring in from the international
market. Following this, the governments of some concerned nations have implemented strict monitoring of
the number of foreign workers entering their respective countries. The Company has no control over this risk.

50
Intense competition with banks in the remittance business

The Company expects to encounter direct and indirect competition from local and foreign firms offering
remittances both locally and internationally. Some of these firms include banks, financial institutions, money
remittance agencies, and other related institutions which integrate the remittance activity to its core business
structure.

iRemit believes that with its customer-centered business model complemented by a flexible and dynamic
structure of the Company, iRemit will be able to compete actively in the local and international market by
capitalizing on core business and presence with the high density population of OFWs worldwide. The
Company similarly believes that with its innovative drive, streamlined organization, and efficient cost
structure in its local and foreign operations, it will be able to compete in the global market through the
continuous establishment of foreign offices in strategic and high traffic – high density areas which will in turn
allow it to tap a wider market and consequently deliver high yields of potential profit.

Credit Risks

The nature of the business exposes the Company to potential risk from difficulties in recovering transaction
money from foreign partners. In order to address this, iRemit has started to implement a contract that
incorporates a bond and advance payment cover such that the full amount of the transaction will be credited
to iRemit prior to their delivery to the beneficiaries.

iRemit’s cornerstone of credit risk management is the evaluation of individual potential partners and preferred
associates’ credit worthiness, as well as a close look into the other pertinent aspects of their partners’
businesses which assures the Company of the financial soundness of their partner firms.

Foreign Exchange Volatility

The nature of the business exposes the Company to volatility of its funds and the value of assets, in the form
of foreign currency portfolio, as a result of fluctuations in the foreign exchange rates. As such, the Company
assumes a Value-at-Risk on all its currencies. The Company adopts an aggressive trading and forward
exchange policy to counter foreign exchange rate fluctuations.

The Company makes careful projections of its future asset-liability structures and profit and loss statements.
The capacity for absorbing interest rates risk can also be enhanced by the Company’s capital infusion along
with diligence management of its borrowings. The Company also implemented aggressive trading and
forward exchange policy to counter foreign exchange rate fluctuations.

Technology Risks

The delivery of financial services is characterized by rapid technological change, varying customer
requirements, the introduction of new products and services, and the emergence of new standards. The
Company realizes the potential loss from a breakdown or malfunction of the computer systems as well as
from their misuse of its infrastructure and networks, thus the Company focused heavy emphasis and greater
reliance on information systems. In this context, it is important to give greater weight to information security
through increased awareness on the part of the Company’s management and staff with respect to the internal
management of iRemit. The Company has put in place resources that will protect its infrastructure and block
illegal external access of appropriate firewalls and application of SSL Encryption technology. Likewise, the
system is designed to be redundant to ensure business continuity of operations and compliance with the anti-

51
money laundering policy. The system also has parallel servers concurrently operating connected to different
ISP providers to ensure non-disruption of the operations. The Company drew up information security policy
and created the Information Security Committee consisting of heads of relevant departments.

Administrative and Operational Risks

An effective customer service team is necessary to handle client needs and is critical to the Company’s
success. However, the Company’s customer service capacity may be severely constrained at times from
negligence of duty and misdeeds on the part of management and staff.

Recognizing the importance of customer service, the Company has established a Customer Service Support
Team to minimize the risk by ensuring accuracy in the delivery of service and operations. The Company
likewise developed exhaustive examination on administrative and operational processes, the creation of
operational manuals, the improvement of training progress, and in the streamlining and computerization of
the procedures. In addition, the Company implemented a regular review of the administrative and operational
checks by the Audit and Systems & Control Departments. The Company had also set operational direction,
targets and performance measurement accordingly.

The Company’s over-all framework includes the following:

Operational Policies are set in the context of the Mission Statement which is based on the guiding principles
of iRemit, explicitly describing the goal of providing excellent service and which includes the process on how
to attain full responsibility and accountability for its people

The Company conducts its operations in adherence to its Operational Policies and to ensure transparency.
Operational Strategies are drawn up, describing specific tasks, objectives, and indicators.

Operational Strategies consist of Basic Operational Strategies which refer to the over-all operations, finances
and organizational capabilities which deals with strategic business areas having a perspective of achieving an
excellent delivery of service.

To translate operational strategies into specific activities and preparation of an Annual Business Plan – all of
which are continuously monitored, assessed and evaluated on a monthly basis. At the end of each fixed year,
these strategies are interpreted through the creation of a strategy map which communicates to the people how
they would be able to enhance the quality of operations which will bring about continuity in the delivery of
excellent service.

Dependence on Key Personnel

The Company’s operations will largely depend on its ability to retain the services of existing senior officers
and to attract qualified senior managers and key personnel. The Company ensures that the professional
recruitment program and training will allow them to attract caliber-level professionals from the finance and
information technology industries in addition to marketing and operations professionals. Target hires also
include entrepreneurs with proven track record in the field of financial and consumer institutions. The
separation from the service of any key personnel could have a material adverse effect on the Company’s
business and financial performance. The Company has adopted a Special Stock Purchase Program to instill
loyalty to reduce risk of key personnel leaving the Company.

52
Critical positions are covered by employment and training contracts that will allow the Company to plan for
unexpected attrition. The Company also owns the source codes for its operating software, giving it the ability
to replace technical personnel at minimal disruption in operations.

Risk of Power Interruption and Power Failure

Power interruption and power failure can adversely affect the efficient execution of the Company’s
transactions and operations. Currently, all servers and equipment are connected to UPS systems which
provide up to ten (10) minutes of back-up power. This is enough to provide power to the machines until
larger building generators are turned on.

In the event of a total power failure or other disasters, a back-up site will be created which will provide
technical operations. This is designed as part of the Business Continuity Program of the Company.

Execution of Growth Strategy

Some of the markets the Company targets to enter into are countries where it has limited or no operating
experience. It is possible that it may face regulatory, operating and financial challenges which are different
from that it encountered in its existing markets. These and other factors beyond its control may negatively
affect its strategy to expand within its existing markets or establish new markets. These may have a material
adverse effect on its prospects and future results of operations.

RISKS RELATING TO THE PHILIPPINES

Economic Risks

The Company’s business prospects and financial performance will largely depend on factors such as inflation,
interest rates, foreign exchange rates, taxation, changes in legislation, among other economic factors that the
Company has no control over.

From mid-1997 to 1999, the economic crisis in Asia adversely affected the Philippine economy, causing a
significant deprecation of the Peso, increases in interest rates, increased volatility and the downgrading of the
Philippine local currency rating and the ratings outlook for the Philippine banking sector. These factors had a
material adverse impact on the ability of many Philippine companies to meet their debt-servicing obligations.
In particular, the significant depreciation of the Peso made it difficult for many Philippine companies with
Peso revenue streams and significant U.S. dollar or other foreign currency-denominated loans or costs to meet
their repayment obligations. While the Philippine economy registered positive economic growth in the period
from 1999 to 2001 as it recovered from the Asian economic crisis, it continues to face a significant budget
deficit, limited foreign currency reserves, a volatile Peso exchange rate and a relatively weak banking sector.

At present, the Philippines is experiencing faster economic growth, bolstered by increased government efforts
in tax administration and collection, higher foreign investments particularly in the mining and service sectors,
and government plans to increase infrastructure spending. The year 2007 bore witness to a strengthening
peso and a bullish stock market, although occasionally dampened by global investment behaviour.

Any deterioration in economic conditions in the Philippines as a result of these or other factors, including a
significant depreciation of the Peso or increase in interest rates, could materially adversely affect the
Company’s financial condition and results of operation including its ability to implement the Company’s
business strategy. The Company has no control over this risk.

53
Political Risks

The financial performance of the Company, as well as its business prospects, may also be influenced by the
general political and peace and order situations in the countries wherein iRemit operates as well as the state of
the Philippine economy.

The Philippines has experienced political and military instability over years. From the time that the 21-year
regime of President Ferdinand E. Marcos ended following a peaceful uprising by the Filipinos, the
presidential post has always been ridden with controversies. Following Marcos, Corazon Aquino was
installed as the new president in 1986. The first four (4) years of her term saw seven failed coup d’etat
attempts. When Fidel Ramos took over in 1992, the general situation of the region largely influenced the
relative stability of the country, both politically and economically. The presidential elections of 1998 was won
by Joseph Estrada who, in 2000, faced allegations of corruption. Estrada was later ousted in 2001, resulting
to then-Vice President Gloria Arroyo’s rise to presidency.

One of the biggest displays of disapproval of Arroyo’s administration came in 2003 when a group of nearly
300 members of the Armed Forces of the Philippines attempted a coup d’etat and occupied Oakwood
Premiere, a luxury service apartment adjacent to Glorietta mall and situated in the heart of the Makati Central
Business District. The mutineers accused the Arroyo administration of aiding the rebel forces by way of
ammunition supply, masterminding airport and wharf bombings in Davao and planning to declare Martial
Law.

In the 2004 national elections, Gloria Arroyo was elected president for a six-year term. Her appointment as
president was not free of controversy as there were countless allegations that massive fraud occurred during
the election period. Moreover, this issue was intensified when records of Arroyo, military and government
officials, as well as officials from the independent election body, Commission on Elections went public. On
June 27, 2005, Arroyo admitted her participation in phone conversation with high-ranking officials from the
government and military, although there was vehement denial that the taped conversations were real. As a
result, numerous members of the Cabinet resigned their posts and, alongside other government officials,
formed opposition groups. These groups led the call for resignation and impeachment of Arroyo. Complaints
for Arroyo’s impeachments were filed with the House of Representatives in 2005 and 2006; however, due to
the large number of pro-administration members of the House, the complaints were continuously rejected. On
February of 2006, Arroyo declared a State of Emergency via Proclamation 107, after security forces thwarted
what they claimed was a plot to overthrow the President. The purported coup d’etat coincided with
demonstrations marking the 20th anniversary of the “People Power” revolution that toppled former President
Marcos. The President lifted the state of emergency in March 2006. On May 3, 2006, the Supreme Court
ruled that certain acts committed by law enforcement officials in furtherance of Proclamation 1017 were
unconstitutional. There have been media reports that opposition parties, including former members of the
military, continue to call for Arroyo’s resignation. No assurance can be given that the political environment in
the Philippines will stabilize and any political instability in the future may have an adverse effect on the
Company’s business, results of operations and financial conditions.

Further, the Philippines has been subject to an increasing number of terrorist attacks in the past three years.
The Philippine Army has been in conflict with the Abu Sayyaf organization which has been identified as
being responsible for kidnapping and terrorist activities in the Philippines. Recently, there has been a series
of bombings in the southern part of the Philippines. Although no one has claimed responsibility for these
attacks, it is believed that the attacks are the work of various separatist groups, including possibly the Abu
Sayyaf organization, which has ties to the Al-Qaeda terrorist network. There can be no assurance that the
Philippines will not be subject to further acts of terrorism in the future. The Company has no control over this
risk.

54
 CORPORATE GOVERNANCE

On June 22, 2007, the Board approved and adopted the Company’s Manual on Corporate Governance
(“Manual”) in order to monitor and assess the level of iRemit’s compliance with leading practices on good
corporate governance as specified in Philippine SEC Memorandum Circular No.2 Series of 2002 or the Code
of Corporate Governance.

Together with the adoption of its Manual, the Company shall establish an evaluation system, which will
ensure that directors, officers, and employees of the Company shall comply with all the leading practices and
principles on good corporate governance as embodied in the Manual, in SEC Memorandum Circular No.2,
Series of 2002, as well as in other relevant SEC Circulars and rules on good corporate governance. The
Company shall further establish appropriate performance self-rating assessment and performance evaluation
system to determine and measure compliance with its Manual of Corporate Governance.

The Company is unaware of any non-compliance with or deviation from the leading practice on good
corporate governance and its adopted Manual. The Company will monitor compliance with the SEC Rules on
Corporate Governance, and shall remain committed in ensuring the adoption of other systems and practices of
good corporate governance to enhance its value for its shareholders.

Pursuant to principles of good corporate governance, the Company currently has three (3) independent
directors. As used in Section 38 of the Securities Regulations Code, an independent director is a person who,
apart from his fees and shareholdings, is independent of management and free from any business or other
relationship which could, or could reasonably be perceived to, materially interfere with his exercise of
independent judgment in carrying out his responsibilities as a director in the Company. Each independent
director of iRemit shall submit to the Corporate Secretary a letter of confirmation stating that he holds no
interest affiliated with the Company, management or the Company’s substantial shareholders at the time of his
election or appointment and/or re-election as a director.

The three current independent directors of iRemit are Messrs. Adolfo S. Suzara, Gregorio T. Yu and Calixto V.
Chikiamco.

Committees of the Board

In aid of good corporate governance, the Company’s Board created each of the following committees and
appointed board members thereto during the organizational meeting of the Board on July 20, 2007. Each
member of the respective committees named below began holding office on July 20, 2007 and will serve until
his successor shall have been duly elected and qualified.

Audit Committee

The Audit Committee is responsible for assisting the Board in its fiduciary responsibilities by providing an
independent and objective assurance to iRemit’s management and shareholders of the continuous
improvement of its risk management systems, business operations and the proper safeguarding and use of its
resources and assets. It ensures that the Board is taking appropriate corrective action in addressing control and
compliance functions with regulatory agencies.

iRemit’s Audit Committee provides a general evaluation of and assistance in the overall improvement of its
risk management, control and governance processes. The Audit Committee shall have no less than three (3)
members and be composed of at least two (2) independent directors, one of whom shall serve as the

55
Committee’s Chairman. iRemit’s Audit Committee reports to the Board and shall meet at least once every
quarter. iRemit’s Audit Committee Chairman is Mr. Gregorio T. Yu (independent), who serves with Messrs.
Bansan C. Choa, John Y. Tiu and Calixto V. Chikiamco (independent).

Remuneration and Compensation Committee

The Remuneration and Compensation Committee is responsible for objectively recommending a formal and
transparent framework of remuneration and evaluation for the members of its Board and its key executives to
enable them to run iRemit successfully. It will be responsible for providing oversight of remuneration of
senior management and other key personnel and ensuring that compensation is consistent with our culture,
strategy and control environment.

iRemit’s Remuneration and Compensation Committee is composed of three (3) members from the Board, two
of whom are independent directors. iRemit’s Remuneration and Compensation Committee reports directly to
iRemit’s Board. iRemit’s Remuneration and Compensation Committee consists of Messrs. Adolfo S. Suzara
(independent), Bansan C. Choa and Gregorio T. Yu (independent).

Nomination Committee

The Nomination Committee is responsible for providing its shareholders with an independent and objective
evaluation and assurance that the membership of its Board is competent and will foster its long-term success
and secure its competitiveness. It will likewise be responsible for the review and evaluation of the
qualifications of all persons nominated to positions requiring appointment by the Board and the assessment of
the Board’s effectiveness in directing the process of renewing and replacing Board members. .

The By-laws of the Company requires that all nominations for directors shall be submitted to the Nomination
Committee by any stockholder of record on or before January 30 of each year to allow the Nomination
Committee sufficient time to assess and evaluate the qualifications of the nominees. All recommendations for
the nomination of independent directors shall be signed by the nominating stockholders together with the
acceptance and conformity by the would-be nominees.

iRemit’s Nomination Committee is composed of three (3) members from the Board, including two
independent directors and one non-voting director in the person of the HR Director/Manager. iRemit’s
Nomination Committee reports directly to its Board and meets whenever necessary to review and evaluate the
qualifications of all persons nominated to the Board as well as those nominated to other positions requiring
appointment by the Board and provide assessment on the Board’s effectiveness in directing the process of
renewing and replacing Board members. iRemit’s Nomination Committee consists of Messrs. Adolfo S.
Suzara (independent), Bansan C. Choa, and Calixto V. Chikiamco (independent).

56
 SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL SHAREHOLDERS

As of September 30, 2007, the following table sets forth certain information regarding ownership of the
Company’s outstanding capital stock before and after the IPO:

Name and Name of Pre-IPO Post-IPO

Title of
Address of Beneficial Citizenship No. of No. of
Class % %
Record Owner Owner Shares Held Shares Held

Common Star Equities Inc. Star Equities Inc. Filipino 158,418,225 34.821% 158,418,225 28.170%

2/F JTKC
Center, 2155
Pasong Tamo,
Makati City,
Metro Manila

Common Surewell Surewell Filipino 132,000,000 29.014% 122,043,900 21.702%

Equities, Inc. Equities, Inc.

690-A Qurino
Avenue,
Tambo,
Parañaque City,
Metro Manila

Common JTKC Equities, JTKC Equities, Filipino 127,581,775 28.043% 106,010,225 18.851%
Inc. Inc.

2/F JTKC
Center, 2155
Pasong Tamo,
Makati City,
Metro Manila

Common JPSA Global JPSA Global Filipino 22,000,000 4.836% 20,340,650 3.617%
Services Co. Services Co.

919B
Broadview
Tower,
Mayhaligue cor.
Masangkay Sts.,
Sta. Cruz,
Manila

Common Others Includes 14,950,000 3.286% 14,950,000 2.658%

subscribers
under the SSPP
and treasury
shares.

Common Public 140,604,000 25.002%

TOTAL 454,950,000 100.0% 562,367,000 100.0%

57
 SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL OWNERS OF MORE THAN
10% OF THE COMPANY’S SECURITIES

Name and Name of Pre-IPO Post-IPO

Title of
Address of Beneficial Citizenship
Class No. of Shares No. of Shares
Record Owner Owner % %
Held Held

Common Star Equities Inc. Star Equities Filipino 158,418,225 34.821% 158,418,225 28.170%
Inc.
2/F JTKC
Center, 2155
Pasong Tamo,
Makati City,
Metro Manila

Common Surewell Equities, Surewell Filipino 132,000,000 29.014% 122,043,900 21.702%

Inc. Equities, Inc.

690-A Qurino
Avenue, Tambo,
Parañaque City,
Metro Manila

Common JTKC Equities, JTKC Filipino 127,581,775 28.043% 106,010,225 18.851%

Inc. Equities, Inc.

2/F JTKC
Center, 2155
Pasong Tamo,
Makati City,
Metro Manila

Voting Trust Holders

There are no persons holding more than 5% of Common Shares under a voting trust or similar agreement.

Changes in Control

There are no arrangements which may result in a change in control of the Company.

58
 SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table shows the shares beneficially owned by the directors and executive officers of the
Company as of September 30, 2007:

Title of Class Name of Beneficial Amount and nature of Citizenship Percent

Owner beneficial ownership of Class

Common Bansan C. Choa 849,190 Direct Filipino 0.00

Common Harris Edsel D. Jacildo 795,490 Direct Filipino 0.00

Common Adolfo S. Suzara 1,245,490 Direct Filipino 0.00

Common Gregorio T. Yu 520,040 Direct Filipino 0.00

Common Calixto V. Chikiamco 520,040 Direct Filipino 0.00

Common Gilbert C. Gaw 882,885 Direct Filipino 0.00

Common Jose Joel Y. Pusta 100,100 Direct Filipino 0.00

Common A. Bayani K. Tan 520,040 Direct Filipino 0.00

Common Ben C. Tiu 450,150 Direct Filipino 0.00

Common Ruben C.Tiu 450,150 Direct Filipino 0.00

Common John Y. Tiu, Jr. 450,150 Direct Filipino 0.00

Common Alma C. Santiago 50,000 Direct Filipino 0.00

59
 MANAGEMENT AND SHAREHOLDERS

Board of Directors and Executive Officers

The overall management and supervision of the Company is undertaken by the Board. The Company’s
executive officers and management team cooperate with the Board by preparing appropriate information and
documents concerning the Company’s business operations, financial condition and results of operations for its
review.

The present members of the Board of Directors (“Board”) and Officers of the Company were elected during
the annual stockholders’ meeting last July 20, 2007. The term of each director and/or officer shall be until the
next stockholders’ meeting in July 2008.

The table below sets forth the members of the Company’s Board and its executive officers as of the date of
this Prospectus.

Name Age Position Citizenship

Bansan C. Choa 53 Director, Chairman and CEO Filipino

Adolfo S. Suzara 58 Independent Director Filipino

Chairman – Executive Committee

Harris Edsel D. Jacildo 45 Director, President and COO Filipino

Calixto V. Chikiamco 57 Independent Director Filipino

Gilbert C. Gaw 57 Director Filipino

Jose Joel Y. Pusta 54 Director Filipino

A. Bayani K.Tan 52 Director Filipino

Ben C. Tiu 55 Director Filipino

Ruben C. Tiu 52 Director Filipino

John Y. Tiu, Jr. 30 Director Filipino

Gregorio T. Yu 49 Independent Director Filipino

Chairman – Audit Committee

Alma C. Santiago 32 Corporate Secretary Filipino

Michelle B. San Buenaventura 28 Assistant Corporate Secretary Filipino

60
The table below sets forth iRemit’s executive officers as of the date of this Prospectus:

Name Position

Bansan C. Choa Chairman and Chief Executive Officer

Harris Edsel D. Jacildo President and Chief Operating Officer

Elizabeth G. Yao Senior Vice President – Service and Operations

Ismael S. Reyes Senior Vice President – Market Management

Bernadette Cindy C. Tiu First Vice President and Chief Finance Officer

Ronald C. Santos Vice President – International Treasury

Bansan C. Choa

Director, Chairman and CEO

Mr. Choa, 53 years old, Filipino, has served as Chairman and CEO of iRemit, Inc. since 2005. He has served
iRemit as a Director since 2002.

He has been involved in various businesses in the areas of manufacturing, construction and property
development. To date, Mr. Choa sits on the Board of several privately owned companies to wit: Confed
Properties, Inc, as Chairman (1991 to the present), Surewell Equities, Inc. as Chairman (2001 to the present),
Sterling Bank of Asia Inc. as Director and Chairman of the Loan Committee (2006 to present), GMA Rural
Bank of Cavite as Shareholder (1997 to present), Banwood Construction Center as Treasurer (1976 to the
present), Flexi Woodworks, Inc. as Chairman (1993 to the present), Sure Fortune Properties, Inc. as Chairman
(2001 to present). He is also involved in several companies incorporated and operating overseas such as:
Surewell Enterprises Ltd., and Lucky Star Management Ltd. in Hong Kong and Surewell Equities Singapore
PTE Ltd. in Singapore.

Mr. Choa, a licensed real estate broker, is also active in the real property development and property
management field and continues to serve on the Board of several housing and real property development
organizations such as the Organization of Socialized Housing Developers (Vice President, 2001 to the
present) and the Subdivision and Housing Developers Association (Chairman, 2004, Board Member, 2000 to
the present), an active member of the National Real Estate Association and sits as Chairman on the Ways and
Means Committee of the Philippine Retirement, Inc. (2007). He is also involved in Kabalikat ng Migranteng
Pilipino, Inc., a non-stock non-profit organization which serves the Filipino Overseas Worker Community, as
Treasurer and member of the Board of Trustees (2003 to the present) and MILK Foundation as member of the
Board of Trustees.

He was also one of the finalists for the 2006 Entrepreneur of the Year, an award given out yearly to
outstanding entrepreneurs by Ernst and Young.

Mr. Choa holds a Masters of Business Administration Degree (Ateneo Graduate School of Business, 1985).
He is a Bachelor of Science Major in Commerce graduate from the De LaSalle University (Class of 1974). He
is a certified public accountant and a member of the Philippine Institute of Certified Public Accountants and
was connected with the accounting firm of Sycip Gorres Velayo and Co. from 1974 to 1976.

61
Adolfo S. Suzara

Director (Independent), Chairman – Executive Committee

Mr. Suzara, 58 years old, Filipino, has been serving as Director and Chairman of the Executive Committee of
iRemit, Inc. since 2001. He served on the board of various companies engaged in diverse lines of business, to
wit: Nexus Technologies, Inc. (Director and Member of the Executive Committee, 1995 to present), Wordtext
Systems, Inc. (Director and Member of the Executive Committee, 2003 to present), Webb Fontaine Pilipinas,
Inc. (Director and President, 2005 to present), iVantage Corporation (Director and Member of the Executive
and Audit Committees, 2001-2006), Yehey Corporation (Director, 2002-2005), e-Business Services, Inc.
(Director, 2002-2005), WS Pacific Publications, Inc. (Director, 1996 to present), Philippine Microshop
International, Inc. (Chairman and President, 1989 to present), Microshop Subic, Inc. (Chairman, 2001 to
present), Zhangzhou Stronghold Steel Works Co., Ltd. (Director, 2005 to present) and Sterling Bank of Asia
Inc. (Director, Chairman – Bids and Awards Committee, 2006 to present).

He also served with the government initially in 1993 as a consultant to the Commissioner of the Bureau of
Customs and subsequently in 1998 as Deputy Commissioner in charge of the Management Information
System and Technology Group. Mr. Suzara also served as a consultant to the Commissioner of the Bureau of
Internal Revenue from 2003 to 2005.

He has been active in several professional and civic associations the most recent of which are: International
Visitor Program-Philippines Alumni Foundation, Inc. (Chairman, Board of Trustees, 2005 to present), an
organization of past participants of the US government’s International Visitor Program whose members do
volunteer work in the Philippines, Foundation for Revenue Enhancement (Trustee, 2004 to present) and the
Public Finance Institute of the Philippines (Trustee, 2007 to present).

Mr. Suzara holds a Bachelor of Arts, Major in Economics degree from the Ateneo de Manila University
(Class of 1972) and a Master in Business Management (Candidate) from the Asian Institute of Management.

Harris E. D. Jacildo

Director, President and COO

Mr. Jacildo, 45 years old, Filipino, has been serving as Director and President and COO of iRemit, Inc. since
2002. He is also a Director of the Sterling Bank of Asia Inc. and the iRemit Global Remittance Ltd. (United
Kingdom). Additionally, Mr. Jacildo is a Trustee of Kabalikat ng Migranteng Pilipino (KAMPI), a non-stock
non-profit organization that serves the Filipino Overseas Workers Community. He also serves as a Director
of the Association of Philippine Private Remittance Services, Inc. (APPRISE), an organization of registered
non-bank money remittance companies in the Philippines.

Prior to joining iRemit in 2002, Mr. Jacildo worked in the banking industry for 20 years. He was initially in
the field of information technology from 1982 to 1991, first with the Pacific Banking Corporation and then
with the Rizal Commercial Banking Corporation. In 1991, he transferred to the newly-formed overseas
remittance division of RCBC where he headed the TeleMoney Domestic Marketing unit until 1995. After this,
he was appointed Area Head for Asia Pacific Operations of the TeleMoney Division until 2002.

Mr. Jacildo holds a BS Applied Economics degree from the De La Salle University (Class of 1982). He
attended and completed in 1991 the Basic Management Program at the Asian Institute of Management.

62
Calixto V. Chikiamco

Director (Independent)

Mr. Chikiamco, 57 years old, Filipino, has been a Director of iRemit, Inc. since 2002. A former columnist
with the Manila Standard and Manila Times, Mr. Chikiamco has authored two books (“Reforming the
System” and “Why We Are Who We Are”) and was the former Chairman of the Foundation for Economic
Freedom, Inc. He won the Best Business Columnist Award in 2001 by the Catholic Mass Media Awards.

He is President and Founder of MRM Studios, Inc., Director of UPCC Securities, Inc., Director for Golden
Sunrise, Inc., Director for the Institute for Development Economics and Research (IDEA) and a Property
Rights consultant with the Ateneo Center for Economic Research and Development.

Mr. Chikiamco is involved in several professional and civic organizations such as the Foundation for
Economic Freedom, where he sits on the board as one of the Directors, a member of the Philippine Internet
Commerce Society and the Syracuse University Alumni Association. He is also an active member of the
Rotary Club of Manila.

He also holds a Master in Professional Studies in Media Administration from Syracuse University in
Syracuse, New York and a Bachelor of Arts, Major in Economics degree from the De La Salle University
where he graduated Summa Cum Laude.

Gilbert C. Gaw

Director

Mr. Gaw, 57 years old, Filipino, has been a Director of iRemit since 2002. Mr. Gaw is a businessman
engaged in the steel manufacturing industry and is Director of Treasure Steelworks Corp. (2004 to the
present) and Zhangzhou Stronghold Steel Works Co., Ltd. (2005 to the present). He is also a partner in JPSA
Global Services (2003 to the present), a courier service company.

Mr. Gaw holds a Bachelor of Science in Electronics and Communication from the University of the East.

Jose Joel Y. Pusta

Director

Mr. Pusta, 54 years old, Filipino, has been a Director of iRemit since 2002. To date, he is the Corporate
Secretary and a member of the Board of Trustees of Kabalikat ng Migranteng Pilipino, a non-stock non-profit
organization that serves the needs of the Filipino Overseas Community. Mr. Pusta also serves on the Board of
Trustees as President of Kassel Condominium Corporation. He is a Director and Vice President of Confed
Properties, Inc. and has worked mostly as auditor for firms like Universal Robina Corporation, Metro Media
Times Corporation, Manila Midtown Hotel Inc., Robinson’s Inc., Litton Mills Inc., and CFC Corporation. He
also worked as Semi-Senior Auditor for Sycip Gorres Velayo and Co.

He holds a Bachelor of Science in Commerce, Major in Accounting from the University of San Carlos in
Cebu City (Class of 1974). Mr. Pusta also has earned units in the Master in Business Administration program
of the Ateneo Graduate School of Business.

63
Atty. A. Bayani K. Tan

Director

Atty. Tan, 52 years old, Filipino, was the Corporate Secretary of iRemit from 2001 until 2004 and a Director
since May 2007. He is currently a Director, Corporate Secretary or both of the following reporting
companies: Belle Corporation (1994-present), First Abacus Financial Holdings Corp. (1994-
present), Sinophil Corporation (1993-present), TKC Steel Corporation (starting February 2007), Pacific
Online Systems Corporation (since May 2007), Tagaytay Highlands International Golf Club, Inc. (1993-
present), The Country Club at Tagaytay Highlands, Inc. (1995-present), and Tagaytay Midlands Golf Club,
Inc. (1997-present), The Spa and Lodge at Tagaytay Highlands, Inc. (1999-present), iVantage Corporation
(1993-present), Destiny Financial Plans, Inc. (2003-present), Philequity Fund, Inc. (1997-present),
Philequity Money Market Fund, Inc. (2000-present), Philequity PSE Index Fund, Inc. (1999-present), and
Philequity Dollar Income Fund., Inc. (1999-present).

Mr. Tan is also the Corporate Secretary and a Director of Sterling Bank of Asia Inc. since December 2006. He
is also a Director, Corporate Secretary, or both for the following private companies: City Cane Corporation,
Destiny LendFund, Inc., Herway, Inc., and Highlands Gourmet Specialist Corp. He is Corporate Secretary for
Goodyear Steel Pipe Corporation, Hella-Phil., Inc., JTKC Equities, Inc., Star Equities Inc., Metro Manila Turf
Club, Inc., Oakridge Properties, Inc., Winstone Industrial Corp., Winsteel Manufacturing Corp., Discovery
Country Suites, Inc., The Discovery Leisure Company, Inc., Yehey! Corporation, Belle Bay City Corporation
and E-Business Services, Inc. He is also Director and Corporate Secretary for Monte Oro Resources &
Energy, Inc., FHE Properties, Inc., Club Asia, Inc., and Yehey! Money, Inc. Atty. Tan is Managing Partner of
the law offices of Tan Venturanza Valdez (1989 to present) and Managing Director/President of Shamrock
Development Corporation and Starmaker, Inc. He is currently the legal counsel of Xavier School, Inc.

In the past, Atty. Tan was Director and Corporate Secretary of APC Group, Inc. and Clearwater Country Club,
Inc. and Corporate Secretary for International Exchange Bank and Eastern Telecommunications Philippines,
Inc. and Assistant Corporate Secretary and Legal Counsel of the Philippine Stock Exchange.

Atty. Tan holds a Master of Laws degree from New York University USA (Class of 1988) and earned his
Bachelor of Laws degree from the University of the Philippines (Class of 1980) where he was a member of
the Order of the Purple Feather (U.P. College of Law Honor Society) and ranked ninth in his class. Atty. Tan
passed the bar examinations in 1981 where he placed sixth. He has a Bachelor of Arts major in Political
Science degree from the San Beda College (Class of 1976) from where he graduated Class Valedictorian and
was awarded the medal for Academic Excellence.

Ben C. Tiu

Director

Mr. Tiu, 55 years old, Filipino, served as Chairman and CEO of iRemit from 2001 till 2004 and as Director
from May 2007 to the present. Mr. Tiu is also Chairman of the Board of Sterling Bank of Asia Inc. and TKC
Steel Corporation, President of JTKC Equities, Inc., and Union Pacific Ace Industries Inc. Mr. Tiu is the
Chairman of The Discovery Leisure Co., the group behind Discovery Suites Hotel, The Country Suites at
Tagaytay and Discovery Shores Boracay. He is also Executive Vice President of Hotel System Asia, Inc.,
JTKC Realties Corporation and Executive Vice President and Treasurer of Aldex Realty Corporation,
Treasurer of TERA Investments, Inc.. Mr. Tiu is also the Chairman and Corporate Nominee in the Philippine
Stock Exchange of Fidelity Securities, Inc. and formerly the Vice Chairman of the Board and Chairman of the
Executive Committee of International Exchange Bank.

64
He holds a Masters in Business Administration from the Ateneo de Manila University and a degree in
Mechanical Engineering from Loyola Marymount University, USA.

Ruben C. Tiu

Director

Mr. Tiu, 52 years old, Filipino, was Director of iRemit from 2002 till 2004 and again from May 2007 till the
present. He is a Director of Sterling Bank of Asia Inc. and Star Equities Inc. (2006 to present). He is
President of JTKC Realty Corporation (1988 to present), Pan-Asean Multi Resources Corporation (1988 to
present), Aldex Realty Corporation (1988 to present), and Oakridge Properties, Inc (1996 to present). Mr. Tiu
is also Executive Vice President for JTKC Equities, Inc. (1993 to present). He also held the position of
Director with the International Exchange Bank which is now merged with the Unionbank of the Philippines.

Mr. Tiu holds a Bachelor of Science in Business Administration degree from De La Salle University (Class of
1976).

John Y. Tiu, Jr.

Director

Mr. Tiu, 30 years old, Filipino, has served as Director of iRemit, Inc. since 2002. His directorships in various
companies include: Sterling Bank of Asia Inc., JTKC Equities, Inc. (2003 to present), Star Equities Inc. (2006
to present) and Touch Solutions, Inc. (2001 to present). He is also the Chairman and President of Tera
Investments, Inc. (2003 to present) and President of Fidelity Securities, Inc. (2002 to present).

He holds a Bachelor of Science in Electrical Engineering (minor in Mathematics) degree from the University
of Washington, USA (class of 1998).

Gregorio T. Yu

Director (Independent)

Mr. Yu, 49 years old, Filipino, held the position of Director of iRemit, Inc. from 2001 to 2004 and then again
in May 2007. He is Chairman of CATS Motors, Inc. (2000 to present), CATS Asian Cars, Inc. (2004 to
present), and CATS Automobile Corporation (2004 to present). Mr. Yu is also President of Domestic Satellite
Corporation of the Philippines (2001 to present).

He is Chief Executive Officer of Prople BPO Inc. (2006 to present) and Vice Chairman of the Board and
Chairman of the Executive Committee of Sterling Bank of Asia Inc. (2007). He sits on the Board of Directors
of Philequity Fund, Inc.(1994 to present), Philequity Money Market Fund, Inc. (2000-present), Philequity
PSE Index Fund, Inc. (1999-present), and Philequity Dollar Income Fund., Inc. (1999-present), Filcredit
Finance and Capital Development Corporation (2004 to present), CMB Partners, Inc. (2003 to present),
Nexus Technologies, Inc. (2001 to present) Jupiter Systems, Inc., Wordtext Systems, Inc. (2001 to present),
Yehey, Inc. (2001 to present), R.S. Lim and Co., Inc. (1979 to present). He also sits as Trustee of Xavier
School and serves as Chairman of the Ways and Means Committee of the Xavier School Educational and
Trust Fund, Inc. (1997 to present).

Mr.Yu was President and Chief Executive Officer of Belle Corporation (1989 to 2001), President of Tagaytay
Highlands International Golf Club (1991 to 2001) and The Country Club and Tagaytay Highlands (1995 to
2001), Tagaytay Midlands Golf Club (1997 to 2001). He also served as Director at the International

65
Exchange Bank from 1995 to 2006 and was a member of the Executive Committee and the Audit Committee
of the said bank during this period. He was also President and Chief Executive Officer Sinophil Corporation
(1993 to 2001) and Pacific Online Systems Corporation (1994 to 2001). He was Vice Chairman of Philippine
Global Communications (1996 to 2001) and the APC Group, Inc. (1994 to 2001). Mr. Yu was also connected
with Chase Manhattan Asia Limited as Director-Corporate Finance (1988 to 1999) and Vice President – Area
Credit with The Chase Manhattan Bank, N.A. Asia Pacific Regional Headquarters (1986 to 1988). He was
Second Vice President for Chase Manhattan Bank, N.A. Manila Offshore Banking Unit from 1983 to 1986.

He has a Master of Business Administration degree from The Wharton School, Graduate Division (class of
1983, Director’s Honor List). Mr. Yu holds a Bachelor of Arts (Honors Program) in Economics degree from
the De La Salle University where he graduated Summa Cum Laude in 1978.

Independent Directors

In compliance with the requirements of Section 38 of the Securities Regulation Code, the Revised SRC Rules
and the Company’s adopted Manual of Corporate Governance, Messrs. Gregorio T. Yu, Adolfo S. Suzara and
Calixto V. Chikiamco were nominated and elected as independent directors of the Company for 2007-2008
during the Annual Stockholders’ Meeting of the Company held on July 20, 2007.

Alma C. Santiago

Corporate Secretary

Ms. Santiago, 32 years old, Filipino, is the Corporate Secretary of iRemit, Inc. and has served as such since
2005. She serves also as Corporate Secretary of Philequity Management, Inc. (2005-present) and as
Assistant Corporate Secretary for the following companies, to wit: First Abacus Financial Holdings
Corporation (2006-present), iVantage Corporation (Since 2007), Oakridge Properties, Inc. (2006-present),
Tagaytay Highlands Community Condominium Association, Inc. (2005-present), Tagaytay Midlands
Community Homeowners’ Association, Inc. (2005-present), Redding, Inc. (2005-present), Armi Corporation
(2006-present), British Wire Industries Corporation (2006-present), Club Asia, Inc. (2006-present), Discovery
Country Suite (2006-present), Southern Visayas Property Holdings, Inc (2006-present), JTKC Equities, Inc.
(since 2007), Star Equities, Inc. (2006-present), Straightflush Corp. (2006-present), The Discovery Leisure
Company, Inc. (2006-present), Goodyear Steel Pipe Corporation (2006-present), Philippine Calcium
Industries Company, Inc. (2006-present) and Union Pacific Ace Industries, Inc. (2006-present).

She holds a Bachelor of Arts Major in Economics from the Ateneo de Manila University (Class of 1997) and
a Juris Doctor from the Ateneo de Manila University School of Law (Class of 2002). Ms. Santiago was
admitted to the Philippine Bar in February 2003 and is currently an Associate at the law offices of Tan
Venturanza Valdez.

Michelle B. San Buenaventura

Assistant Corporate Secretary

Ms. San Buenaventura, 28 years old, Filipino, was elected as Assistant Corporate Secretary of the iRemit on
July 20, 2007. She is also currently the Assistant Corporate Secretary having been elected during the
respective stockholders’ meetings for 2007 of the following reporting companies: Sinophil Corporation, Belle
Corporation and Sterling Bank of Asia Inc (A Savings Bank). Since this year, 2007, she is also Corporate
Secretary of private companies such as Metropolitan Leisure & Tourism Corporation, Highlands Gourmet

66
Specialist Corporation, Highlands China Restaurant Corporation, Parallax Resources, Inc., Highland Gardens
Corporation; Director and Corporate Secretary of Subco Technology, Inc.; and Assistant Corporate Secretary
of Fidelity Securities, Inc., Pan-Asean Multi-Resources Corporation, Demikk Holdings, Inc., JTKC Realty
Corporation, Aldex Realty Corporation, Demikk Realty, Inc., JTKC Land, Inc., HotelSystems Asia, Inc.,
Donau Deli, Inc., JT Perle Corporation, Metro Manila Turf Club, Inc. and Foundation Capital Resources, Inc.
She is a Member of the Philippine Bar and is an Associate of Tan Venturanza Valdez Law Offices. She holds
Bachelor of Laws (Class of 2005) and Bachelor of Arts in Public Administration (Class of 2000) degrees from
the University of the Philippines.

Ismael S. Reyes

Senior Vice President and Head, Market Management Division

Mr. Reyes, 41 years old, Filipino, joined iRemit, Inc. in 2001 as Assistant Vice President and Deputy Head for
the Global Sales and Marketing Division and was in charge of business development for the Middle East and
Taiwan. He became Vice President and Head of Global Sales and Marketing in 2004 and was responsible for
directing and supervising the Domestic Sales Officer, Regional Managers (Asia Pacific, Middle East, Europe
and North America) and the Marketing Administration Officer. With the reorganization of the Global Sales
and Marketing Division in 2006, Mr. Reyes became Senior Vice President in charge of the Market
Management Division, the unit responsible for managing, directing, overseeing, and monitoring the
implementation of business strategies and marketing plans of all iRemit Foreign Offices and tie-ups.

Mr. Reyes has many years of experience in the banking industry, having worked for the Bank of the
Philippine Islands as Operations Manager for the Funds Transfer Department of the said bank (1999-2001)
and for the Far East Bank and Trust Company for its International Banking Group-Remittance Center as
Project Officer for Middle East region (1995-1999).

He holds a Bachelor of Science degree major in Economics from the University of Sto. Tomas (Class of
1987).

Elizabeth G. Yao

Senior Vice President and Head, Service and Operations Division

Ms. Yao, 37 years old, Filipino, joined iRemit, Inc. in 2002 and is in charge of the Service and Operations
Division, the unit responsible for the development of service and operation objectives, programs, and
monitoring procedures to achieve the highest service fulfillment. Prior to iRemit, Inc., Ms. Yao worked as an
Equities Sales Officer for Belson Securities (1997-2002), was with the Institutional Sales Group of Belson
PrimeEast Capital (1996-1997) and was with the Treasury Division of Security Bank Corporation as a money
market trader (1995-1996).

She holds a Bachelor of Science in Business Administration degree from the University of the Philippines
(Class of 1994). Ms. Yao also attended the University of Mexico, USA from 1988 to 1990 and was enrolled
under the said university’s Bachelor of Science in Business Administration program. She is a candidate for
the De La Salle University’s Masters of Science in Computational Finance (2000-present).

67
Bernadette Cindy C. Tiu

First Vice President, Finance Division

Ms. Tiu, 28 years old, Filipino, joined iRemit, Inc. first as Finance Manager for the company’s branch office
in London, United Kingdom in 2003. In 2004, Ms. Tiu moved to the company’s branch in Vancouver, Canada
wherein she was also the Finance Manager for entire Canada. She is currently the head of the company’s
Finance Division wherein she oversees the operations of the Manila Accounting Department, the Foreign
Office Accounting Department and the Corporate Treasury Department. Ms. Tiu is also involved in the
supervision of the operations of the International Treasury Department.

Ms. Tiu holds a Bachelor of Science in Business Administration majoring in Accounting and Finance from the
Boston University School of Management, USA (Class of 2001).

Ronald C. Santos

Vice President, International Treasury

Mr. Santos, Filipino, 35 years old, has over 12 years of experience in the banking/financial industry. Has
been dynamically involved in multi-FX currency trading and corporate planning/business development. He
joined the International Treasury Unit of iRemit, Inc. in 2002 where he handles and supervises the company’s
major trading activities in several currencies. Prior to iRemit, Inc., Mr. Santos was connected with the Rizal
Commercial Banking Corporation first as Research Analyst for the RCBC Corporate Planning Division
(1993-1995), then as Senior Account Officer and Foreign Exchange Trader (1995-2000), and later as the Head
of the Product and Business Development Unit for RCBC Telemoney.

Mr. Santos holds a Masters in Business Administration degree from the Ateneo Graduate School of Business
(2001) and has a Bachelor of Science major in Marketing degree from the San Beda College (Class of 1993).

Significant Employees

The Company is not dependent on the services of any particular employee. It does not have any special
arrangements to ensure that any employee will remain with the Company and will not compete upon
termination.

Special Stock Purchase Program

On July 20, 2007, the Company approved the proposal to set up a Special Stock Purchase Program (“SSPP”
or, alternatively, the “Program”) for officers and employees of the Company who have been in the service for
at least one (1) calendar year as of June 30, 2007 as well as, Directors, resource persons and consultants of the
proponents of the Company who have been instrumental in the success of the Company, steering the
Company, through the initial difficult years to the present, earning the Company the distinction of being the
largest non-bank, Filipino-owned remittance company in the Philippines.

The objectives of the SSPP are: (a) to encourage the sense of ownership on the part of the officers and
employees of the company, thereby aligning their personal interests with the long-term viability and
prosperity of the Company,; (b) to encourage long-term commitment from directors and key officers by
aligning long-term incentives to that of the Company,; (c) to share the Company’s success with those who
have been responsible for such success and thus continue to attract, retain and motivate such individuals; and

68
(d) to complement existing compensation packages. A total of Fifteen Million (15,000,000) shares of the
Company, have been allocated under the SSPP.

The foregoing issuance of the 15,000,000 new shares under the SSPP was subject of an application for
exemption from registration of the shares under Section 10.2 of the SRC, which application was granted by
the Philippine SEC on September 13, 2007. The shares were issued at the par value of One Peso (P1.00) per
share and were paid for in cash. One of the employees of the Company who was entitled to 50,000 shares
under the SSPP resigned last September 27, 2007. Under the terms and conditions of the SSPP, should an
officer or employee resign from the Company prior to the expiration of the lock-up period, the share
purchased by such resigning officer or employee shall be purchased at cost by the Company’s Retirement
Fund for the benefit of the Company’s retiring officers or employees. As the Company’s Retirement Fund has
not yet been established, the Company has, in the meantime, bought back these shares and lodged these as
treasury shares. Treasury shares do not form part of the total outstanding shares of the Company. No
underwriter was engaged in connection with the foregoing share issuance. A more detailed discussion on the
SSPP may be found on pages 68 and 69.

The salient terms and conditions of the SSPP are as follows:

1. Eligible officers and employees, as well as the Directors and resource persons (collectively, the
“Participants”) shall avail themselves of the Program within five (5) days from approval by the Philippine
SEC of the issuance of the shares subject of the Program (the “SSPP shares”);

2. The purchase price will be at par value or P1.00 per share;

3. Each Participant shall make full payment for the allocated SSPP shares immediately upon confirmation
of the availment, however, upon the request of any employee-Participant, and for justifiable reasons, the
Company may advance the full payment (100%) of the purchase price for the SSPP shares availed of by the
Participants by way of salary loan, who shall pay the Corporation for such advance within 2 years in forty
eight (48) equal semi-monthly installments by way of salary deduction. At the end of the 48th semi-monthly
installment, the Corporation shall transfer the shares so purchased in the name of the Participant;

4. Shares of stock under the Program shall be locked up for two years commencing from the date of
purchase or subscription of the shares.

5. Employee-Participants for whom the Company has advanced payment of the purchase price for the
SSPP shares shall have no right to cash dividends on the said shares until after he/she has fully paid the
purchase price thereon. However, such Participants shall be entitled to stock dividends declared by the
Corporation even during the payment period of shares on the shares covered by his/her subscription, but the
right to receive the same from the Corporation shall be suspended until after the full payment of the purchase
price.

5. Participants shall not be entitled to vote for the SSPP shares, or alienate or encumber the same in any
manner whatsoever during the Lock-Up Period.

6. The rights granted to the Participant to acquire SSPP shares under the Program are personal and shall
not be assignable or transferable. Unless the shares are fully paid by the Participant and the Lock-Up Period
had lapsed, any assignment or transfer in violation thereof shall be null and void and shall be a ground for the
Company to rescind the sale.

7. The sale is further subject to the condition that should the officer or employee resign from the Company,
prior to the expiration of the lock-up period, the share purchased by such resigning employee or officer shall

69
 be purchased at cost by the Company’s Retirement Fund for the benefit of the Company’s retiring employees
or officers. The transaction costs for such purchase shall be for the account of the Retirement Fund.

The distribution of allocable shares was based on formulas developed by the Special Stock Purchase Program
Committee and approved by the Board. The Committee is composed of the Chairman of the Board, the
President and the three (3) independent directors of the Board.

The issuance of the 15,000,000 new shares under the SSPP was subject of an application for exemption from
registration of the shares under Section 10.2 of the SRC, which application was granted by the Philippine
SEC on September 13, 2007.

Family Relationships

Messrs. Ben C. Tiu, Ruben C. Tiu and John Y. Tiu, Jr. are siblings. Ms. Bernadette Cindy C. Tiu is the
daughter of Mr. Ben C. Tiu.

Involvement in Certain Legal Proceedings

At present, the Company is not aware of any of the following events wherein any of its directors, executive
officers, underwriters or control persons were involved during the past five (5) years.

- any bankruptcy petition filed by or against any business of which the incumbent Directors or senior
management of the Company was a general partner or executive officer, either at the time of the
bankruptcy or within two years prior to that time;

- any conviction by final judgment in a criminal proceeding, domestic or foreign, pending against any of the
incumbent Directors or senior management of the Company;

- any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or
otherwise limiting the involvement of any of the incumbent Directors or senior management of the
Company in any type of business, securities, commodities or banking activities; and

- any finding by domestic or foreign court of competent jurisdiction (in civil action), the SEC or
comparable foreign body, or a domestic or foreign exchange or electronic marketplace or said regulatory
organization, that any of the incumbent Directors or senior management of the Company has violated a
securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Executive Compensation

The following table shows the aggregate compensation received by the directors and officers of the Company for
calendar years 2005 and 2006, as well as for the first half of 2007.

Salary (Basic/Rep/13th Other Annual

Name and Principal Position Year
month) Compensation

Bansan C. Choa, Chairman and Chief

Executive Officer

70
Harris E. D Jacildo, President and Chief
Operating Officer
Adolfo S. Suzara, Independent Director

Calixto V. Chikiamco, Independent Director

Gregorio T. Yu, Independent Director

Gilbert C. Gaw, Director

Jose Joel Y. Pusta, Director

A. Bayani K. Tan, Director

Ben C. Tiu, Director

Ruben C. Tiu, Director

John Y. Tiu, Jr., Director

Maria Elizabeth G. Yao, Senior Vice President

Service & Operations
Ismael S. Reyes, Senior Vice President –
Market Management
Bernadette Cindy C. Tiu, First Vice President
and Chief Finance Officer
Ronald C. Santos, Vice President –
International Treasury Head
Total for the Executive Officers as a group 2007 1 3,538,976.10

2006 5,480,255.13

2005 5,311,062.28

2004 5,178,718.66

Total for the Directors and Executive Officers 2007 1 4,725,642.78

as a group
2006 7,643,588.33

2005 7,254,896.21

2004 7,023,718.66

Other than those disclosed above, there are no other standard or other arrangements wherein directors of the
Company are compensated, or are to be compensated, directly or indirectly, for any services provided as a
director.

There are no employment contracts or any compensatory plan or arrangements, as well, between the
Company or any of its Executive Officers.

71
The Company’s Articles of Incorporation states that

“The Board of Directors may, from time to time, grant stock options, issue warrants or enter into
stock purchase reciprocal investments, private placements, joint ventures, or similar agreements for
purposes necessary or desirable for the corporation and allocate, issue, sell or otherwise transfer,
convey or dispose of shares of stocks of the corporation of a class or classes and to such persons or
entities to be determined by the Board, including, but not limited, to employees, officers and
directors of the corporation.”

On July 20, 2007, the Company approved a Special Stock Purchase Program (“SSPP”) for its directors, as
well as for officers and employees of the Company who have been in the service for at least one (1) calendar
year as of June 30, 2007. A total of Fifteen Million (15,000,000) shares of the Company, at a par value of
One Peso (PhP1.00) per share, was allocated under the SSPP. The shares were allocated to those eligible to
avail themselves of the program based on formulas developed by the SSPP Committee and approved by the
Board. With the grant by the Philippine SEC to the Company of an exemption from registration of the shares
under Section 10.2 of the SRC on September 13, 2007, the Company, on September 20, 2007, issued to the
directors, officers and employees eligible to avail of the SSPP their respective shares under the program.

One of the employees of the Company who was entitled to 50,000 shares under the SSPP resigned last
September 27, 2007. Under the terms and conditions of the SSPP, should an officer or employee resign from
the Company prior to the expiration of the lock-up period, the share purchased by such resigning officer or
employee shall be purchased at cost by the Company’s Retirement Fund for the benefit of the Company’s
retiring officers or employees. As the Company’s Retirement Fund has not yet been established, the Company
has, in the meantime, bought back these shares and lodged these as treasury shares. Treasury shares do not
form part of the total outstanding shares of the Company.

A more detailed discussion on the SSPP may be found on pages 68 and 69 of this Prospectus.

72
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

iRemit has historically funded its operations and capital expenditures through equity and loans. iRemit
believes that it has sufficient resources to finance its working capital requirements and has ready access to
sources of credit from financial institutions. The expected proceeds from the Primary Offer will be used
principally to expand its market by opening up new branches and increase its working capital to meet the
increasing volume of remittances while keeping low its interest cost. As of June 30, 2007, iRemit had
PhP633.3 million in consolidated cash and cash equivalents, and consolidated working capital of PhP363.0
million. For the same period, total liabilities amounted to PhP637.1 million.

First Half 2007 Compared to Full Year 2006

iRemit realized consolidated net income of PhP43.5 million in the first half of 2007 which is 102.3% of full
year 2006 consolidated net income.

Revenues from operating sources of P226.8 million in the first half of 2007 is 63.2% of full year 2006 of
P358.8 million, mainly due to the high transaction count of 854,192 in the first half of 2007 which is 61.7%
of full year 2006 of 1,383,843 and high USD remittance volume of USD337.1 million in the first half of 2007
which is 60.7% of full year 2006 of USD555.6 million. Of the total transaction count in the first half of 2007,
the percentage contributions per region are as follows: Asia-Pacific – 43%; Europe – 12%; North America –
15%, Middle East – 22% and domestic sales – 8%. In terms of USD remittance volume, the regional
contributions are as follows: Asia-Pacific – 33%; Europe – 20%; North America – 17%; Middle East – 17%
and domestic sales – 14%. Higher revenues in the first half of 2007 were impacted by the growth in global
market share based on inward USD volume of 4.75% in the first half of 2007 from 4.35% in 2006.
Accordingly, the Company’s gross income of P154.8 million is 66.3% of full year 2006 of P233.6 million.

Total operating expenses including depreciation and amortization of P111.4 million is high at 58.3% of full
year 2006 of P191.0 million mainly due to higher salaries, wages and employee benefits and supplies
expenses for 1H2007 which is 68.8% of full year 2006 level. Higher net other charges in 1H2007 resulted
from high net interest expenses amounting to P14.5 million which is 68.1% of 2006 level.

Total assets of the Company increased by P413.9 million (55.5%) to P1,159.1 million as of June 30, 2007,
from P745.2 million as of December 31, 2006. Cash and cash equivalents increased by P273.0 million
(75.8%), to P633.3 million from P360.3 million as of December 31, 2006. Receivables decreased by P1.7
million (0.5%), to P339.3 million in 2007 from P341.0 million in 2006. Other current assets increased by
P11.2 million (92.3%), to P23.3 million as of June 30, 2007, from P12.1 million in 2006, due mainly to higher
input VAT claim and prepayments.

Investments increased to P20.2 million, from zero in 2006 due to investments in IRemit Singapore Pte Ltd.
for P12.6 million and Worldwide Exchange Pty Ltd. for P7.6 million. Net Property and equipment increased
by P6.0 million (49.1%), from P12.2 million in 2006 to P18.2 million as of June 30, 2007 due to additional
office unit on the 25th floor, IT equipment and transportation equipment. Goodwill increased by P100.87
million, to P105.85 million as of June 30, 2007, from P4.98 million in 2006, due mainly to additions relating
to the excess of the acquisition cost over the ownership interest in Iremit Global Remittance Limited, I-Remit
Australia Pty Ltd., International Remittance (Canada) Ltd. and Lucky Star Management Limited. Other

73
noncurrent assets increased by P4.4 million (30.0%), to P19.1 million as of June 30, 2007, from P14.7 million
in 2006, due mainly to higher refundable deposits.

Total liabilities increased by P82.0 million (14.8%) to P637.1 million as of June 30, 2007 from P555.1 million
in 2006. Loans payable, comprised of peso loans from various local financial institutions with interest at an
approximate range of 8.00% to 10.50% per annum, which are unsecured, decreased by P183.4 million
(37.0%), from P495.8 million in 2006 to P312.4 million as of June 30, 2007. Long-term debt amounting to
P4.3 million as of June 30, 2007, represents retirement liability. Accounts payable and other liabilities
increased to P320.4 million as of June 30, 2007 compared to P56.9 million in 2006. Comprising accounts
payable and other liabilities are principally advances from related parties of P197.7 million, payables to
beneficiaries of P50.8 million, payables to agents, couriers and trading clients of P45.9 million, accrued
expenses of P14.4 million and non-trade payables of P11.7 million.

The Company’s stockholders’ equity as of June 30, 2007 of P522.0 million was higher by P331.9 (174.6%)
compared to the 2006 level of P190.1 million due to additional deposits on future stock subscriptions for
P294.0 million on account of the planned IPO.

The additional investments totalling to P294 million in June 2007 in the form of additional deposits on future
stock subscriptions by the shareholders resulted in the material increase in iRemit’s liquidity. The indicators
of liquidity condition as of June 30, 2007 in the Balance Sheets are the Cash and Deposits on future stock
subscriptions items while in the Statements of Cash Flows is the Proceeds from capital infusion item and in
the Income Statements is the increasing net income item figure. iRemit does not anticipate having within the
next twelve (12) months any cash flow or liquidity problems because of the aforesaid capital infusion and the
planned Initial Public Offering (IPO) in October 2007. iRemit is not in default or breach of any note, loan,
lease or other indebtedness or financing arrangement requiring it to make payments. There is no significant
amount of iRemit’s trade payables which have not been paid within the stated trade terms. Other than the
items discussed above, there are no other internal and external sources of liquidity or any sources of liquid
assets used.

Below are the comparative key performance indicators of the Company and its subsidiaries:
June 30, 2007 Dec. 31,
(Half year)** 2006

ROE Net income* over average stockholders’ equity during the period 16% 25%

ROA Net income* over average total assets during the period 5% 7%

Earnings per Net income* over number of average number of outstanding shares 86.93 84.97
Share (EPS)

Sales Growth Total transaction value in US$ in present year over same period in 33% 40%
previous year

Gross Income Revenue less total cost of services P154.8Mn P233.6Mn

* Net Income attributable to Equity holders of the Parent Company and Minority interest. EPS computed using Net Income attributable
to Equity holders of the Parent company for the period ended June 30, 2007 and for the year ended December 31, 2006 is 79.78 and
83.42, respectively.

** covers the period from January to June 2007

74
2006 compared to 2005

iRemit realized consolidated net income of P42.5 million in 2006, an increase of P12.6 million over
consolidated net income of P29.9 million in 2005.

Revenues from operating sources increased by P107.2 million (42.6%) to P358.8 million in 2006, from
P251.6 million in 2005, mainly due to the 44% increase in transaction count (from 959,571 in 2005 to
1,383,843 in 2006) and 40% increase in USD remittance volume (from USD396.1 million in 2005 to
USD555.6 million in 2006). Of the total transaction count in 2006, the percentage contributions per region
are as follows: Asia-Pacific – 44%; Middle East and Europe – 17% each; North America – 15% and domestic
sales – 6%. In terms of USD remittance volume, the regional contributions are as follows: Asia-Pacific –
32%; Europe – 28%; North America – 15%; Middle East – 12% and domestic sales – 12%. Higher revenues
in 2006 were impacted by the growth in global market share based on inward USD volume from 3.71% in
2005 to 4.35% in 2006. Accordingly, the Company’s gross income increased by P65.7 million (39.1%), to
P233.6 million, from P167.9 million in 2005.

Total operating expenses including depreciation and amortization was higher by P52.9 million (38.3%), to
P191.0 million, from P138.1 million in 2005, with the increase mainly due to higher salaries, wages and
employee benefits, marketing, professional fees and bad debts expenses for 2006. Higher net other charges in
2005 resulted from higher net interest expenses amounting to P22.8 million.

Total assets of the Company increased by P310.7 million (71.5%) to P745.2 million as of December 31, 2006,
from P434.5 million as of December 31, 2005. Cash and cash equivalents increased by P182.9 million
(103.1%), to P360.3 million from P177.3 million in 2005. Receivables increased by P120.7 million (54.8%),
to P341.0 million in 2006 from P220.3 million in 2005. Other current assets decreased by P1.4 million
(10.5%), to P12.1 million as of December 31, 2006, from P13.4 million as of December 31, 2005, due mainly
to lower prepaid expenses. Property and equipment increased by P2.0 million (19.4%), from P10.2 million as
of December 31, 2005 to P12.2 million as of December 31, 2006 due to additional office unit on the 27th floor
and IT equipment. Other noncurrent assets, inclusive of Goodwill, increased by P1.4 million (10.5%), to
P14.7 million as of December 31, 2006, from P13.3 million as of December 31, 2005, due mainly to
additional investment in IRemit Europe Remittance Consulting AG for P5.3 million.

Total liabilities increased by P268.5 million (93.7%) to P555.1 million as of December 31, 2006 from P286.6
million as of December 31, 2005. Loans payable, comprised of peso loans from various local financial
institutions with interest at an approximate range of 10.25% to 10.75% per annum, which are unsecured,
increased by P354.6 million (251%), from P141.2 million as of year-end 2005 to P495.8 million as of
December 31, 2006. Long-term debt amounting to P2.4 million as of December 31, 2006, represents
retirement liability. Accounts payable and other liabilities decreased to P56.9 million in 2006 compared to
P144.0 million in 2005. Comprising accounts payable and other liabilities are principally payables to
beneficiaries of P2.4 million, payables to agents, couriers and trading clients of P19.1 million, advances from
related parties of P6.5 million, accrued expenses of P17.9 million, and non-trade payables of P11.0 million.

The Company’s stockholders’ equity as of December 31, 2006 of P190.1 million was higher by P42.1 (28.5%)
compared to the year-end 2005 level of P148.0 million due to higher net income.

75
Below are the comparative key performance indicators of the Company and its subsidiaries:

Dec. 31, 2006 Dec. 31, 2005

ROE Net income* over average stockholders’ equity during the 25% 22%
period

ROA Net income* over average total assets during the period 7% 6%

Earnings per Net income* over number of average number of outstanding 84.97 59.86
Share (EPS) shares

Sales Growth Total transaction value in US$ in present year over previous 40% 43%
year

Gross Income Revenue less total cost of services P233.6Mn P167.9Mn

* Net Income attributable to Equity holders of the Parent Company and Minority interest. EPS computed using Net Income attributable
to Equity holders of the Parent company for the year ended December 31, 2006 and for the year ended December 31, 2005 is 83.42 and
63.18, respectively.

2005 compared to 2004

iRemit realized consolidated net income of P29.9 million in 2005, an increase of P14.5 million over
consolidated net income of P15.4 million in 2004.

Revenues from operating sources increased by P98.5 (64.4%), to P251.6 million in 2005 from P153.0 million
in 2004, mainly due to the 38% increase in transaction count (from 693,182 in 2004 to 959,571 in 2005) and
43% increase in USD remittance volume (from USD276.6 million in 2004 to USD396.1 million in 2005). Of
the total transaction count in 2005, the percentage contributions per region are as follows: Asia-Pacific – 50%;
Europe – 22%; North America – 14%; Middle East – 12% and domestic sales – 3%. In terms of USD
remittance volume, the regional contributions are as follows: Asia-Pacific – 34%; Europe – 35%; North
America – 13%; Middle East – 8% and domestic sales – 10%. Higher revenues in 2005 were impacted by
the growth in global market share based on inward USD volume from 3.23% in 2004 to 3.71% in 2005.
Accordingly, the Company's gross income increased by P61.4 million (57.6%), from P106.5 million in 2004
to P167.9 million in 2005.

Total operating expenses increased by P46.9 (51.5%), to P138.1 million in 2005 from P91.1 million in 2004.
This was mainly due to higher salaries, wages and employee benefits, rental expenses for 2005. Higher net
other charges in 2005 resulted from higher net interest expenses amounting to P22.8 million due to higher
interest rates.

Total assets of the Company decreased by P68.6 million (13.6%) to P434.5 million as of December 31, 2005
compared to P503.1 million as of December 31, 2004. This is mainly attributable to lower other current
assets. Cash and cash equivalents increased by P32.0 million (22.0%), to P177.3 million from P145.4 million
in 2004. Receivables decreased by P27.6 (11.1%), from P247.9 million in 2004 to P220.3 million in 2005.
Other current assets decreased by P77.0 million (85.2%), to P13.4 million as of December 31, 2005, from
P90.4 million as of December 31, 2004, due mainly to the USD1.5 million (equivalent to P84.4 million)
deposits in 2004 which was used as a hold-out security for the Company’s short-term interest-bearing dollar-
denominated loans. Property and equipment slightly increased by P0.5 million (5.2%), from P9.7 million in
2004 to P10.2 million in 2005 due to office renovations and additional IT equipment during the period. Other
noncurrent assets increased by P6.5 million (94.3%), to P13.3 million as of December 31, 2005, from P6.9

76
million as of December 31, 2004, due mainly to the initial investment in Iremit Europe Remittance Consulting
AG for P3.6 million.

Total liabilities decreased by P89.1 million (23.7%), to P286.6 million as of December 31, 2005 from P375.7
million as of December 31, 2004 mainly due to lower total loan balance. Loans payable, comprised of peso
loans from various local financial institutions with interest at an approximate range of 5.00% to 13.00% per
annum, which are unsecured, decreased by P123.7 million (46.7%), from P264.9 million as of year-end 2004
to P141.2 million as of December 31, 2005. Accounts payable and other current liabilities increased at
P144.0 million as of December 31, 2005, compared to P110.8 million as of December 31, 2004. Comprising
accounts payable and other current liabilities are principally payables to beneficiaries of P82.5 million,
payables to agents, couriers and trading clients of P26.8 million, advances from related parties of P14.5
million, accrued expenses of P7.7 million, and non-trade payables of P12.4 million.

The Company’s Shareholders’ Equity as of December 31, 2005 of P148.0 million is P20.6 million (16.2%)
higher than the 2004 level of P127.4 million, due higher net income for 2005.

Below are the comparative key performance indicators of the Company and its majority-owned subsidiaries:

Dec. 31, 2005 Dec. 31, 2004

ROE Net income* over average stockholders’ equity during 22% 15%
the period

ROA Net income* over average total assets during the period 6% 4%

Earnings per Net income* over number of average number of 59.86 30.75
Share (EPS) outstanding shares

Sales Growth Total transaction value in US$ in present year over 43% 83%
previous year

Gross Income Revenue less total cost of services P167.9Mn P106.5Mn

* Net Income attributable to Equity holders of the Parent Company and Minority interest. EPS computed using Net Income attributable
to Equity holders of the Parent company for the year ended December 31, 2005 and for the year ended December 31, 2004 is 63.18 and
29.07, respectively.

Key Performance Indicators

The consolidated data on iRemit and its majority-owned subsidiaries’ top five (5) key performance indicators
are shown below for the First Half of 2007, full year 2006 and full year 2005.

1. Transaction Count – refers to the total number of remittance transactions that iRemit’s
subsidiaries/affiliates/tie-ups in foreign countries received from the remitters and that iRemit delivered
through various service modes to the remitters’ beneficiaries in the Philippines

2. Transaction Amount in US$ - refers to the total value of remittance transactions in terms of US$ that the
remitters abroad sent to their beneficiaries in the Philippines

3. Delivery Fees – refers to the service income that iRemit earned for fulfilling the remittance commitments
in accordance with the remitters’ instructions using its technologically advanced remittance system and
through various payment channels

77
4. Net Foreign Exchange Gain – refers to the net differences in the agreed peso equivalent of the foreign
currency-denominated remittances received from abroad and the actual peso conversions of the same

5. Net Income After Tax – arrived at by deducting from operating revenues and other income items the cost
and expense items including provision for income tax

Jan-Jun 2007 2006 2005

Transaction Count 854,192 1,383,843 959,571

Transaction Amount (US$) 337,150,598 555,576,008 396,150,283

Delivery Fees (PhP) 142,910,483 233,069,634 164,066,018

Foreign Exchange Gains - net (PhP) 83,788,592 125,247,202 87,184,409

Net Income After Tax (PhP) 43,465,655 42,486,140 29,927,937

Material Events

The Company does not foresee any event that will trigger direct or contingent financial obligation that is
material to the Company, including any default or acceleration of an obligation.

Seasonal Aspects

There are historical peak seasons in the remittance business such as the start of school openings and during
the holiday seasons. The Company’s projections have considered this seasonality aspect.

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 OVERVIEW OF THE PHILIPPINE REMITTANCE INDUSTRY*

Over the years, one of the main propellers of the Philippine economy has been the steady influx of funds
remitted by the Overseas Filipino Workers. By definition, remittances pertain to the monetary funds sent by
individuals working outside of their home countries to recipients in the country that they came from. Due to
the growing volume of migrant Filipino workers, more and more industries have been developing products
and services in order for them to tap the voluminous and under-tapped market. In the remittance industry,
companies have continuously attempted to develop innovative products that OFWs and their relatives can
utilize and enjoy.

REMITTANCE INDUSTRY

Players

The remittance industry has numerous players which are classified into two (2) general categories – the
formal and informal channels.

Formal Channels

Banks

At present, there are currently over twenty commercial and thrift banks which are active players in the
remittance business. Five of them have a hold of 80% to 90% of the banking sector’s remittance activity as
they are able to utilize their wide distribution network overseas and within the Philippines to reach out to
more people. Services added by the bank include the ability to use the banking channel despite not having an
account with the bank remittance service provider, advice-and-pay mechanisms, and common debit cards to
be issued to both the OFW and a relative in the Philippines.

Philippine Money Transfer Agencies

Major players include iRemit, Lucky Money, LBC Express, Aboitiz, and Pacific Ace. The estimated volume
coursed through these companies is in the range of US$25 million to US$1 billion per annum. Some
participants in this segment began as door-to-door delivery companies.

International Money Transfer Agencies

Major players include iRemit and Western Union, which is considered to be the largest money transfer agency
in the country, and MoneyGram. The most obvious selling point of these companies is their network
coverage. With their worldwide presence, they can easily address OFW remittance recipients’ desire for
accessibility and convenience.

*
Sources: Bangko Sentral ng Pilipinas, Philippine Overseas Employment Agency and Asian Development Bank

79
Telecommunications

In the year 2000, Smart Telecommunications’ introduce SMART Money and was followed immediately by
Globe Telecom’s G-Cash service. This mobile remittance service allows senders and recipients to go about a
remittance transaction through the use of Short Message Service (SMS). Money can then either be directly
used in stores (direct credit) or received upon encashment in various remittance centers. To date, this
industry has successfully tapped OFWs in Hong Kong, China, Europe and the United States through
partnership with international remittance centers. Locally, the service is now being enhanced via the use of
the telecoms’ offices, fast food branches, department stores, and gasoline stations as remittance centers.

Informal Channels

“Padala” System

The literal meaning of the local word “Padala” is sending via another person. In this process, the person
asked to send the money is being selected through reliability and trustworthiness. Person tasked to bring and
deliver the money may expect repeats as the trust builds with each completed delivery.

This transaction, although unmonitored, still occurs under the regulatory framework authorities as the
physical cross-border flows of currency notes are implemented within the legal regulatory limits allowed.

“Kaliwaan” System

The system, despite its lack of popularity, operates through a well-tested network of currency exchange. It
involves the use of agents in the source and destination countries who do not impose regulatory restrictions as
they arrange currency transfers. As a result, it has been the subject of recent congressional inquiries because
of its possible use in laundering monetary proceeds from various illegal activities.

Handcarry System

Similar to the “padala” system, the handcarry system is a means of sending money through people who are en
route to the destination country. However, the primary difference lies in the fact the people who are either on
vacation or going home after the expiration of work contracts. As such, these are mostly one-time requests.

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 METHOD DESCRIPTION

Around 17 commercial banks involved in remittances; Five Major

Banks Players hold 80% to 90% of the market; Pricing is controlled by
service providers

Have established extensive networks nationwide; Approx. US$ 25

Money Transfer Agencies
million – US$1billion annually

International Money Transfer Extensive networks abroad; Locally, uses distribution networks of
agents and sub-agents such as banks and pawnshops; Accessibility
Agencies remains strongest selling point

Informal channel; sending via another person; Built solely on trust;

Padala System
Occurs under purview of regulatory authorities

Operates through well-tested network of currency exchange; Link

Kaliwaan System between remittance operator’s agent at source country and operator
at destination country; Possibly used in money laundering

Workers returning home bring home cash to the country; Absence

Handcarry System
of measurement of actual transaction volume

Telecommunications Remittance services supported by mobile phone lines; Remittance

centers include department stores, gas stations, pawnshops,
System convenience stores

Psychology of Senders and Recipients

The activities in the remittance industry are largely dependent on the predisposition of OFW workers who
send the money and their relatives who act as recipients. In a recent study conducted by the Asian
Development Bank (ADB), the following attitudes and behavior of these participants in the remittance market
were revealed:

- The inclination to use banks is low. This may be attributable to the widespread concept of Filipinos
that the banks are difficult to use as the transaction process is usually strict and complex (i.e.
numerous requirements for transactions).

- The OFW approaches money management of his remittance with a mind-set of “currency portfolio,”
playing the currency exchange rates for private gain.

- The OFW has a multi-channel approach in viewing the remittance of his earnings. There is no
underlying interest to develop loyalty or preference to use a specific channel.

Lack of remittance channels may not be the problem for the hesitance of the OFW in building brand loyalty;
rather, lack of awareness, trial, and preference may serve as the main reason as to why loyalty is not
cultivated.

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Purchase decisions relating to a choice of channel is based on a combination of factors. Minimum basic
requirements include convenience, speed of remittance and fee-related attributes. Other important factors
include company reputation and peer recommendation.

The decision-making process in remittance channel preference involves both the remitter and the recipient.

The use of alternative channels to formal channels can be traced primarily to the perception of both the
remittance sender and receiver of following attributes of alternative channels that make them seem distinctive
of unique:

- Informal channels provide an easy, hassle-free service without the requirements for documentation
and identification.

- Informal channels operate on the basis of close community ties and established relationships of trust
between the service provider and the remittance sender and remittance recipient. These connections
develop through the years with the support of referrals/endorsements from users of the informal
channel service.

The remittance sender-informal channel relationship extends beyond a single type transaction and may
include simple credit/lending-borrowing relationship secured only by a claim of future remittance flows.

OFW PROFILE

In 2006, Overseas Filipino Workers (OFWs) have been reported to number around 8,233,172, which
translates to nearly 10% of the total population of Filipinos. These migrant workers have accepted jobs which
include nursing, health care, and information technology related jobs, although a larger portion of OFWs still
continue to be comprised of unskilled workers. The Household and related workers category topped the list,
accounting for 29.7% of the total deployed landbased new hires. This was followed by Factory and related
workers (14.0%), Construction workers (14.0%), Building Caretakers and related workers (5.8%), Hotel and
Restaurant related workers (5.1%), Caregivers and Caretakers (4.7%), Medical Related workers (4.0%),
Engineers and related workers (3.6%), Dressmakers, Tailors, and related workers (2.5%) and Overseas
Performing Artists (2.4%).

Deployment of Newly Hired OFWs by Skills Category (New Hires)

For the periods indicated
Skill Category 1998 2000 2002 2004 2006
Professional, Medical and Technical Workers 55,456 78,685 99,688 93,006 41,258
Administrative and Managerial Workers 385 284 374 490 817
Clerical Workers 2,897 2,367 4,012 5,221 7,912
Sales Workers 2,514 2,083 3,043 3,903 5,517
Service Workers 80,675 91,206 97,374 112,856 144,321
Agricultural Workers 388 526 612 665 807
Production Workers 75,078 57,807 69,513 62,708 103,584
For reclassification 1,822 20,072 11,512 1,626 3,906
Total 219,215 253,030 286,128 280,475 308,122
Source: POEA

Another trend which can be observed in the OFW deployment is the shifting concentration in terms of
geographical location. While the Middle East migrant population continues to rise, there has been a notable
slowdown in deployment within Asia. A large jump, however, can be observed in the Americas and Europe

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The top 10 country destinations of landbased OFWs, both for new hires and rehires were (1) Saudi Arabia, (2)
United Arab Emirates, (3) Hong Kong, (4) Kuwait, (5) Qatar, (6) Taiwan (7) Singapore, (8) Italy, (9) United
Kingdom, and (10) South Korea. Except for Hong Kong and Taiwan, deployment of OFWs in al destinations
went up by an average of 16.2% in 2006.

Deployment of OFWs by Major World Group - New Hires and Rehires

For the periods indicated
World Group OFW Deployment Percentage Share to Total
2005 2006 % Change 2005 2006
Asia 259,209 222,940 -14.0% 35.0% 28.3%
Middle East 394,419 462,545 17.3% 53.3% 58.7%
Europe 52,146 59,313 13.7% 7.0% 7.5%
Americas 14,886 21,976 47.6% 2.0% 2.8%
Trust Territories 7,596 6,481 -14.7% 1.0% 0.8%
Africa 9,103 9,450 3.8% 1.2% 1.2%
Oceania 2,866 5,216 82.0% 0.4% 0.7%
Others 135 8 -94.1% 0.0% 0.0%
Landbased Total 740,632 788,160 6.4% 75.0% 74.2%
Seabased Total 247,497 274,497 10.9% 25.0% 25.8%
Total Deployed 988,129 1,062,657 7.5% 100.0% 100.0%
Source: POEA

OFW Remittance per Region

While the annual average growth of deployed OFWs only hit 4%, the remittance industry has been moving
relatively faster as the year-end 2006 figure of US$12 Billion is already twice the year-end 2001 total
remittance of US$6 Billion. Annual remittance figures have been constantly increasing, although remittance
growth in the Americas, Oceania, and Europe have been much faster than those in other regions.

OFW REMITTANCE PER REGION (IN US$'000)

REGION 2001 2002 2003 2004 2005 2006 Apr '07

ASIA 1,049,551 1,116,336 894,310 918,329 1,172,373 1,496,119 518,241

AMERICAS 3,300,327 3,537,768 4,370,705 5,023,803 6,605,231 7,198,220 2,539,267
OCEANI A 21,188 34,793 44,470 42,600 54,573 85,610 37,287
EUROP E 406,194 889,094 1,040,562 1,286,130 1,433,904 2,061,067 821,000
MI DDLE EAS T 711,918 1,242,809 1,166,376 1,232,069 1,417,491 1,908,665 758,647
AFRICA 3,600 3,959 11,371 3,439 4,546 10,272 6,244
OTHERS 538,493 61,397 50,664 44,001 887 1,354 599
TOTAL 6,031,271 6,886,156 7,578,458 8,550,371 10,689,005 12,761,307 4,681,285
Note: Data are not truly reflective of the actual country of deployment of OFW's due to the common practice of remittance
centers in various cities abroad to course remittances through correspondent banks mostly located in the U.S.
Source: DER-BSP

83
 DESCRIPTION OF PROPERTIES

The Company or any of its subsidiaries do not currently own any property.

The Company is leasing from Oakridge Properties, Inc. (OPI) its office spaces located at Units 2503, 2603,
2604, 2605, and 2703 Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City for a monthly rental of
PhP601,848.85 for a period of one (1) year, renewable upon mutual agreement of the parties.

The lease of the units in the 26th floor is covered by two (2) operating lease agreements with OPI each for a
period of fifty-and-a-half months, which commenced on September 16, 2002 and expired on November 30,
2006. The agreements were subsequently renewed for a period of one year, expiring on November 30,
2007. The monthly rental for the renewed period for both agreements is in the aggregate amount of Four
Hundred Eleven Thousand Six Hundred Seventeen Pesos (PhP411,617.00) plus VAT. The lease may be
further renewed under the terms and conditions mutually agreed upon by the parties ninety (90) days prior to
the expiration of the Contract of Lease.

For the unit in the 25th floor, the term of the lease is three (3) years, commencing on February 1, 2007 to
January 31, 2010, with a 10% escalation on the aggregate current monthly rental on the 13th and 25th month of
the term. The lease may be renewed under the terms and conditions mutually agreed upon by the parties
ninety (90) days prior to the expiration of the Contract of Lease. At the start of the lease, for the use and
occupancy of the premises, the Company is to pay OPI every month the amount of Eighty Nine Thousand
Eight Hundred Sixty Five Pesos (PhP89,865.00) plus VAT.

The 27th floor unit is covered by an operating lease with a term of three (3) years, commencing on February 1,
2006 and to expire on January 31, 2009, and renewable under terms and conditions mutually agreed upon by
the parties ninety (90) days prior to the expiration of the Contract of Lease. The Company shall pay OPI a
monthly rent of Seventy Nine Thousand Eight Hundred Eighty Pesos (PhP79,880.00) plus VAT for the first
year of the lease, with a 10% escalation on the aggregate current monthly rental on the 13th and 25th month of
the term.

iRemit and Oakridge Properties, Inc. are related to each other by virtue of JTKC Equities’ ownership of the
Discovery Leisure Company, Inc. which in turn owns Oakridge Properties, Inc. JTKC Equities, Inc. is one of
the Company’s major shareholders.

All other iRemit foreign offices are on operating lease agreements that are not related party transactions in
nature

The Company has no plans or intention to acquire real properties in the next twelve (12) months.

84
 CONTRACTS AND AGREEMENTS

Memorandum of Agreement

The Company conducts its remittance and collection business internationally by organizing wholly-owned
corporations, entering into a joint venture agreement and entering into Memorandum of Agreements (MOAs)
with individuals and corporations in foreign territories. The operations include Hong Kong, Australia, Brunei,
India, Singapore, Malaysia, Philippines, United Kingdom, Ireland, Netherlands, Spain, Italy, Austria, Saipan,
United Arab Emirates, Qatar, Bahrain, Israel, Lebanon, Jordan, United States, Bermuda and Canada.

The Memorandum of Agreements entered into with individuals and corporations in foreign territories follow a
general format with some minor variations. Generally, the MOAs entered on or after 2004 provide that
iRemit retain exclusive proprietary right over its IFS system which the foreign parties will use to implement
the remittance arrangement. Those entered into on or before 2003 do not contain this provision. All MOAs
however are aimed at limiting iRemit’s exposure by specifying that (a) the foreign parties are not agents but
independent contractors (b) foreign parties shall be responsible for compliance with all applicable laws in
their respective territories and (c) funds must first be deposited before iRemit Manila shall release the same to
the intended beneficiary in the Philippines. Contracts executed on or after 2004 also stipulate amicable
settlement or arbitration as the mode of settlement dispute and the exclusive jurisdiction of Philippine courts.
New contracts with tie-ups require bond or advanced payment cover in order to fulfil the delivery of any of its
transactions. The bond or advanced payment cover is deposited to an iRemit-designated bank account which
serves as a collateral.

The bulk of the MOAs in the Philippines cover the arrangement between the Company and various
institutions, such as banks, credit companies, and pawnshops, for the appointment of the latter as payout
stations of its Notify-to-Pay service. There are also MOAs that involve the appointment of iRemit as the
collection agent for remittance of OFWs to real estate developers, pre-need and insurance companies
including the SSS, Pag-IBIG Fund, Philhealth and OWWA. Likewise, contracts with couriers for door-to-
door delivery service require mostly the payment of cash bond which is deposited to an iRemit-designated
bank account but property as collateral or surety bond is also acceptable.

Lease Contracts

iRemit does not own any real estate but maintains its offices at the 25th to the 27th Floor of Discovery Center,
No. 25 ADB Avenue, Ortigas Center, Pasig City. Said offices are covered by four lease agreements with the
property owner, Oakridge Properties Inc. as follows:

1) 25th Floor. The lease is from February 1, 2007 to January 31, 2010. The area consists of 199 sq. m. with
the monthly rental of Php 89,865.00 exclusive of VAT which shall be borne by iRemit.

2) 26th Floor. The lease is from December 1, 2006 to November 30, 2007. It covers units 2604 and 2605
consisting of 551.80 sq. m. with the monthly rental of P311,767.00 exclusive of VAT which shall also be
borne by iRemit. A separate lease agreement covers Unit 2603 but for the same lease period. It consists of
199.70 sq. m. with a monthly rental of P99,850 exclusive of VAT which shall also be borne by iRemit. The
use of the 37.31 sq. m. hallway for the 26th floor is also covered by a separate lease agreement with iRemit
paying Php 12,498.85 a month.

3) 27th Floor. The lease is from February 1, 2006 to January 31, 2009 and covers Unit 2703. It consists of
199.70 sq. m. with a monthly rent of Php 79,880.00 exclusive of VAT which shall also be borne by iRemit.

85
 Material Contracts of the Company

Name of Contract Parties Description

Contract of Lease iRemit and Oakridge Properties, Inc. A lease of the 25th Floor office space of the
Company in Discovery Suites. The lease is
from February 1, 2007 to January 31, 2010.
The area consists of 199 sq. m. with the
monthly rental of Php 89,865.00 exclusive
of VAT which shall be borne by iRemit.

Contract of Lease iRemit and Oakridge Properties, Inc. A lease of Units 2604 and 2605 in
Discovery Suites. The lease is from
December 1, 2006 to November 30, 2007.
The units consist of 551.80 sq. m. with a
monthly rental of P311,767.00 exclusive of
VAT which shall also be borne by iRemit.

Contract of Lease iRemit and Oakridge Properties, Inc. A lease agreement covering Unit 2603 of
the Discovery Suite. The lease is from
December 1, 2006 to November 30, 2007.
The unit consists of 199.70 sq. m. with a
monthly rental of P99,850 exclusive of VAT
which shall also be borne by iRemit.

Contract of Lease iRemit and Oakridge Properties, Inc. The lease of the office space of the
Company on the 27th Floor of Discovery
Suites. The lease is from February 1, 2006
to January 31, 2009 and covers Unit 2703.
It consists of 199.70 sq. m. with a monthly
rent of Php 79,880.00 exclusive of VAT
which shall also be borne by iRemit.

86
 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Pursuant to the rationalization plan of iRemit in respect of its foreign operations, certain foreign offices which
were erstwhile operating as iRemit affiliates under fee sharing schemes where folded in as direct subsidiaries
of the Company. For this purpose, iRemit acquired from its shareholders and certain directors the equities of
its foreign affiliates in the United Kingdom, Singapore, Australia and Hong Kong. The total consideration for
these assets amounted to One Hundred Two Million Three Hundred Forty Nine Thousand Five Hundred
Twenty Six Pesos (PhP102,349,526.00) as reflected in the several Deeds of Assignment dated June 30, 2007
entered into by the Company with three of its directors, Messrs. Bansan C. Choa, Ben C. Tiu and Gilbert C.
Gaw and Surewell Enterprises, Ltd. Transaction price was based on the par value of the shares acquired.

iRemit executed four (4) Lease Agreements covering its occupancy of its offices at the 25th to the 27th Floor
of Discovery Center, No. 25 ADB Avenue, Ortigas Center, Pasig City with Oakridge Properties Inc., a related
party by virtue of JTKC Equities, Inc.’s ownership of the Discovery Leisure Company, Inc. which in turn
owns Oakridge Properties, Inc. A further discussion on the Lease Agreements may be found on pages 84 and
85 under “Description of Properties” and “Contracts and Agreements”, respectively.

iRemit has office sharing arrangements with Surewell Enterprises, Ltd. in Hong Kong and Surewell Equities
(S) PTE LTD. in Singapore. Mr. Bansan C. Choa is a shareholder in both companies.

Aside from the foregoing, the Company engages in the following transactions with related parties in the
ordinary course of business:

- Transactions consisting of delivery services for a fee with subsidiaries, to wit:

o International Remittance (Canada) Limited;

o I-Remit Global Remittance Limited;

o I-Remit Australia Pty. Limited; and

o Lucky Star Management Ltd.

- Transactions consisting of delivery services for a fee with associates, to wit

o Worldwide Exchange Pty. Ltd.; and

o I-Remit Singapore Pte. Ltd.

- A Peso bank account maintained with Sterling Bank of Asia Inc (A Savings Bank). The Bank’s
majority shareholders are JTKC Equities, Inc. Surewell Equities, Inc and Star Equities Inc.

Advances to/from Stockholders

In the normal course of iRemit doing business, there were occasions when the stockholders would be
advancing funds for working capital requirements of the Company. Reciprocally, there would also be
occasions when the Company would have excess funds and would employ these to advance funds to some of
its affiliates, payable on demand. In prior years, advances were made to foreign offices which, as these were
still starting commercial operations, were then owned by the stockholders or associates or companies owned
by the stockholders. The funds were then used either as working capital, to maintain cash balances in bank

87
accounts or for provision of cash bonds. Presently, these foreign offices are either affiliates or subsidiaries of
iRemit.

Advances to subsidiaries, associates and affiliates

Further to the Company’s usual course of business, it also advances funds to its subsidiaries, associates and
affiliates. These are accounts receivable from subsidiaries, associates and affiliates pertaining to remittance
transactions. It also consists of advances made to subsidiaries, associates and affiliates for working capital to
maintain cash balances in bank accounts and other financial and operating requirements. The accounts
receivables are usually settled the next banking day. On the other hand, advances for financial and operating
requirements are on demand.

88
 LEGAL PROCEEDINGS

The Company and its major subsidiaries and associates are not involved in, nor are any of their properties
subject to, any material legal proceedings that could potentially affect their operations and financial
capabilities.

89
 GENERAL CORPORATE INFORMATION

iRemit was incorporated on March 5, 2001 with SEC Registration No. A200101631.

Summary of Articles of Incorporation

The primary purpose of the Company is:

To engage in the business of fund transfer and remittance services, from abroad into the Philippines or
otherwise, of any form or kind of currencies or monies, either by electronic, telegraphic, wire or any other
mode of transfer; as well as to undertake the delivery of such funds or monies, both in the domestic and
international market, by providing courier or freight forwarding services; and to conduct foreign exchange
transactions as may be allowed by law and other allied activities relative thereto; provided that the foreign
exchange currency transactions of the Company shall be limited to ordinary money changing activity or
“spot” foreign currency transaction; provided further that the Corporation shall not engage in the business of
being a commodity future broker or otherwise engage in financial derivatives activities such as foreign
currency swaps, forwards, options or other similar instruments as defined under BSP Circular No. 102, Series
of 1995.

Term

The Company is to exist for fifty (50) years from and after the date of incorporation.

Capitalization

The Company was initially incorporated with a capital stock of Two Hundred Million Pesos
(P
=200,000,000.00), divided into Two Million shares at the par value of One Hundred Pesos (P
=100.00) per
share. Subscribers at incorporation are the following:

AMOUNT OF
AMOUNT OF
NAME NATIONALITY NO. OF CAPITAL
CAPITAL
SHARES STOCK
PAID-UP
SUBSCRIBED SUBSCRIBED

iVANTAGE Filipino 999,993 =

P 99,999,300.00 P
= 49,999,300.00
CORPORATION

BEN C. TIU Filipino 1 100.00 100.00

WILSON L. SY Filipino 1 100.00 100.00

WILLY N. OCIER Filipino 1 100.00 100.00

WILLIAM L. CHUA Filipino 1 100.00 100.00

JUAN G. CHUA Filipino 1 100.00 100.00

90
DAVID R. DE LEON Filipino 1 100.00 100.00

RANDOLPH C. DE Filipino 1 100.00 100.00

LEON

TOTAL 1,000,000 P
= 100,000,000.00 P
= 50,000,000.00

On August 15, 2002, iVantage Corporation sold all its titles, rights, interests and obligations in and to all its
subscribed shares in the Company to the following:

AMOUNT OF
AMOUNT OF
NAME NATIONALITY NO. OF CAPITAL
CAPITAL
SHARES STOCK
PAID-UP
SUBSCRIBED SUBSCRIBED

JTKC Equities, Inc. Filipino 650,000 =

P65,000,000.00 P
= 32,500,000.00

Surewell Equities, Inc. Filipino 300,000 30,000,000.00 15,000,000.00

JPSA Global Services Co. Filipino 50,000 5,000,000.00 2,500,000.00

The new shareholders assumed pro-rata the subscription payable to iRemit of iVantage Corporation
amounting to Fifty Million Pesos (P50,000,000.00)

On February 8, 2005, JTKC Equities, Inc. assigned all of its rights, interests and obligations in and to its
entire subscription consisting of Six Hundred Fifty Thousand (650,000) shares in the Company unto Deighton
Limited, a corporation organized and existing under the laws of Hong Kong.

On June 27, 2007, JTKC Equities bought back the Six Hundred Fifty Thousand (650,000) shares in the
Company from Deighton Limited.

On August 22, 2007, the Philippine SEC approved the application of the Company to increase its capital stock
from Two Hundred Million Pesos (P200,000,000.00) to One Billion Pesos (P1,000,000,000.00) and to reduce
the par value of each share of the Company from PhP100.00 to PhP1.00.

With the said approval by the Philippine SEC, the authorized capital stock of the Company is currently ONE
BILLION PESOS (P =1,000,000,000.00), Philippine Currency, which said capital stock is divided into ONE
BILLION (1,000,000,000) Common Shares with a par value of ONE PESO (P =1.00) each.

Shares subscribed and paid-up subsequent to the increase in the capital stock are as follows:

NUMBER OF
SUBSCRIBERS SHARES AMOUNT PAID UP
SUBSCRIBED

Star Equities Inc. ……………………………………………...... 158,418,225 P 158,418,225

Surewell Equities, Inc. …………………………………………. 119,100,000 119,100,000

JTKC Equities, Inc. …………………………………………..... 99,631,775 99,631,775

JPSA Global Services Co. ……………………………………... 19,850,000 19,850,000

TOTAL 397,000,000 P 397,000,000

91
The Company’s Board of Directors and Stockholders have also approved the amendment of the Articles of
Incorporation to deny pre-emptive rights. Upon approval by the Philippine SEC of said amendment, no
stockholder shall have a right to purchase or subscribe to any additional share of the capital stock of the
Company whether such shares of capital stock are now or hereafter authorized, whether or not such stock is
convertible into or exchangeable for any stock of the Company or of any other class, and whether out of the
number of shares authorized by the Articles of Incorporation of the Company as originally filed, or by any
amendment thereof, or out of shares of the capital stock of any class of the Company acquired by it after the
issue thereof; nor shall any holder of any such stock of any class, as such holder, have any right to purchase or
subscribe for any obligation which the Company may issue or sell that shall be convertible into, or
exchangeable for, any shares of the capital stock of any class of the Company or to which shall be attached or
appertain any warrant or warrants or any instrument or instruments that shall confer upon the owner of such
obligation, warrant or instrument the right to subscribe for, or to purchase from the Company, any shares of its
capital stock of any class.

Principal and Branch Offices

The principal office of the Company shall be established or located in Metropolitan Manila, Philippines. The
Company may also have a branch office or branch offices at such other place or places within or outside the
Philippines as the Board of Directors may from time to time determine as the business of the Company may
require.

Stockholders’ Meeting

All meetings of the stockholders shall be held at the principal office of the Company or at any place
designated by the Board of Directors in the city or municipality where the principal office of the Company is
located.

Stockholders may vote in all meetings either in person or by proxy given in writing and signed by the
stockholders concerned and presented to the Secretary at least seven (7) working days before the date of the
stockholders' meeting for verification and record purposes. Revocation of proxies shall also be in writing and
signed by the stockholders concerned and presented to the Secretary before the same deadline.

At a stockholder’s meeting, every stockholder shall be entitled to one (1) vote for each share of voting.

The annual meeting of the stockholders for the election of directors and for the transaction of such other
business as may come before the meeting shall be held in the month of July of each year.

The Board of Directors

Unless otherwise provided by law, the powers, business and property of the Company shall be exercised,
conducted and controlled by the Board of Directors.

The Board of Directors shall compose of eleven (11) members. The Directors shall be elected at the annual
stockholders meeting, and their term of office shall be one (1) year and until their successors shall have been
elected at the next annual stockholders meeting and have qualified in accordance with the By-Laws and under
pertinent laws and regulations of the Philippines.

92
The Officers

The officers of the Company shall consist of the Chairman of the Board, one or more Vice Chairmen,
President, one (1) or more Vice Presidents, Corporate Secretary, Treasurer and such other officers as may
from time to time be elected or appointed by the Board of Directors.

Fiscal Year and Dividends

The fiscal year of the Company shall commence with the opening of business on the first day of January of
each calendar year and shall close on the last day of December of the same calendar year.

Dividends shall be declared and paid out of the unrestricted retained earnings which shall be payable in cash,
property, or stock to all stockholders on the basis of outstanding stock held by them, as often and at such time
as the Board of Directors may determine and in accordance with law and applicable rules and regulations.
Any stock dividend declaration requires the approval of shareholders holding at least two-thirds of the
Company’s total outstanding capital stock.

Auditors

At the regular stockholders' meeting, the external auditor or auditors of the Company for the ensuing year
shall be appointed. The external auditor or auditors shall examine, verify and report on the earnings and
expenses of the Company and shall certify the remuneration of the external auditor or auditors as determined
by the Board of Directors.

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 REGULATORY FRAMEWORK

Securities and Exchange Commission

Under the Securities Regulation Code (the “SRC”), the SEC has jurisdiction and supervision over all
corporations, partnerships or associations who have been granted primary franchises and/or licenses or
permits issued by the Government. It is also responsible for regulating the securities market. The SEC is an
administrative government agency under the supervision of the Department of Finance of the Philippines.

The SEC is headed by a chairperson and four associate commissioners who are appointed by the President for
staggered terms of seven years. The SEC is responsible for the registration and regulation of securities
exchanges, the regulation of securities markets, the licensing of securities brokers and dealers, the
promulgation of rules and regulations on securities trading and the issuance of opinions and rulings pertaining
to the proper application of the Corporation Code, the Securities Regulation Code and certain other statutes.
The SRC provides that all securities which are to be offered or sold to the public in the Philippines must be
registered with the SEC (except for exempt securities and securities to be sold in certain exempt transactions).

As part of the SEC’s general reporting requirements, all corporations are required to file a General
Information Sheet (“GIS”) within 30 days from the date of the annual meeting as specified in the
corporation’s by-laws. The GIS contains information on names, nationalities and addresses of the current
stockholders, directors and officers of the corporation.

The SEC, as well as the Philippine Stock Exchange (“PSE”), also require all listed companies to submit,
among other things, a quarterly report within 45 days from the end of each of the first three quarters, an
annual report and financial statements within 105 days after the end of the fiscal year of the company and
disclosure of material events affecting the company immediately after they occur. The annual report details
the operations of the corporation for the preceding year and is required to include audited financial
statements.

The Board of Directors of the Corporation is required to present to stockholders at the yearly meeting the
annual report. Stockholders, however, are entitled to request copies of the most recent financial statements of
the corporation which include a balance sheet as of the end of the most recent tax year and a profit and loss
statement for that year. Stockholders are also entitled to inspect and examine the books and records that the
corporation is required by law to maintain.

Bangko Sentral ng Pilipinas (Anti-Money Laundering Council)

With the intention of preventing money laundering, the Anti-Money Laundering Act (Republic Act No. 9160
as amended by Republic Act No. 9194, and hereinafter referred to as “AMLA”) was passed in 2001.

The AMLA created as well the Anti-Money Laundering Council (AMLC) which is composed of the Governor
of the Bangko Sentral ng Pilipinas as Chairman, the Commissioner of the Insurance Commission and the
Chairman of the Securities and Exchange Commission as members. The AMLC discharges the functions
enumerated in the AMLA, which basically regulates the transfer of funds via the route of the covered
institutions. A “covered institution” refers to:

1. Banks, non-banks, quasi-banks, trust entities, and all other institutions and their subsidiaries and affiliates
supervised or regulated by the Bangko Sentral ng Pilipinas (BSP);

2. Insurance companies and all other institutions supervised or regulated by the Insurance Commission; and

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3. (i) securities dealers, brokers, salesmen, investment houses and other similar entities managing securities
or rendering services as investment agent, advisor, or consultant, (ii) mutual funds, closed-end investment
companies, common trust funds, pre-need companies and other similar entities, (iii) foreign exchange
corporations, money changers, money payment, remittance, and transfer companies and other similar
entities, and (iv) other entities administering or otherwise dealing in currency, commodities or financial
derivatives based thereon, valuable objects, cash substitutes and other similar monetary instruments or
property supervised or regulated by Securities and Exchange Commission.

As remittance agents are covered by the AMLA, BSP Circular No. 471 Series of 2005, for monitoring
purposes, required said agents to register with the BSP before they could operate as such.

The BSP requires all registered remittance agents to maintain accurate and meaningful originator information
on funds transferred/ remitted by requiring the sender/remitter to fill up and sign an application form, which
shall contain minimum data and information, such as, but not limited to, the printed name and signature of
remitter, permanent address, nationality, amount and currency to be remitted and source of foreign currency
for individuals. For corporate/juridical customers, in addition to a signed application containing the applicable
information for individual customers, a photocopy of the authority and identification of the person purporting
to act in behalf of the client shall be required.

A remittance agent is required to submit to the AMLC a report on covered transactions and suspicious
transactions within five (5) banking days from the date of said transaction or from date the remittance agent
gained information that the transaction was done for the purpose of laundering proceeds of criminal or other
illegal activities or from the time the remittance agent had reasonably suspected that said transactions were
entered into for the purpose of laundering proceeds of criminal and other illegal activities.

Covered transactions refer to transactions in cash or other equivalent monetary instrument involving a total
amount in excess of five hundred thousand pesos (P500,000.00) within one (1) banking day while suspicious
transactions are transactions, regardless of amount, where any of the following circumstances exists:

1. There is no underlying legal or trade obligation, purpose or economic justification;

2. The client is not properly identified;

3. The amount involved is not commensurate with the business or financial capacity of the client;

4. Taking into account all known circumstances, it may be perceived that the client’s transaction is
structured in order to avoid being the subject of reporting requirements under the Anti-Money
Laundering Act;

5. Any circumstance relating to the transaction which is observed to deviate from the profile of the client
and/or the client’s past transactions with the covered institution;

6. The transaction is in any way related to an unlawful activity or any money laundering activity or offense
under the Anti-Money Laundering Act that is about to be, is being or has been committed; or

7. Any transaction that is similar, analogous or identical to any of the foregoing.

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 PHILIPPINE FOREIGN INVESTMENT, EXCHANGE CONTROLS AND
FOREIGN OWNERSHIP

Under current Bangko Sentral ng Pilipinas (“BSP”) regulations, a foreign investment in listed Philippine
securities (such as the Common Shares) must be registered with the BSP if the foreign exchange needed to
service the repatriation of capital and the remittance of dividends, profits and earnings which accrue thereon
will be sourced from the banking system. The application for registration must be filed by a
stockbroker/dealer or an underwriter directly with the BSP or with a custodian bank designated by the
investor. A custodian bank may be any commercial bank or offshore banking unit in the Philippines appointed
by the investor to register the investment, hold shares for the investor, and represent the investor in all
necessary actions in connection with his investments in the Philippines. Applications for registration must be
accompanied by: (i) a purchase invoice, or subscription agreement and/or proof of listing in the PSE; and (ii)
a credit advice or bank certification showing the amount of foreign currency inwardly remitted. Upon
submission of the required documents, a Bangko Sentral Registration Document (“BSRD”) will be issued.

Proceeds of divestments, or dividends of registered investments are repatriable or remittable immediately in

full through the Philippine commercial banking system, net of applicable tax, without need of BSP approval.
Remittance is allowed upon presentation of the BSRD, at the exchange rate applicable on the date of actual
remittance. Pending repatriation or reinvestment, divestment proceeds, as well as dividends of registered
investments, may be lodged temporarily in interest-bearing deposit accounts. Interest earned thereon, net of
taxes, is also remittable in full. Remittance of divestment proceeds of dividends of registered investments
may be reinvested in the Philippines if the investments are registered with the BSP.

The foregoing is subject to the power of the BSP, with the approval of the President of the Philippines, to
restrict the availability of foreign exchange during an exchange crisis, when an exchange crisis is imminent or
in times of national emergency.

The registration with the BSP of all foreign investments in the Offer Shares shall be the responsibility of the
foreign investor.

Under Philippine law, there are no foreign ownership restrictions for the type of business in which the
Company is engaged in. Neither does the Company own land in the Philippines which is restricted to
Philippine Nationals. Specifically, under Philippine law, only Philippine Nationals are permitted to own land in
the Philippines. The term “Philippine National” as defined under Republic Act. No. 7042, as amended, shall
mean a citizen of the Philippines; or a domestic partnership or association wholly owned by citizens of the
Philippines; or a corporation organized under the laws of the Philippines of which at least sixty percent (60%)
of the capital stock outstanding and entitled to vote is owned and held by citizens of the Philippines; or a
corporation organized abroad and registered as doing business in the Philippines under the Corporation Code
of which one hundred percent (100%) of the capital stock outstanding and entitled to vote is wholly owned by
Filipinos or a trustee of funds for pension or other employee retirement or separation benefits, where the
trustee is a Philippine national and at least sixty percent (60%) of the fund will accrue to the benefit of
Philippine nationals.

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 TAXATION

The following is a general description of certain Philippine tax aspects of the investment in the Company.
This discussion is based upon laws, rules and regulations, rulings, income tax conventions (treaties),
administrative practices, and judicial decisions in effect at the date of this Prospectus. Subsequent legislative,
judicial, or administrative changes or interpretations, which may be retroactive in nature, could affect tax
consequences to the prospective investor.

The tax treatment of a prospective investor may vary depending on such investor’s particular situation and
certain investors may be subject to special rules not discussed below. This summary does not purport to
address all tax aspects that may be applicable to an investor.

This general description does not purport to be a comprehensive description of the Philippine tax aspects of
the investment in shares and no information is provided regarding the tax aspects of acquiring, owning,
holding, or disposing of the shares under applicable tax laws of other pertinent jurisdictions and the specific
Philippine tax consequence in light of particular situations of acquiring, owning, holding, and disposing of
the shares in such other jurisdictions.

EACH PROSPECTIVE HOLDER SHOULD CONSULT WITH HIS/HER OWN TAX ADVISER AS
TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF PURCHASING, OWNING
AND DISPOSING OF THE OFFER SHARES, INCLUDING THE APPLICABILITY AND EFFECT
OF ANY STATE, LOCAL AND NATIONAL TAX LAWS.

The terms “resident alien,” “non-resident citizen,” “non-resident alien,” “resident foreign corporation,” and
“non-resident foreign corporation” are used in the same manner as in the Tax Code.

A “resident alien” is an individual whose residence is within the Philippines and who is not a citizen thereof.

A “non-resident citizen” is a citizen of the Philippines who: (a) established to the satisfaction of the
Commissioner of Internal Revenue the fact of his/her physical presence abroad with a definite intention to
reside therein; (b) leaves the Philippines during the taxable year to reside abroad, either as an immigrant or for
employment on a permanent basis; or (c) works and derives income from abroad and whose employment
thereat requires him to be physically present abroad most of the time during the taxable year. A citizen of the
Philippines who has been previously considered as a non-resident citizen and who arrives in the Philippines at
any time during the taxable year to reside permanently in the Philippines shall be treated as a non-resident
citizen for the taxable year in which he/she arrives in the Philippines with respect to his/her income derived
from sources abroad until the date of his/her arrival in the Philippines.

A “non-resident alien” is an individual whose residence is not within the Philippines and who is not a citizen
thereof. A “non-resident alien” may either be engaged or not engaged in trade or business in the Philippines.
A “non-resident alien” who stays in the Philippines for an aggregate period of more than 180 days during any
calendar year is deemed a “non-resident alien doing business in the Philippines.”

A “resident foreign corporation” refers to a foreign corporation engaged in trade or business in the
Philippines, while a “non-resident foreign corporation” refers to a foreign corporation not engaged in trade or
business in the Philippines.

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A resident citizen is taxed on income from all sources (other than certain passive income and capital gains) at
progressive rates ranging from 5.00% to 32.00% of net taxable income. A non-resident alien engaged in trade
or business in the Philippines is generally subject to tax on net income from Philippine sources (other than
certain passive income and capital gains) at the same progressive tax rates imposed on resident aliens and
citizens.

A non-resident alien not engaged in trade or business in the Philippines is taxed on gross income from
Philippine sources (other than certain passive income and capital gains) at the rate of 25.00% withheld at
source.

Corporate Income Tax

A domestic corporation is subject to a tax of 35.00% (currently scheduled to be reduced to 30.00% beginning
in 2009) of its taxable income (gross income less allowable deductions) from all sources within and outside
the Philippines except those items of income that are subject to final withholding tax, such as: (a) gross
interest income from Philippine currency bank deposits and yield or any other monetary benefit from deposit
substitutes, trust funds, and similar arrangements as well as royalties from sources within the Philippines that
are generally taxed at the lower final withholding tax rate of 20.00% of the gross amount of such income; and
(b) interest income from a depository bank under the expanded foreign currency deposit system that is subject
to a final tax at the rate of 7.50% of such income

A resident foreign corporation (except certain types of corporations enumerated in the Tax Code) is subject to
a tax of 35.00% (currently scheduled to be reduced to 30.00% beginning in 2009) of its taxable income (gross
income less allowable deductions) from all sources within the Philippines except those items of income that
are subject to final withholding tax, such as: (a) gross interest income from Philippine currency bank deposits
and yield or any other monetary benefit from deposit substitutes, trust funds, and similar arrangements as well
as royalties from sources within the Philippines that are generally taxed at the lower final withholding tax rate
of 20.00% of the gross amount of such income; and (b) interest income from a depository bank under the
expanded foreign currency deposit system that is subject to a final tax at the rate of 7.50% of such income.

A minimum corporate income tax of 2.00% of the gross income as of the end of the taxable year is imposed
on a domestic corporation, as well as on a resident foreign corporation (other than an international carrier, an
offshore banking unit, or a regional or area headquarters or regional operating headquarters of a multinational
company), beginning on the fourth taxable year immediately following the year in which such corporation
commenced its business operations, when the minimum corporate income tax is greater than the regular
income tax for the taxable year. Any excess of the minimum corporate income tax over the ordinary
corporate income tax shall be carried forward and credited against the latter for the three (3) immediately
succeeding taxable years. Further, subject to certain conditions, the minimum corporate income tax may be
suspended with respect to a corporation that suffers from losses on account of a prolonged labor dispute, or
because of force majeure, or because of legitimate business reverses.

The President of the Philippines may, upon the recommendation of the Secretary of Finance and upon
occurrence of certain macroeconomic conditions, allow domestic and resident foreign corporations the option
to be taxed on a gross basis at the rate of 15.00%.

A final withholding tax of 35.00% is imposed, as a general rule, upon the gross income received during each
taxable year of a non-resident foreign corporation from all sources within the Philippines.

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Tax on Dividends

Cash and property dividends received from a domestic corporation by individual stockholders who are either
citizens or residents of the Philippines are subject to final withholding tax at the rate of 10.00%. Cash and
property dividends received by non-resident alien individuals engaged in trade or business in the Philippines
are subject to a 20.00% final withholding tax on the gross amount thereof, while cash and property dividends
received by non-resident alien individuals not engaged in trade or business in the Philippines are generally
subject to final withholding tax at the rate of 25.00% of the gross amount subject, however, to the applicable
preferential tax rates under tax treaties executed between the Philippines and the country of residence or
domicile of such non-resident foreign individuals. A non-resident alien who comes to the Philippines and
stays in the country for an aggregate period of more than 180 days during any calendar year will be deemed a
non-resident alien engaged in business in the Philippines.

Cash and property dividends received from a domestic corporation by another domestic corporation or by
resident foreign corporations are not subject to tax while those received by non-resident foreign corporations
(i.e. foreign corporations not engaged in trade or business in the Philippines) are subject to final withholding
tax at the rate of 35.00% until end-2008 (with a reduced final withholding tax at the rate of 30.00% from 2009
onwards).

The 35.00% rate for dividends paid to a non-resident foreign corporation may be reduced if the country of
residence of such foreign corporation has an existing tax treaty with the Philippines and such treaty provides
for a preferential tax rate. The 35.00% rate may also be reduced to 15.00% if the country in which the non-
resident foreign corporation is domiciled imposes no tax on foreign-sourced dividends or allows a credit
against the tax due from the non-resident foreign corporation, for taxes deemed to have been paid in the
Philippines equivalent to 20.00%. Effective on January 1, 2009, the credit against the tax due shall be
15.00%.

Stock dividends distributed pro-rata to any holder of shares of stock are not subject to Philippine income tax.

Philippine tax authorities have prescribed, through an administrative issuance, certain procedures for
availment of tax treaty relief. Subject to the approval by the BIR of the Company’s application for tax treaty
relief, the Company shall withhold taxes at a reduced rate on dividends to be paid to a non-resident holder, if
such non-resident holder provides the Company with proof of residence and if applicable, individual or
corporate status. Proof of residence for an individual consists of certification from his/her embassy,
consulate, or other equivalent certification issued by the proper government authority, or any other official
document proving tax residence. If the regular tax rate is withheld by the Company instead of the reduced
rates applicable under the treaty, the non-resident holder of the shares may file a claim from refund from the
BIR. However, because the refund process in the Philippines requires the filing of an administrative claim
and the submission of supporting information, and may also involve the filing of a judicial appeal if the claim
is denied by the BIR. , The filing of a claim for refund may therefore prove to be impractical.

Sale, Exchange, or Disposition of Shares

Taxes on Capital Gains

Net capital gains realized by a resident or non-resident other than a dealer in securities during each taxable
year from the sale, exchange, or disposition of shares outside the facilities of the PSE, unless an applicable
treaty exempts such gains from tax or provides for preferential rates, are generally subject to tax as follows:

99
 Gains not exceeding PHP 100,000.00 Five percent (5.00%)

Gains over PHP100, 000.00 Ten percent (10.00%)

Taxes on Transfer of Shares Listed and Traded through the PSE

A sale or other disposition of shares of stock listed and traded through the facilities of the Exchange by a
resident or a non-resident holder, other than a dealer in securities, is generally subject to a stock transaction
tax at the rate of one-half of one percent (1/2 of 1.00%) of the gross selling price or gross value in money of
the shares of stock sold or otherwise disposed, unless an applicable treaty exempts such sale from said tax.
The tax is borne by the seller or transferor. The broker who effected the sale shall collect the tax from the
seller and remit the same to the BIR. Gains on any such sale or disposition are not subject to income tax.

In addition, a VAT of 12.00% is imposed on the commission earned by the PSE registered broker, which is
generally passed on to the client.

Documentary Stamp Tax

The original issue of shares of stock is subject to documentary stamp tax of PHP 1.00 for each PHP 200.00
par value or a fraction thereof, of the shares of stock issued. On the other hand, the sale, transfer, or other
disposition of shares of stock (including the re-issuance of previously redeemed shares of stock) is subject to
a documentary stamp tax of PHP 0.75 for each PHP 200.00 par value or a fractional part thereof of the shares
sold, transferred, or otherwise disposed of.

However, for a period of five (5) years from March 20, 2004, the sale, barter, or exchange of stocks listed and
traded at the Philippine Stock Exchange shall be exempt from documentary stamp tax.

In addition, the borrowing and lending of securities that will be executed under the Securities Borrowing and
Lending Program to be implemented by a registered exchange, or which are in accordance with regulations
prescribed by the appropriate regulatory authority, will likewise be exempt from documentary stamp tax.
However, the securities borrowing and lending agreement should be duly covered by a master securities
borrowing and lending agreement acceptable to the appropriate regulatory authority, and should be duly
registered and approved by the BIR. Otherwise, such agreement would be subject to the documentary stamp
tax on debt instruments at the rate of PHP 1.00 on each PHP 200.00 or the fractional part thereof of the issue
price of such debt instrument.

Estate and Gift Taxes

Shares issued by a corporation organized under Philippine laws are deemed to have a Philippine situs, and any
transfer thereof by way of succession or donation even if made by a non-resident decedent or donor outside
the Philippines, is subject to Philippine estate or donor’s tax.

Subject to certain exceptions, the transfer of shares upon the death of an individual holder to his/her heirs by
way of succession, whether such holder was a citizen of the Philippines or an alien, regardless of residence,
will be subject to Philippine taxes at progressive rates ranging from 5.00% to 20.00%, if the net estate is over
PHP 200,000.00. On the other hand, individual and corporate holders, whether or not citizens or residents of
the Philippines, who transfer shares by way of gift or donation will be liable to Philippine donor’s tax on such
transfers at progressive rates ranging from 2.00% to 15.00% of the net gifts during the year exceeding PHP
100,000.00. The rate of tax with respect to net gifts made to a stranger (i.e. one who is not a brother, sister,

100
spouse, ancestor, lineal descendant or relative by consanguinity within the fourth degree of relationship) is a
flat rate of thirty percent (30.00%) of the net gifts.

Estate and donor’s taxes, however, shall not be collected in respect of intangible personal property, such as
shares of stock: (a) if the decedent at the time of his/her death or the donor at the time of the donation was a
citizen and resident of a foreign country which at the time of his/her death or donation did not impose a
transfer tax of any character, in respect of intangible personal property of citizens of the Philippines not
residing in that foreign country; or (b) if the laws of the foreign country of which the decedent or donor was a
citizen and resident at the time of his/her death or donation allows a similar exemption from transfer or death
taxes of every character or description in respect of intangible personal property owned by citizens of the
Philippines not residing in that foreign country.

Taxation outside the Philippines

Shares of stock in a domestic corporation are considered under Philippine law as situated in the Philippines
and any gain derived from their sale is entirely from Philippine sources; hence, such gain is generally subject
to Philippine income tax and the transfer of such shares by gift (donation), or succession, is generally subject
to the donor’s or estate taxes as above stated.

The tax treatment of a non-resident holder of shares of stock in jurisdictions outside the Philippines may vary
depending on the tax laws applicable to such holder by reason of domicile or business activities and such
holder’s particular situation. This Prospectus does not fully discuss the tax consideration on non-resident
holders of shares of stock under laws other than those of the Philippines.

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 PHILIPPINE STOCK MARKET

The information presented in this section has been extracted from publicly available documents which have
not been prepared or independently verified by the Company or the Sole Issue Manager or any of their
respective affiliates or advisors in connection with sale of the Offer Shares.

Brief History

The Philippines initially had two stock exchanges, the Manila Stock Exchange, which was organized in 1927,
and the Makati Stock Exchange, which began operations in 1963. Each exchange was self-regulating,
governed by its respective Board of Directors elected annually by its members.

Several steps initiated by the Government have resulted in the unification of the two bourses into the PSE.
The PSE was incorporated in 1992 by officers of both the Makati and the Manila Stock Exchanges. In March
1994, the licenses of the two exchanges were revoked. While the PSE maintains two trading floors, one in
Makati City and the other in Pasig City, these floors are linked by an automated trading system which
integrates all bid and ask quotations from the bourses.

In June 1998, the Philippine SEC granted the PSE a Self-Regulatory Organization (‘‘SRO’’) status, allowing
it to impose rules as well as implement penalties on erring trading participants and listed companies. On
August 8, 2001, PSE completed its demutualization, converting from a non-stock member-governed
institution into a stock corporation in compliance with the requirements of the SRC. The PSE has an
authorized capital stock of 36.8 million, of which 15.3 million is subscribed and fully paid-up. Each of the
184 member-brokers was granted 50,000 shares of the new PSE at a par value of P1.00 per share. In addition,
a trading right evidenced by a ‘‘Trading Participant Certificate’’ was immediately conferred on each Trading
Participant allowing the use of the PSE’s trading facilities. As a result of the demutualization, the composition
of the PSE Board of Directors was changed, requiring the inclusion of seven brokers and eight non-brokers,
one of whom is the President. On December 15, 2003, the PSE listed its shares by way of introduction at its
own bourse as part of a series of reforms aimed at strengthening the Philippine securities industry.

A listing committee comprised of representatives elected by the board of directors of the PSE deliberates on
all applications for listing and, if the listing application is endorsed by the committee, forwards the application
to the PSE board of directors for approval.

Classified into financial, industrial, holding firms, property, services, mining and oil sectors, companies are
listed either on the Exchange’s First Board, Second Board or the newly created Small and Medium
Enterprises Board. Each index represents the numerical average of the prices of component stocks. The PSE
has an index, referred to as the PHISIX, which as at the date hereof reflects the price movements of 34
selected stocks listed on the PSE, based on traded prices of stocks from the various sectors. The PSE shifted
from full market capitalization to free float market capitalization effective April 3, 2006 simultaneous with the
migration to the free float index and the naming of the PHISIX to PSEI. The new PSEI includes 30 selected
stocks listed on the PSE.

With the increasing calls for good corporate governance, PSE has adopted an online daily disclosure system
to improve the transparency of listed companies and to protect the investing public.

The table below sets forth movements in the composite index from 1995 to 2005, and shows the number of
listed companies, market capitalization, and value of shares traded for the same period:

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Selected Stock Exchange Data

Composite Number of Aggregate Combined

Index at Listed Market Value of
Closing Companies Capitalization Turnover

Year (in billions) (in billions)

1995 ……………………… 2,594.2 205 1,545.7 379.0

1996 ……………………… 3,170.6 216 2,121.1 668.9

1997 ……………………… 1,869.2 221 1,261.3 588.0

1998 ……………………… 1,968.8 221 1,373.7 408.7

1999 ……………………… 2,142.9 226 1,938.6 713.9

2000 ……………………… 1,494.5 230 2,577.6 357.6

2001 ……………………… 1,168.1 232 2,142.6 159.5

2002 ……………………… 1,018.4 234 2,083.2 159.7

2003 ……………………… 1,442.4 236 2,973.8 145.4

2004 ……………………… 1,822.8 236 4,766.2 206.6

2005 ……………………… 2,096.0 237 5,948.4 383.5

2006 ……………………… 2,982.5 240 7,172.8 572.6

Source: Philippine Stock Exchange, Inc.

Trading

The PSE is a double auction market. Buyers and sellers are each represented by stock brokers. To trade, bids
or ask prices are posted on the PSE’s electronic trading system. A buy (or sell) order that matches the lowest
asked (or highest bid) price is automatically executed. Buy and sell orders received by one broker at the same
price are crossed at the PSE at the indicated price. For Small-Denominated Treasury Bonds, settlement is on
the day the trade was made.

Trading on the PSE starts at 9: 30 am and ends at 12: 00 pm with a 10-minute extension during which
transactions may be conducted, provided that they are executed at the last traded price and are only for the
purpose of completing unfinished orders. Trading days are Monday to Friday, except legal and special
holidays.

Minimum trading lots range from 10 to 5,000,000 shares depending on the price range and nature of the
security traded. Odd-sized lots are traded by brokers on a board specifically designed for odd-lot trading.

To maintain stability in the stock market, daily price swings are monitored and regulated. Under current PSE
regulations, when the price of a listed security moves up by 50.0% or down by 40.0% in one day (based on
the previous closing price or last posted bid price, whichever is higher), the price of that security is
automatically frozen by the PSE, unless there is an official statement from the relevant company or a

103
government agency justifying such price fluctuation, in which case the affected security can still be traded but
only at the frozen price. If the issuer fails to submit such explanation, a trading halt is imposed by the PSE on
such company’s shares the following trading day. Resumption of trading shall be allowed only when the
disclosure of the issuer is disseminated, subject again to the trading band.

Settlement

The Securities Clearing Corporation of the Philippines (SCCP) is a wholly-owned subsidiary of the Philippine
Stock Exchange, Inc., and was organized primarily as a clearance and settlement agency for SCCP-eligible
trades executed through the facilities of the PSE. It is responsible for (a) synchronizing the settlement of
funds and the transfer of securities through Delivery versus Payment (DVP) clearing and settlement of
transactions of Clearing Members, who are also Trading Participants of the Exchange; (b) guaranteeing the
settlement of trades in the event of a Trading Participant’s default through the implementation of its Fails
Management System and administration of the Clearing and Trade Guaranty Fund (CTGF), and; (c)
performance of Risk Management and Monitoring to ensure final and irrevocable settlement.

The SCCP settles PSE trades on a three-day rolling settlement basis, meaning that the settlement of trades
takes place within three days after the date of the transaction. The deadline for settlement of trades is 12:00
p.m. of the third day after the transaction date. Securities sold should be in scripless form and lodged under
the PDTC’s book entry system. Each Trading Participant maintains a cash settlement account with one of the
two SCCP settlement banks, Banco de Oro—EPCI, Inc. or Rizal Commercial Banking Corporation. Payment
for securities should be final and irrevocable, using good, cleared funds. Presently, settlement occurs on a
broker level.

The SCCP implemented its new Central Clearing and Central Settlement system (“CCCS”) on May 29, 2006.
The CCCS employs multilateral netting, whereby it automatically offsets “buy” and “sell” transactions on a
per issue and a per flag basis to arrive at a net receipt or a net delivery security position for each Clearing
Member. When novation of the original PSE trade contract occurs, the SCCP the central counterparty to each
PSE-eligible trade cleared through it, ensuring delivery of shares and payments to all parties to the
transaction.

Scripless Trading

In 1995, the Philippine Depository & Trust Corporation (formerly the Philippine Central Depository, Inc.),
was organized to establish a central depository in the Philippines and introduce scripless or book-entry trading
in the Philippines. On December 16, 1996, the PDTC was granted a provisional license by the Philippine SEC
to act as a central securities depository.

All listed securities at the PSE have been converted into book-entry settlement in the PDTC. The depository
service of the PDTC provides the infrastructure for lodgment (deposit) and upliftment (withdrawal) of
securities, pledge of securities, securities lending and borrowing and corporate actions including shareholders’
meetings, dividend declarations and rights offerings. The PDTC also provides depository and settlement
services for non-PSE trades of listed equity securities. For transactions on the PSE, the security element of
the trade will be settled through the book-entry system, while the cash element will be settled through the
current settlement banks, Rizal Commercial Banking Corporation and Banco de Oro – EPCI, Inc..

In order to benefit from the book-entry system, securities must be immobilized into the PDTC system through
a process called lodgment. Lodgment is the process by which shareholders transfer legal title (but not

104
beneficial title) over their shares of stock in favor of PCD Nominee Corporation (‘‘PCD Nominee’’), a
corporation wholly owned by the PDTC whose sole purpose is to act as nominee and legal title holder of all
shares of stock lodged into the PDTC. ‘‘Immobilization’’ is the process by which the warrant or share
certificates of lodging holders are canceled by the transfer agent and a new warrant or stock certificate
covering all the warrants or shares lodged (‘‘Jumbo Certificate’’) is issued in the name of PCD Nominee. This
trust arrangement between the participants and PDTC through PCD Nominee is established by and explained
in the PDTC Rules and Operating Procedures approved by the Philippine SEC. No consideration is paid for
the transfer of legal title to PCD Nominee. Once lodged, transfers of beneficial title of the securities are
accomplished via book-entry settlement.

Under the current the PDTC system, only participants (e.g. brokers and custodians) will be recognized by the
PDTC as the beneficial owners of the lodged equity securities. Thus, each beneficial owner of shares through
his participant, will be the beneficial owner to the extent of the number of shares held by such participant in
the records of the PCD Nominee. All lodgments, trades and uplifts on these shares will have to be coursed
through a participant. Ownership and transfers of beneficial interests in the shares will be reflected, with
respect to the participant’s aggregate holdings, in the PDTC system, and with respect to each beneficial
owner’s holdings, in the records of the participants. Beneficial owners are thus advised that in order to
exercise their rights as beneficial owners of the lodged shares, they must rely on their participant-brokers
and/or participant-custodians. Any beneficial owner of shares who wishes to trade his interests in the shares
must course the trade through a participant. The participant can execute PSE trades and non-PSE trades of
lodged equity securities through the PDTC system. All matched transactions in the PSE trading system will be
fed through the SCCP, and into the PDTC system. Once it is determined on the settlement date (trading date
plus three trading days) that there are adequate clear funds in the settlement bank account of the participant-
seller and adequate cash or an appropriate bank limit in the system cash account of the participant-buyer, the
PSE trades are automatically settled in the SCCP Central Clearing and Settlement System (‘‘CCSS’’), in
accordance with the SCCP and PDTC Rules and Operating Procedures. Once settled, the beneficial ownership
of the securities is transferred from the participant-seller to the participant-buyer without the physical transfer
of stock certificates covering the traded securities.

If a stockholder wishes to withdraw his stockholdings from the PDTC System, the PDTC has a procedure of
upliftment under which PCD Nominee will transfer back to the stockholder the legal title to the shares lodged
by surrendering the jumbo certificate of PCD Nominee to a transfer agent which then issues a new stock
certificate in the name of the shareholder and a new jumbo certificate of PCD Nominee for the balance of the
lodged shares. The expenses for upliftment are for the account of the uplifting shareholder.

The difference between the depositary and the registry would be on the recording of ownership of the shares
in the issuing corporations’ books. In the depository set-up, shares are simply immobilized, wherein
customers’ certificates are cancelled and a new jumbo certificate is issued in the name of PCD Nominee Corp.
Transfers among/between broker and/or custodian accounts, as the case may be, will only be made within the
book-entry system of PDTC. However, as far as the issuing corporation is concerned, the underlying
certificates are in the nominee’s name. In the registry set-up, settlement and recording of ownership of traded
securities will already be directly made in the corresponding issuing company’s transfer agents’ books or
system. Likewise, recording will already be at the beneficiary level (whether it be a client or a registered
custodian holding securities for its clients), thereby removing from the broker its current ‘‘de facto’’
custodianship role.

105
 INTERESTS OF NAMED EXPERT AND COUNSEL

There are no named experts and independent counsel whose interest exceeds P500,000.

106
 LEGAL MATTERS

Legal Opinion

Legal matters in connection with the Registration Statement are passed upon by Tan Venturanza Valdez with
office address at 2704 East Tower, Philippine Stock Exchange Center, Exchange Road, Ortigas Center, Pasig
City.

Material Documents

Copies of the following documents may be inspected during business hours on any business day at the
Company’s principal office:

• Articles of Incorporation and By-laws of the Company with SEC Certificate of Registration;

• The Registration Statement and its supporting documents.

107
 PRINCIPAL ACCOUNTING SERVICES AND FEES

The Board of Directors is responsible for the appointment of external auditors and the review of the
performance of the external auditors. In appointing its external auditors, the Company considers the technical
competence, training, experience and professional reputation of the audit firm’s partners and staff, its capacity
to perform the requirements of audit engagement, its correspondent and other professional relationship with
reputable firms in other jurisdictions, and the general reputation of the firm for integrity and efficiency.

SGV & Co. has acted as the Company’s external auditors since 2002. Aris C. Malantic is the current audit
partner for the Company and has served as such since 2005. The Company has not have any disagreements
on accounting and financial disclosures with its current external auditors as of December 31, 2004, 2005,
2006 and for each of the three years ended and as of June 30, 2007 and for the six months ended. SGV &
Co. has neither shareholdings in the Company nor any right, whether legally enforceable or not, to nominate
persons or to subscribe for the securities in the Company. SGV & Co. will not receive any direct or indirect
interest in the Company or in any securities thereof (including options, warrants or rights thereto) pursuant to
or in connection with the Offer. The foregoing is in accordance with the Code of Ethics for Professional
Accountants in the Philippines set by the Board of Accountancy and approved by the Professional Regulation
Commission.

The following table sets out the aggregate fees billed for each of the years ended December 31, 2005 and
2006 for professional services rendered by SGV & Co. for the audit of the Company’s annual financial
statements and services provided in connection with statutory and regulatory filings or engagements
(excluding out-of-pocket expenses and fees directly related to the Offer).

2005 2006

Audit Fees…………………………………………. =
P175,000 =175,000
P

Other Fees…………………………………………. – 15,000

Total Fees………………………………………….. =
P175,000 =190,000
P

Same as disclosed in this Prospectus, no other services were rendered and no other fees were billed by the
Company’s external auditors for each of the years ended December 31, 2005 and 2006.

The Board of Directors and the stockholders approve the Audit Committee’s recommendation for the
appointment of the external auditors. It is the Executive Committee which approves the audit fees as
recommended by the Management Committee.

108
 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The financial statements of the Company as of and for the years ended December 31, 2004, 2005 and 2006
and as of and for the six months ended June 30, 2007 included in this Prospectus have been audited by SGV
& Co., independent auditors, as stated in their reports appearing herein.

109
 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORTS

Consolidated and Parent Company Financial Statements June 30, 2007 and December 31, 2006

Independent Auditors’ Report

Balance Sheets

Statements of Income

Statements of Changes in Equity

Statements of Cash Flows

Notes to Financial Statements

Consolidated and Parent Company Financial Statements December 21, 2006 and December 31, 2005

Independent Auditors’ Report

Balance Sheets

Statements of Income

Statements of Changes in Equity

Statements of Cash Flows

Notes to Financial Statements

Consolidated and Parent Company Financial Statements December 21, 2005 and December 31, 2004

Independent Auditors’ Report

Balance Sheets

Statements of Income

Statements of Changes in Equity

Statements of Cash Flows

Notes to Financial Statements

110
 ASSURANCE AND ADVISORY
BUSINESS SERVICES

I-REMIT, INC. AND SUBSIDIARIES

Consolidated and Parent Company Financial Statements

June 30, 2007 and December 31, 2006

and

Independent Auditors’ Report

SGV & CO
A MEMBER PRACTICE OF ERNST & YOUNG GLOBAL

Quality In Everything We Do

SYCIP GORRES VELAYO & CO.

*SGVMC110092*
SGV & CO SyCip Gorres Velayo & Co.
6760 Ayala Avenue
1226 Makati City
Philippines
Phone: (632) 891-0307
Fax: (632) 819-0872
www.sgv.com.ph
BOA/PRC Reg. No. 0001
SEC Accreditation No. 0012-FR-1

INDEPENDENT AUDITORS’ REPORT

The Stockholders and the Board of Directors

I-Remit, Inc.

We have audited the accompanying consolidated balance sheets of I-Remit, Inc. and Subsidiaries (the
Group) and the parent company balance sheets of I-Remit, Inc. (the Parent Company) as at June 30,
2007 and December 31, 2006, and the related consolidated and parent company statements of income,
consolidated and parent company statements of changes in equity and consolidated and parent
company statements of cash flows for the six months ended June 30, 2007 and for the year ended
December 31, 2006, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Philippine Financial Reporting Standards. This responsibility includes: designing,
implementing and maintaining internal control relevant to the preparation and fair presentation of
financial statements that are free from material misstatement, whether due to fraud or error; selecting
and applying appropriate accounting policies; and making accounting estimates that are reasonable in
the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with Philippine Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity's internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.

SGV & Co is a member practice of Ernst & Young Global

*SGVMC110092*
 -2-

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Group and of the Parent Company as at June 30, 2007 and December 31, 2006, and their financial
performance and their cash flows for six months ended June 30, 2007 and for the year ended
December 31, 2006 in accordance with Philippine Financial Reporting Standards.

SYCIP GORRES VELAYO & CO.

Aris C. Malantic
Partner
CPA Certificate No. 90190
SEC Accreditation No. 0326-A
Tax Identification No. 152-884-691
PTR No. 0267364, January 2, 2007, Makati City

August 7, 2007

*SGVMC110092*
I-REMIT, INC.
BALANCE SHEETS

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006

ASSETS

Current Assets
Cash on hand and in banks (Note 6) P
=633,279,146 =360,253,279
P P
=482,046,822 =291,708,021
P
Receivables (Note 7) 339,280,100 340,981,899 461,578,699 398,972,347
Other current assets (Note 8) 23,262,755 12,098,598 20,812,078 11,685,742
Total Current Assets 995,822,001 713,333,776 964,437,599 702,366,110

Noncurrent Assets
Investments in subsidiaries and associates
(Note 9) 20,192,954 – 155,066,280 35,540,754
Property and equipment - net (Note 10) 18,166,041 12,185,182 11,767,605 7,357,468
Goodwill (Note 11) 105,855,876 4,983,052 – –
Other noncurrent assets (Note 12) 19,090,376 14,690,483 13,244,428 13,259,164
Total Noncurrent Assets 163,305,247 31,858,717 180,078,313 56,157,386
P
=1,159,127,248 =745,192,493
P P
=1,144,515,912 =758,523,496
P

LIABILITIES AND EQUITY

Current Liabilities
Beneficiaries and other payables (Note 13) P
=320,407,662 P56,915,129
= P
=297,154,551 P56,530,638
=
Interest-bearing loans (Notes 14 and 20) 312,394,620 495,815,889 310,000,000 493,500,000
Total Current Liabilities 632,802,282 552,731,018 607,154,551 550,030,638

Noncurrent Liability
Retirement liability (Note 18) 4,282,406 2,352,561 4,282,406 2,352,561

Equity Attributable to Equity Holders of

Parent
Capital stock (Note 15) 50,000,000 50,000,000 50,000,000 50,000,000
Additional paid-in capital 60,000,000 60,000,000 60,000,000 60,000,000
Deposits on future stock subscriptions
(Note 15) 347,000,000 53,000,000 347,000,000 53,000,000
Retained earnings 64,306,234 24,418,276 76,078,955 43,140,297
Cumulative translation adjustment 736,326 (540,481) – –
522,042,560 186,877,795 533,078,955 206,140,297

Minority interest – 3,231,119 – –

Total Equity 522,042,560 190,108,914 533,078,955 206,140,297
P
=1,159,127,248 =745,192,493
P P
=1,144,515,912 =758,523,496
P

See accompanying Notes to Financial Statements.

*SGVMC110092*
I-REMIT, INC.
STATEMENTS OF INCOME

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006

REVENUE
Delivery fees (Note 20) P
=142,910,483 =233,069,634
P P
=94,458,179 =158,532,479
P
Foreign exchange gains - net 83,788,592 125,247,202 80,405,593 118,439,894
Other fees 118,691 462,448 118,691 462,448
226,817,766 358,779,284 174,982,463 277,434,821

COSTS OF SERVICES
Delivery charges (Note 20) 36,469,021 68,114,594 22,413,687 45,693,541
Bank charges 35,531,369 57,095,938 34,590,528 55,489,345
72,000,390 125,210,532 57,004,215 101,182,886

GROSS INCOME 154,817,376 233,568,752 117,978,248 176,251,935

OPERATING EXPENSES
Salaries, wages and employee benefits
(Notes 18 and 20) 54,539,543 79,519,764 36,788,032 49,258,526
Rental (Note 19) 9,054,149 17,868,977 3,554,359 6,344,151
Marketing 7,819,958 15,284,476 6,759,608 12,539,108
Supplies 5,532,256 7,839,875 4,316,943 5,030,243
Communication, light and water 5,513,871 9,122,963 4,579,104 7,381,658
Professional fees 4,652,162 11,415,492 3,503,964 9,800,638
Depreciation and amortization (Notes 10
and 12) 3,493,232 6,892,014 2,736,636 4,929,781
Entertainment, amusement and recreation 3,244,305 4,689,787 3,022,909 4,204,445
Transportation and travel 2,221,027 7,204,722 1,786,384 5,051,087
Bad debts 10,105 3,489,202 10,105 3,489,202
Other operating expenses (Note 16) 4,105,451 7,922,891 2,801,887 4,087,641
Other charges - net (Note 17) 11,165,662 19,766,351 15,179,659 21,447,080
111,351,721 191,016,514 85,039,590 133,563,560

INCOME BEFORE TAX 43,465,655 42,552,238 32,938,658 42,688,375

PROVISION FOR INCOME TAX

(Notes 21 and 22) – 66,098 – –

NET INCOME P
=43,465,655 =42,486,140
P P
=32,938,658 =42,688,375
P

ATTRIBUTABLE TO:
Equity holders of the Parent Company P
=39,887,958 =41,708,879
P P
=32,938,658 =42,688,375
P
Minority interest 3,577,697 777,261 – –
P
=43,465,655 =42,486,140
P P
=32,938,658 =42,688,375
P

Basic/Dilutive Earnings Per Share

attributable to Equity holders of
the Parent Company (Note 23) P
=79.78 =83.42
P

See accompanying Notes to Financial Statements.

*SGVMC110092*
I-REMIT, INC.
STATEMENTS OF CHANGES IN EQUITY

Consolidated
For the Six Months Ended June 30, 2007
Equity attributable to equity holders of the parent
Deposits on
Additional Future Stock Retained Cumulative
Capital Stock Paid-in Subscriptions Earnings Translation Minority Total
(Note 15) Capital (Note 15) (Deficit) Adjustment Total Interest Equity
Balance at January 1, 2007 =50,000,000 P
P =60,000,000 =53,000,000 P
P =24,418,276 (P
=540,481) P
=186,877,795 =3,231,119
P =190,108,914
P
Net income for the period – – – 39,887,958 – 39,887,958 3,577,697 43,465,655
Translation adjustment during the period – – – – 1,276,807 1,276,807 – 1,276,807
Total income and expenses recognized
during the period – – – 39,887,958 1,276,807 41,164,765 3,577,697 44,742,462
Addition to deposits on future stock
subscriptions – – 294,000,000 – – 294,000,000 – 294,000,000
Acquisition of minority interest – – – – – – (6,808,816) (6,808,816)
Balance at June 30, 2007 P
=50,000,000 P =60,000,000 P
=347,000,000 P =64,306,234 P
=736,326 P
=522,042,560 P
=– P=522,042,560

For the Year Ended December 31, 2006

Balance at January 1, 2006 =50,000,000
P =60,000,000
P =53,000,000 (P
P =17,290,603) (P
=1,774) P =145,707,623 =2,250,551
P =147,958,174
P
Net income for the year – – – 41,708,879 – 41,708,879 777,261 42,486,140
Translation adjustment during the year – – – – (538,707) (538,707) 203,307 (335,400)
Total income and expenses recognized
during the year – – – 41,708,879 (538,707) 41,170,172 980,568 42,150,740
Balance at December 31, 2006 P
=50,000,000 P
=60,000,000 P
=53,000,000 P
=24,418,276 (P
=540,481) P
=186,877,795 P
=3,231,119 P
=190,108,914

*SGVMC110092*
 -2-

Parent Company
For the Six Months Ended June 30, 2007
Deposits on
Additional Future Stock
Capital Stock Paid-in Subscriptions Retained Total
(Note 15) Capital (Note 15) Earnings Equity
Balance at January 1, 2007 =50,000,000
P =60,000,000
P =53,000,000
P =43,140,297
P =206,140,297
P
Net income for the period – – – 32,938,658 32,938,658
Addition to deposits on future stock subscription – – 294,000,000 – 294,000,000
Balance at June 30, 2007 P
=50,000,000 P
=60,000,000 P
= 347,000,000 P
=76,078,955 P
=533,078,955

For the Year Ended December 31, 2006

Balance at January 1, 2006 =50,000,000
P =60,000,000
P =53,000,000
P =451,922
P =163,451,922
P
Net income for the period – – – 42,688,375 42,688,375
Balance at December 31, 2006 P
=50,000,000 P
=60,000,000 P
=53,000,000 P
=43,140,297 P
=206,140,297

See accompanying Notes to Financial Statements.

*SGVMC110092*
I-REMIT, INC.
STATEMENTS OF CASH FLOWS

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
CASH FLOWS FROM OPERATING
ACTIVITIES
Income before tax P
=43,465,655 =42,552,238
P P
=32,938,658 =42,688,375
P
Adjustments for:
Interest expense (Note 17) 15,417,063 22,339,223 15,417,063 22,339,223
Depreciation and amortization
(Notes 10 and 12) 3,493,232 6,892,014 2,736,636 4,929,781
Interest income (Note 17) (956,749) (1,111,298) (711,321) (987,985)
Changes in operating assets and liabilities
Decrease (increase) in:
Receivables (100,862,436) (120,714,513) (122,382,072) (138,923,672)
Other current assets (11,164,157) 1,317,096 (9,126,336) (2,771,121)
Increase (decrease) in:
Beneficiaries and other payables 247,937,807 (88,478,943) 224,440,435 (93,948,706)
Retirement liability 1,929,845 999,472 1,929,845 999,472
Cash generated by (used in) operations 199,260,260 (136,204,711) 145,242,908 (165,674,633)
Interest received 956,749 1,111,298 711,321 987,985
Interest paid (17,038,336) (20,917,267) (16,409,585) (20,917,267)
Net cash provided by (used in) operating
activities 183,178,673 (156,010,680) 129,544,644 (185,603,915)
CASH FLOWS FROM INVESTING
ACTIVITIES
Acquisitions of subsidiaries (Note 9) 36,343,943 – – –
Acquisitions of property and equipment
(Note 10) (8,775,209) (8,688,361) (6,500,355) (4,987,284)
Proceeds from disposals of property and
equipment (Note 10) – 379,384 – 379,384
Acquisition of software (Note 12) (405,215) (1,404,028) (405,215) (1,404,028)
Increase in other noncurrent assets (6,466,862) (5,944,289) (226,467) (5,759,849)
Net cash provided by (used in) investing
activities 20,696,657 (15,657,294) (7,132,037) (11,771,777)
CASH FLOWS FROM FINANCING
ACTIVITIES
Payment of interest-bearing loans (5,822,394,362) (8,157,738,150) (5,822,744,513) (8,157,267,350)
Proceeds from interest-bearing loans 5,596,320,556 8,512,305,684 5,596,670,707 8,512,010,076
Proceeds from capital infusion 294,000,000 – 294,000,000 –
Net cash provided by financing activities 67,926,194 354,567,534 67,926,194 354,742,726
INCREASE IN TRANSLATION
ADJUSTMENTS 1,224,343 16,269 – –
NET INCREASE IN CASH ON HAND
AND IN BANKS 273,025,867 182,915,829 190,338,801 157,367,034
CASH ON HAND AND IN BANKS AT
BEGINNING OF PERIOD 360,253,279 177,337,450 291,708,021 134,340,987
CASH ON HAND AND IN BANKS AT
END OF PERIOD P
=633,279,146 =360,253,279
P P
=482,046,822 =291,708,021
P

See accompanying Notes to Financial Statements.

*SGVMC110092*
I-REMIT, INC.
NOTES TO FINANCIAL STATEMENTS

1. Corporate Information

I-Remit, Inc. (the Parent Company) was incorporated in the Philippines. The Parent Company
was registered with the Securities and Exchange Commission (SEC) on March 5, 2001 and started
commercial operations on November 11, 2001. The ultimate parent company is JTKC Equities,
Inc.

The Parent Company, which is domiciled in the Philippines, has its registered office and principal
place of business at 26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City.

The Parent Company and its subsidiaries (the Group) are primarily engaged in the business of
fund transfer and remittance services of any form or kind of currencies or monies, either by
electronic, telegraphic, wire or any other mode of transfer; as well as undertake the delivery of
such funds or monies, both in the domestic and international market, by providing either courier or
freight forwarding services; and conduct foreign exchange transactions as may be allowed by law
and other allied activities relative thereto.

The Parent Company’s subsidiaries and associates are as follow:

Effective Percentage of
Ownership
Country of June 30, December 31,
Incorporation 2007 2006
Subsidiaries:
International Remittance (Canada) Ltd. (IRCL) Canada 100.00 95.00
Lucky Star Management Ltd. (LSML) Hong Kong 100.00 51.00
I-Remit Global Remittance Ltd (IGRL) United Kingdom 100.00 –
I-Remit Australia Pty. Ltd. (IAPL) Australia 100.00 –

Associates:
Worldwide Exchange Pty. Ltd. (WEPL)* Australia 50.00 –
I-Remit Singapore Pte. Ltd. (ISPL) Singapore 49.00 –

* Consists of direct voting interest of 20% and indirect voting interest through IAPL of 30%

On June 29, 2007, the board of directors (BOD) and the stockholders of the Parent
Company approved the following amendments to the Articles of Incorporation and By-
Laws of the Parent Company:

a) On the Articles of Incorporation:

1. Reduction of par value per share from P =100.00 to P
=1.00 per share;
2. Increase in the authorized capital stock of the Parent Company from P=200.00 million to
=1.00 billion;
P
3. Denial of pre-emptive rights; and
4. Authority of the BOD of the Parent Company to grant stock options, issue warrants or
enter into stock purchase or similar agreements.

*SGVMC110092*
 -2-

b) On the By-Laws
1. Period for closing of stock and transfer book or fixing of record date;
2. Period for notice of stockholders’ meeting;
3. Deadline for the submission/ revocation of proxies;
4. Number, term of office, qualifications and disqualifications;
5. Additional requirements for independent directors;
6. Election of directors
7. Place of meeting of the BOD;
8. Vacancies;
9. Constitution of a nomination committee; and
10. The addition of one or more Vice Chairmen to the list of officers of the Parent Company.

As of August 7, 2007, the Company is in the process of obtaining approval from the SEC of its
amended Articles of Incorporation and By-Laws.

2. Summary of Significant Accounting Policies

Basis of Preparation
The consolidated financial statements and parent company financial statements have been
prepared on a historical cost basis and are presented in Philippine Peso, the Parent Company’s
functional and reporting currency.

The financial statements for the six months ended June 30, 2007 were prepared for submission to
the Securities and Exchange Commission in connection with the Parent Company's initial public
offering. The amounts presented for the prior period in the statement of income, statement of
changes in equity and statement of cash flows and related notes are for twelve months and
accordingly, are not comparable.

Statement of Compliance
The consolidated financial statements of the Group and the Parent Company’s financial statements
have been prepared in accordance with Philippine Financial Reporting Standards (PFRS).

Basis of Consolidation
The consolidated financial statements include the accounts of the Parent Company and its
subsidiaries mentioned in Note 1. The financial statement of the subsidiaries are prepared for the
same reporting year of the Parent Company using uniform accounting policies for like transactions
and other events in similar circumstances.

Subsidiaries are all entities over which the Group has the power to govern the financial and
operating policies generally accompanying a shareholding of more than one half of the voting
rights. The existence and effect of potential voting rights that are currently exercisable or
convertible are considered when assessing whether the Group controls another entity.

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Subsidiaries are consolidated from the date on which control is transferred to the Group and cease
to be consolidated from the date on which control is transferred out of the Group. Control is
achieved where the Group has the power to govern the financial and operating policies of an entity
so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of
during the year are included in the consolidated statement of income from the date of acquisition
or up to the date of disposal, as appropriate.

All intra-group balances, transactions, income and expense and profit and losses resulting from
intra-group transactions are eliminated in full.

Business Combination and Goodwill

Business combinations are accounted for using the purchase accounting method. This involves
recognizing identifiable assets (including previously unrecognized intangible assets) and liabilities
(including contingent liabilities and excluding future restructuring) of the acquired business at fair
value.

Goodwill acquired in a business combination is initially measured at cost being the excess of the
cost of the business combination over the Group’s interest in the net fair value of the acquiree’s
identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is
measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment
annually (see accounting policy on Impairment of Non-Financial Assets).

When subsidiaries are sold, the difference between the selling price and the net assets plus
cumulative translation differences is recognized in the statement of income.

PFRS 3 provides that if the initial accounting for a business combination can be determined only
provisionally by the end of the period in which the combination is effected because either the fair
values to be assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities or the
cost of the combination can be determined only provisionally, the acquirer shall account for the
combination using those provisional values. The acquirer shall recognize any adjustments to those
provisional values as a result of completing the initial accounting within twelve months of the
acquisition date as follows; (i) the carrying amount of the identifiable asset, liability or contingent
liability that is recognized or adjusted as a result of completing the initial accounting shall be
calculated as if its fair value at the acquisition date had been recognized from that date;
(ii) goodwill or any gain recognized shall be adjusted by an amount equal to the adjustment to the
fair value at the acquisition date of the identifiable asset, liability or contingent liability being
recognized or adjusted; and (iii) comparative information presented for the periods before the
initial accounting for the combination is complete shall be presented as if the initial accounting
had been completed from the acquisition date.

Minority Interests
Minority interests represent the portion of net income or loss and the net assets not held by the
Group and are presented separately in the consolidated statements of income and within equity in
the consolidated balance sheet, separately from equity attributable to equity holders of Parent
Company. In the acquisition of minority interest, identifiable assets and liabilities of the
subsidiaries are not remeasured at their fair values and are apportioned between the majority and
minority interests. The difference between the consideration and the book value of the share of
the net assets acquired is recognized as goodwill, only as it relates to the majority interest. This
policy is consistently applied for all purchases of minority interest.

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Changes in Accounting Policies

The accounting policies adopted are consistent with those of the previous financial year except as
follows:

The Group has adopted the following PFRS and Philippine Interpretation which became effective
beginning January 1, 2007.

PFRS 7, Financial Instruments: Disclosures introduces new disclosures to improve the

information about financial instruments. It requires the disclosure of qualitative and quantitative
information about exposure to risks arising from financial instruments, including specified
minimum disclosures about credit risk, liquidity risk and market risk, as well as sensitivity
analysis to market risk. It replaces Philippine Accounting Standard (PAS) 30, Disclosures in the
Financial Statements of Banks and Similar Financial Institutions, and the disclosure requirements
in PAS 32, Financial Instruments: Disclosure and Presentation. It is applicable to all entities that
report under PFRS. Adoption of this standard resulted to inclusion of additional disclosures.

Amendment to PAS 1, Presentation of Financial Statements, introduces disclosures about the level
of an entity’s capital and how it manages capital. The required new disclosures are reflected in the
financial statements of the Group where applicable. Adoption of this amendment resulted to
inclusion of additional disclosures.

Philippine Interpretation IFRIC-7, Applying the Restatement Approach under PAS 29, Financial
Reporting in Hyperinflationary Economies provides guidance on how to apply this interpretation
when an economy first becomes hyperinflationary, in particular the accounting for deferred
income tax. This Interpretation has no significant impact on the financial statements of the Group.

Philippine Interpretation IFRIC-8, Scope of PFRS 2 requires to be applied to any arrangements

where equity instruments are issued for consideration which appears to be less than fair value.
This Interpretation has no impact on the financial statements of the Group.

Philippine Interpretation IFRIC-9, Reassessment of Embedded Derivatives establishes that the date
to assess the existence of an embedded derivative is the date an entity first becomes a party to the
contract, with reassessment only if there is a change to the contract that significantly modifies the
cash flows. The Group assessed that adoption of this Interpretation has no significant impact on
the financial statements.

Philippine Interpretation IFRIC-10, Interim Financial Reporting and Impairment prohibits the
reversal of impairment losses on goodwill and available-for-sale (AFS) equity investments
recognized in the interim financial reports even if impairment is no longer present at the annual
balance sheet date. This Interpretation has no significant impact on the financial statements of the
Group.

Foreign Currency Translation

The consolidated financial statement and parent company financial statement are presented in
Philippine Peso, which is the Parent Company’s functional and reporting currency. Each
subsidiary in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency.

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Transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the functional currency rate of exchange ruling at the balance sheet date. All
differences are taken to the statement of income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates as at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was determined. Any goodwill arising on the acquisition of foreign operation
and any fair value adjustments to the carrying amounts of assets and liabilities arising on the
acquisition are treated as assets and liabilities of the foreign operation and translated at the closing
rate.

Group companies
As at the reporting date, the assets and liabilities of subsidiaries are translated into the Parent
Company’s presentation currency (the Philippine peso) at the rate of exchange ruling at the
balance sheet date, and their income and expenses are translated at the weighted average exchange
rates for the period. Exchange differences arising on translation are taken directly to a separate
component of equity. On disposal of a foreign entity, the deferred cumulative amount recognized
in equity relating to the particular foreign operation is recognized in the statement of income.

Financial instruments - initial recognition and subsequent measurement

Date of recognition
Purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or market convention are recognized on the settlement date.

Initial recognition of financial instruments

All financial assets, including trading and investment securities and loans and receivables, are
initially recognized at fair value. Except for securities at fair value through profit-or-loss (FVPL),
the initial measurement of financial assets includes transaction costs. The Group classifies its
financial assets in the following categories: securities at FVPL, AFS investments, held-to-maturity
(HTM) investments, and receivables. Financial liabilities are classified as financial liabilities at
FVPL carried at fair value or other financial liabilities carried at cost or amortized cost. The
classification depends on the purpose for which the investments were acquired and whether they
are quoted in an active market. Management determines the classification of its investments at
initial recognition and, where allowed and appropriate, re-evaluates such designation at every
reporting date.

As of June 30, 2007 and December 31, 2006, the Group had no securities and financial liabilities
at FVPL, AFS investments, and HTM investments. The Group’s financial instruments include
receivable and other financial liabilities.

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Receivables
Receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. After initial measurement, receivables are subsequently carried at
amortized cost using the effective interest rate (EIR) method less any allowance for impairment.
Amortized cost is calculated taking into account any discount or premium on acquisition and
includes fees that are an integral part of the EIR and transaction costs. Gains and losses are
recognized in the statement of income when receivables are derecognized or impaired, as well as
through the amortization process.

Other financial liabilities

Issued financial instruments or their components, which are not designated at FVPL, if any, where
the substance of the contractual arrangement results in the Group having an obligation either to
deliver cash or another financial asset to the holder, or to satisfy the obligation other than by the
exchange of a fixed amount of cash or another financial asset for a fixed number of own equity
shares. The components of issued financial instruments that contain both liability and equity
elements are accounted for separately, with the equity component being assigned the residual
amount after deducting from the instrument as a whole the amount separately determined as the
fair value of the liability component on the date of issue.

After initial recognition, beneficiaries and other payables and interest-bearing loans are
subsequently measured at amortized cost using the effective interest rate method. Amortized cost
is calculated by taking into account any discount or premium on the issue and fees that are an
integral part of the effective interest rate.

Other financial liabilities include ‘Beneficiaries and other payables’ and ‘Interest-bearing loans’.

Determination of fair value

The fair value for financial instruments traded in active markets at the balance sheet date is based
on their quoted market prices or dealer price quotations (bid price for long positions and ask price
for short positions), without any deduction for transaction costs. When current bid and asking
prices are not available, the price of the most recent transaction provides evidence of the current
fair value as long as there has not been a significant change in economic circumstances since the
time of the transaction.

For all other financial instruments not listed in an active market, the fair value is determined by
using appropriate valuation techniques. Valuation techniques include net present value
techniques, comparison to similar instruments for which market observable prices exist, option
pricing models, and other relevant valuation models.

Derecognition of Financial Instruments

Financial Asset
A financial asset (or, where applicable a part of a financial asset or part of a group of similar
financial assets) is derecognized when:
· The rights to receive cash flows from the asset have expired;
· The Group retains the right to receive cash flows from the asset, but has assumed an obligation
to pay them in full without material delay to a third part under a ‘pass through’ arrangement;
or

*SGVMC110092*
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· The Group has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the
asset.

Where the Group has transferred its right to receive cash flows from an asset and has neither
transferred nor retained substantially all the risks and rewards of the asset nor transferred control
of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the
asset.

Financial Liability
A financial liability is derecognized when the obligation under the liability is discharged,
cancelled or has expired. Where an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective carrying amounts is
recognized in the statement of income.

Offsetting Financial Instruments

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet
if, and only if, there is a currently enforceable legal right to offset the recognized amounts and
there is an intention to settle on a net basis, or to realize the asset and settle the liability
simultaneously.

Impairment of Financial Assets

The Group assesses at each balance sheet date whether a financial asset or group of financial
assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and
only if, there is objective evidence of impairment as a result of one or more events that has
occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event (or
events) has an impact on the estimated future cash flows of the financial asset or the group of
financial assets that can be reliably estimated. Evidence of impairment may include indications
that the borrower or a group of borrowers is experiencing significant financial difficulty, default or
delinquency in interest or principal payments, the probability that they will enter bankruptcy or
other financial reorganization, and where observable data indicate that there is measurable
decrease in the estimated future cash flows, such as changes in arrears or economic conditions that
correlate with defaults.

Assets carried at amortized cost

If there is objective evidence that an impairment loss on receivables carried at amortized cost has
been incurred, the amount of the loss is measured as the difference between the asset’s carrying
amount and the present value of estimated future cash flows (excluding future credit losses that
have not been incurred) discounted at the financial asset’s original EIR (i.e. the EIR computed at
initial recognition). The carrying amount of the asset is reduced through use of an allowance
account. The amount of the loss shall be recognized in the statement of income.

*SGVMC110092*
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In relation to trade receivables, a provision for impairment is made when there is objective
evidence based or specific and collective assessment (such as the probability of insolvency or
significant financial difficulties of the debtor) that the Group will not be able to collect all of the
amounts due under the original terms of the invoice. The carrying amount of the receivable is
reduced through use of an allowance account.

Cash on Hand and in Banks

Cash in banks include interest-bearing deposits.

Investments in Subsidiaries and Associates

Investments in Subsidiaries
Subsidiaries pertain to all entities over which the Group has the power to govern the financial and
operating policies generally accompanying a shareholding of more than one half of the voting
rights. The existence and effect of potential voting rights that are currently exercisable or
convertible are considered when assessing whether the Group controls another entity.

Investments in Associates
Associates pertain to all entities over which the Group has significant influence but not control,
generally accompanying a shareholding of between 20% and 50% of the voting rights. In the
consolidated financial statements, investments in associates are accounted for under the equity
method of accounting

Under the equity method, an investment in an associate is carried in the balance sheet at cost plus
post-acquisition changes in the Group’s share of the net assets of the associate. Goodwill relating
to an associate is included in the carrying value of the investment and is not amortized. The
Group’s share in an associate’s post-acquisition profits or losses is recognized in the statement of
income, and its share of post-acquisition movements in the associate’s equity reserves is
recognized directly in equity. When the Group’s share of losses in an associate equals or exceeds
its interest in the associate, including any other unsecured receivables, the Group does not
recognize further losses, unless it has incurred obligations or made payments on behalf of the
associate. Profits and losses resulting from transactions between the Group and an associate are
eliminated to the extent of the interest in the associate. In the Parent Company financial
statements, investments in subsidiaries and associates are carried at cost, less any impairment in
value.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization and any
impairment in value.

The initial cost of property and equipment comprises its purchase price and any directly
attributable costs of bringing the property and equipment to its working condition and location for
its intended use.

Expenditures incurred after the property and equipment have been put into operation, such as
repairs and maintenance are normally charged to operations in the period in which the costs are
incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in
an increase in the future economic benefits expected to be obtained from the use of an item of
property and equipment beyond its originally assessed standard of performance, the expenditures
are capitalized as an additional cost of property and equipment.

*SGVMC110092*
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Depreciation is calculated on a straight-line basis over the estimated useful life of the property and
equipment, which are as follow:

Office and communication equipment 3 years

Transportation and delivery equipment 3 to 5 years
Furniture and fixtures 3 to 5 years

Leasehold improvements are amortized over the estimated useful life of the improvements of
five years or the term of the lease, whichever is shorter.

The useful life and depreciation and amortization method are reviewed periodically to ensure that
the period and method of depreciation and amortization are consistent with the expected pattern of
economic benefits from items of property and equipment.

Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is fair value as at the date of acquisition.
Following initial recognition, intangible assets are carried at cost less any accumulated
amortization and any accumulated impairment losses. Internally generated intangible assets,
excluding capitalized development costs, are not capitalized and expenditure is reflected in the
statement of income in the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangibles assets with finite lives are amortized over the useful economic life and assessed for
impairment whenever there is an indication that the intangible assets may be impaired. The
amortization period and the amortization method for an intangible asset with a finite useful life are
reviewed at least at each financial year-end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset is accounted for by
changing the amortization period or method, as appropriate, and treated as changes in accounting
estimates. The amortization expense on intangible assets with finite lives is recognized in the
statement of income in the expense category consistent with the function of the intangible asset.
Intangible assets with indefinite useful lives are tested for impairment annually either individually
or at the cash generating unit level. Such intangibles are not amortized. The useful life of an
intangible asset with an indefinite life is reviewed annually to determine whether indefinite life
assessment continues to be supportable. If not, the change in the useful life assessment from
indefinite to finite is made on a prospective basis.

Gains or losses arising from the derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognized in the
statement of income when the asset is derecognized.

Software Costs
Software costs included under the other noncurrent assets account in the Group’s balance sheets
are carried at cost less accumulated amortization and any impairment in value. Software costs are
amortized on a straight-line basis over the estimated useful life of the assets of three years.

*SGVMC110092*
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Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset’s recoverable amount. An assets recoverable amount is
the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use
and is determined for an individual asset, unless the asset does not generate cash flows that are
largely independent of those from other assets or groups of assets. Where the carrying amount of
an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. In determining fair value less costs to sell,
an appropriate valuation model is used. These calculations are corroborated by valuation
multiples, quoted share prices for publicly traded subsidiaries or other available fair value
indicators.

Impairment losses of continuing operations are recognized in the statement of income in those
expense categories consistent with the function of the impaired asset, except for property
previously revalued where the revaluation was taken to equity. In this case the impairment is also
recognized in equity up to the amount of any previous revaluation.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is
any indication that previously recognized impairment losses may no longer exist or may have
decreased. If such indication exists, the Group makes an estimate of recoverable amount. A
previously recognized impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognized. If
that is the case the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is
recognized in the statement of income unless the asset is carried at revalued amount, in which case
the reversal is treated as a revaluation increase. Impairment losses recognized in relation to
goodwill are not reversed for subsequent increases in its recoverable amount.

Goodwill
For the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash-generating units, or group of
cash-generating units, that are expected to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the Group are assigned to those units or groups
of units. Each unit or group of units to which the goodwill is allocated represents the lowest level
within the Group at which the goodwill is monitored for internal management purposes.

Impairment is determined for goodwill by assessing the recoverable amount of the cash-generating
unit (or group of cash-generating units) to which goodwill relates. Where the recoverable amount
of the cash-generating unit (or group of cash-generating units) is less than the carrying amount of
the cash-generating unit (or group of cash-generating units) to which goodwill has been allocated,
an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in
future periods.

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Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Where the Group expects a provision to be reimbursed, the reimbursement is
recognized as a separate asset but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the statement of income net of any reimbursement. If the
effect of the time value of money is material, provisions are discounted using a current pre tax rate
that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the
increase in the provision due to the passage of time is recognized as a finance cost.

Contingent Liabilities and Contingent Assets

Contingent liabilities are not recognized in the financial statements. They are disclosed unless the
possibility of an outflow of resources embodying economic benefits is remote. A contingent asset
is not recognized in the financial statements but disclosed when an inflow of economic benefits is
probable.

Retirement Costs
The Parent Company has an unfunded and defined benefit retirement plan covering its permanent
employees.

The retirement cost of the Parent Company is determined using the projected unit credit method.
Under this method, the current service cost is the present value of retirement benefits payable in
the future with respect to services rendered in the current period. Under PAS 19, the liability
recognized in the balance sheet in respect of defined benefit pension plans (see Note 18) is the
present value of the defined benefit obligation at the balance sheet date less the fair value of plan
assets, together with adjustments for unrecognized actuarial gains or losses and past service costs.
The defined benefit obligation is calculated annually by an independent actuary using the
projected unit credit method. The present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using interest rate on government bonds that have
terms to maturity approximating the terms of the related retirement liability. Actuarial gains and
losses arising from experience adjustments and changes in actuarial assumptions are credited to or
charged against income when the net cumulative unrecognized actuarial gains and losses at the
end of the previous period exceeded 10% of the higher of the defined benefit obligation and the
fair value of plan assets at that date. These gains or losses are recognized over the expected
average remaining working lives of the employees participating in the plan.

Past-service costs, if any, are recognized immediately in income, unless the changes to the pension
plan are conditional on the employees remaining in service for a specified period of time (the
vesting period). In this case, the past-service costs are amortized on a straight-line basis over the
vesting period.

The defined benefit asset or liability comprises the present value of the defined benefit obligation
less past service costs not yet recognized and less the fair value of plan assets out of which the
obligations are to be settled directly. The value of any asset is restricted to the sum of any past
service cost not yet recognized and the present value of any economic benefits available in the
form of any economic benefits available in the form of refunds from the plan or reductions in the
future contributions to the plan.

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The Parent Company intends to set up a retirement plan qualified by the Bureau of Internal
Revenue in 2007 at which time the Parent Company shall have been in operations for six years.
Under Republic Act (RA) No. 7641, also known as Retirement Pay Law, its applicability is
effective on the 5th year of an employee’s tenure, provided that the employee is 60 years old but
not more than 65 years old.

Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of
the arrangement at the inception date of whether the fulfillment of the arrangement is dependent
on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A
reassessment is made after inception of the lease only if one of the following applies:
a. There is a change in contractual terms, other than a renewal or extension of the arrangement;
b. A renewal option is exercised or extension granted, unless the term of the renewal or
extension was initially included in the lease term;
c. There is a change in the determination of whether fulfillment is dependent on a specified asset;
or
d. There is a substantial change to the asset.

Whether a reassessment is made, lease accounting shall commence or cease from the date when
the change in circumstances gave rise to the reassessment for scenarios (a), (c), or (d) and at the
date of renewal or extension for scenario (b).

Group as a lessee
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are
classified as operating lease. Operating lease payments are recognized as expense in the statement
of income on a straight-line basis over the lease term.

Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured. Revenue is measured at fair value of the
consideration received, excluding discounts, rebates, and other indirect taxes or duty. The
following specific recognition criteria must also be met before revenue is recognized:

Rendering of services
Revenue from delivery fees is recognized when the service is rendered.

Interest income
Revenue is recognized as interest accrues (using the effective interest method that is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial
instrument to the net carrying amount of the financial asset).

Taxes
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or substantively enacted by the
balance sheet date.

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Current income tax relating to items recognized directly in equity is recognized in equity and not
in the statement of income.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary
differences, except:
· Where the deferred income tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
· In respect of taxable temporary differences associated with investments in subsidiaries where
the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry forward
of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward of unused
tax credits and unused tax losses can be utilized except:
· Where the deferred income tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transactions that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and
· In respect of deductible temporary differences associated with investments in subsidiaries and
associates, deferred income tax assets are recognized only to the extent that is probable that
the temporary differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income
tax assets are reassessed at each balance sheet date and are recognized to the extent that it has
become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply
to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws)
that have been enacted or substantively enacted at the balance sheet date.

Deferred income tax relating to items recognized directly in equity is recognized in equity and not
in the statement of income.

Deferred income tax assets liabilities are offset, if a legally enforceable right exists to set off
current tax assets against current income tax liabilities and the deferred income taxes related to the
same taxable entity and the same taxation authority.

Borrowing Costs
Borrowing costs are recognized as an expense when incurred.

*SGVMC110092*
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Earnings Per Share

Basic earnings per share (EPS) is computed by dividing net income for the year by the weighted
average number of common shares issued and outstanding during the year, after giving retroactive
effect to any stock dividends or stock splits, if any, declared during the year. Diluted EPS is
computed by dividing net income applicable to common stockholders by the weighted average
number of common shares issued and outstanding during the year after giving effect to assumed
conversion of diluted potential common shares.

Subsequent Events
Any post reporting period-end events that provide additional information about the Group’s
position at balance sheet date (adjusting events) are reflected in the financial statements. Post
reporting period-end events that are non-adjusting events when material are disclosed in the
financial statements.

Future Changes in Accounting Policies

The Group has not applied the following PFRS and Philippine Interpretations which are not yet
effective for the period ended June 30, 2007:

PFRS 8, Operating Segments effective for annual periods beginning on or after January 1, 2009
This PFRS adopts a management approach to reporting segment information. PFRS 8, will replace
PAS 14, Segment Reporting, and is required to be adopted only by entities whose debt or equity
instruments are publicly traded, or are in the process of filing with the SEC for purposes of issuing
any class of instruments in a public market. The Group is presently assessing the impact of this
interpretation on the financial statements.

Philippine Interpretation IFRIC-11, PFRS 2 Company and Treasury Share Transactions effective
for annual periods beginning on or after March 1, 2007
This Interpretation requires arrangements whereby an employee is granted rights to an entity’s
equity instruments to be accounted for as an equity-settled scheme by the entity even if (a) the
entity chooses or is required to buy those equity instruments (e.g., treasury shares) from another
party, or (b) the shareholder(s) of the entity provide the equity instruments needed. It also provides
guidance on how subsidiaries, in their separate financial statements, account for such schemes
when their employees receive rights to the equity instruments of the parent. The Group is
presently assessing the impact of this interpretation on the financial statements.

Philippine Interpretation IFRIC-12, Service Concession Arrangements effective for annual periods
beginning on or after January 1, 2008
This Interpretation covers contractual arrangements arising from private entities providing public
services and is not relevant to the Group’s current operations.

Philippine Interpretation IFRIC-13, Customer Loyalty Programmes effective for annual periods
beginning on or after July 1, 2008
This Interpretation specifies how these loyalty programmes should be accounted for. The Group
is presently assessing the impact of this interpretation on the financial statements.

*SGVMC110092*
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Philippine Interpretation IFRIC-14, The Limit on a Defined Benefit Asset effective for annual
periods beginning on or after July 1, 2008
This Interpretation provides general guidelines on how to assess the limit in PAS 19, Employee
Benefits on the amount of the surplus that can be recognized as an asset. It also explains how this
limit, also referred to as the ‘asset ceiling test’, may be influenced by a minimum funding
requirement. This Interpretation standardizes current practice and ensures that companies
recognize an asset in relation to a surplus on a consistent basis. This Interpretation has no impact
on the financial statements of the Group as the retirement plan is not funded.

3. Significant Accounting Judgments and Estimates

The preparation of the financial statements in accordance with PFRS requires the Group to make
judgments and estimates that affect the reported amounts of assets, liabilities, income and
expenses and disclosure of contingent assets and contingent liabilities. Future events may occur
which will cause the judgments and assumptions used in arriving at the estimates to change. The
effects of any change in judgments and estimates are reflected in the financial statements as they
become reasonably determinable.

Judgments and estimates are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.

Judgments
a. Operating Leases
The Group has entered into a commercial property leases as a lessee for its office premises.
The Group has determined that the lessor retained all the significant risks and rewards of
ownership of these properties.

b. Fair value measurement of financial assets and financial liabilities

The fair values of financial instruments that are not quoted in active markets are determined
using valuation techniques. The fair values of financial assets and financial liabilities of the
Group approximate their market values since these are short-term in nature.

Estimates
a. Credit losses of receivables
The Group reviews its problem receivables at each reporting date to assess whether an
allowance for impairment should be recorded in the statement of income. In particular,
judgment by management is required in the estimation of the amount and timing of future cash
flows when determining the level of allowance required. Such estimates are based on
assumptions about a number of factors and actual results may differ, resulting in future
changes to the allowance.

As of June 30, 2007 and December 31, 2006, no allowance for credit losses on receivables are
recorded since the Group assessed that there were no objective evidence of impairment on the
receivables. Receivables are carried at P
=339.28 million and P
=340.98 million as of June 30,
2007 and December 31, 2006, for the Group, respectively, and P =461.58 million and
=398.97 million as of June 30, 2007 and December 31, 2006, for the Parent Company,
P
respectively (see Note 7).

*SGVMC110092*
 - 16 -

b. Recoverability of deferred income taxes

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that
taxable profit will be available against which the losses can be utilized. Significant
management judgment is required to determine the amount of deferred tax assets that can be
recognized, based upon the likely timing and level of future taxable profits together with
future tax planning strategies.

Management believes that it is not highly probable that certain temporary differences will be
realized in the future (see Note 22).

c. Present value of retirement obligation

The cost of defined benefit pension plan and other post employment benefits is determined
using actuarial valuations. The actuarial valuation involves making assumptions about
discount rates, expected rates of return on assets, future salary increases, mortality rates and
future pension increases. Due to the long term nature of these plans, such estimates are
subject to significant uncertainty.

The assumed discount rates were determined using the market yields on Philippine
government bonds with terms consistent with the expected employee benefit payout as of
balance sheet date. Refer to Note 18 for details of assumption used in the calculation.

As of June 30, 2007 and December 31, 2006, the present value of the retirement obligation of
the Group amounted to P=12.38 million and P
=10.69 million, respectively, which also pertains to
the Parent Company.

d. Impairment of non-financial assets

Property and equipment

The Group assesses impairment on assets whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The factors that the
Group considers important which could trigger an impairment review include the following:
· significant underperformance relative to expected historical or projected future operating
results;
· significant changes in the manner of use of the acquired assets or the strategy for overall
business; and
· significant negative industry or economic trends.

The Group recognizes an impairment loss whenever the carrying amount of an asset exceeds
its recoverable amount. The recoverable amount is computed using the value in use approach.
Recoverable amounts are estimated for individual assets or, if it is not possible, for the cash-
generating unit to which the asset belongs.

As of June 30, 2007 and December 31, 2006, the carrying value of the property and equipment
amounted to P=18.17 million and P
=12.19 million, respectively, for the Group. As of June 30,
2007 and December 31, 2006, the carrying value of the property and equipment amounted to
=11.77 million and P
P =7.36 million, respectively, for the Parent Company (see Note 10).

*SGVMC110092*
 - 17 -

Goodwill
The Group assesses impairment of assets whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. An impairment loss is
recognized whenever the carrying amount of an asset exceeds its recoverable amount. The
recoverable amount is the value in use. The net selling price is the amount obtainable from
the sale of an asset in an arm’s length transaction while value in use is the present value of
estimated future cash flows expected to arise from the continuing use of an asset and from its
disposal at the end of its useful life. Recoverable amounts are estimated for individual assets
or, if it is not possible, for the cash-generating unit to which the asset belongs.

Goodwill is written down for impairment where the net present value of the forecasted future
cash flows of the subsidiaries is insufficient to support its carrying value.

As of June 30, 2007 and December 31, 2006, goodwill amounted to P =105.86 million and
=4.98 million, respectively. No impairment losses on goodwill were identified by the Group
P
(see Note 11).

4. Fair Value Measurement

The methods used by the Group in estimating the fair value of the financial instruments are:

· The carrying amounts of cash on hand and in banks, receivables and other current assets
maturing within 12 months are assumed to approximate their fair values. This assumption is
applied to liquid assets and the short-term elements of all other financial assets; and

· The carrying amounts of beneficiaries and other payables, and interest-bearing loans
approximate their fair values due to either the demand feature or the relatively short-term
maturities of these liabilities.

5. Financial Risk Management Objectives and Policies

The Group’s financial instruments mainly comprise of short-term loans from banks and advances
from stockholders. The main purpose of these financial instruments is to raise funds for the
Group’s fulfillment or delivery of remittance transactions to beneficiaries. The Group has also
various other financial assets and liabilities such as Accounts receivable from agents and Accounts
payable to beneficiaries, which arise directly from its remittance operations.

The main risks arising from the Group’s financial instruments are credit risk, foreign currency
risk, cash flow interest rate risk, and liquidity risk. The BOD reviews and agrees policies for
managing each of these risks and they are summarized below.

Credit Risk
The nature of the business exposes the Group to potential risk from difficulties in recovering
transaction money from foreign partners. Accounts receivable from foreign offices and agents
arises as a result of its remittance operations in various regions of the globe. In order to address

*SGVMC110092*
 - 18 -

this, the Group has maintained the following credit policies: (a) implement a contract that
incorporates a bond and advance payment cover such that the full amount of the transaction will
be credited to the Group prior to their delivery to the beneficiaries which applies generally to all
new agents of the Group and in certain cases to old agents, the advance funding equivalent to their
average daily remittance transactions, to fulfill or deliver their remittance transactions; (b) all
foreign offices and agents must settle their accounts following the next banking day settlement
policy, otherwise, the fulfillment or delivery of their remittance transactions will be put on hold;
(c) evaluation of individual potential partners and preferred associates’ credit worthiness, as well
as a close look into the other pertinent aspects of their partners’ businesses which assures the
Group of the financial soundness of their partner firms; and (d) receivable balances are monitored
daily by the regional managers with the result that the Group’s exposure to bad debts is not
significant.

The Group and Parent Company’s accounts receivables from agents are highly collectible which
has turnover ranging from 1 to 5 days. The other receivable which includes advances to related
parties is also highly collectible which is due in less than one year.

The table below shows the maximum credit exposure (includes cash in bank and receivables) of
the Group and the Parent Company per geographical classification (see Note 7):

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Asia Pacific P
=763,692,736 =485,460,310
P P
=840,987,271 =598,630,883
P
Europe 42,919,692 93,952,907 44,911,279 45,379,070
North America 137,451,048 91,348,482 29,231,280 16,196,936
Total P
=944,063,476 =670,761,699
P P
=915,129,830 =660,206,889
P

Foreign Currency Risk

It is the Group’s policy that all daily foreign currencies, which arise as a result of its remittance
transactions, must be traded daily with bank partners only at prevailing foreign exchange rates in
the market. The daily closing foreign exchange rates shall be the guiding rate in providing
wholesale rates and retail rates to foreign offices and agents, respectively (see Note 6). The
trading proceeds will be used to pay out bank loans and other obligation of the Group.

The following table sets forth, the impact of changes in exchange rates on the Group and the
Parent Company’s income before tax.

Consolidated Parent Company

Increase/ Effect on Increase/ Effect on
decrease in income decrease in income
US dollar rate before tax US dollar rate before tax
2007 +0.20 P
=971,909 +0.20 P
=317,790
-0.20 (971,909) -0.20 (317,790)

2006 +0.20 517,188 +0.20 237,583

-0.20 (517,188) -0.20 (237,583)

*SGVMC110092*
 - 19 -

Cash Flow Interest Rate Risk

The Group’s exposure to cash flow interest rate risk is minimal. The Group’s policy is to manage
its interest cost by entering into a fixed short-term debt.

Liquidity Risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility
through the use of short-term debts and advances from stockholders. In addition, the Group
maintains credit facility with local banks. As of June 30, 2007 and December 31, 2006, the Parent
Company has unused credit facilities amounting to P =295.00 million and P
=67.50 million,
respectively (see Note 14).

The Group’s policy is to maintain a debt to equity ratio of 3:1 in order to comply with one of the
requirements of the Board of Investments (BOI).

The table below summarizes the maturity profile of the financial liabilities of the Group and the Parent
Company based on contractual undiscounted payments as of June 30, 2007 and December 31, 2006.

June 30, 2007

Consolidated
Less than 5 days 5 to 30 days 30 to 60 days Total
Interest-bearing loans P
=150,208,333 P
=110,916,667 P
=53,267,864 P
=314,392,864
Advances from related parties – 200,286 198,077,539 198,277,825
Beneficiaries 50,842,563 – – 50,842,563
Agents, couriers and trading clients 42,532,706 – 3,322,067 45,854,773
Accrued expenses 14,350,090 – – 14,350,090
Others – – 11,683,270 11,683,270
P
=257,933,692 P
=111,116,953 P
=266,350,740 P
=635,401,385

December 31, 2006

Consolidated
Less than 5 days 5 to 30 days 30 to 60 days Total
Interest-bearing loans =248,252,261
P =174,981,691
P =75,611,923
P =498,845,875
P
Advances from related parties – 6,546,698 – 6,546,698
Beneficiaries 2,424,232 – – 2,424,232
Agents, couriers and trading clients 15,814,708 – 3,266,906– 19,081,614
Accrued expenses 17,878,789 – – 17,878,789
Others – – 10,983,796 10,983,796
=284,369,990
P =181,528,389
P =89,862,625
P =555,761,004
P

June 30, 2007

Parent Company
Less than 5 days 5 to 30 days 30 to 60 days Total
Interest-bearing loans P
=150,208,333 P
=110,916,667 P
=50,833,333 P
=311,958,333
Advances from related parties – 200,286 195,707,323 195,907,609
Beneficiaries 50,842,563 – – 50,842,563
Agents, couriers and trading clients 23,935,706 – 3,322,067 27,257,773
Accrued expenses 13,914,365 – – 13,914,365
Others – – 9,833,100 9,833,100
P
=238,900,967 P
=111,116,953 P
=259,695,823 P
=609,713,743

*SGVMC110092*
 - 20 -

December 31, 2006

Parent Company
Less than 5 days 5 to 30 days 30 to 60 days Total
Interest-bearing loans =247,092,708
P =174,164,375
P =75,258,750
P =496,515,833
P
Advances from related parties – 13,467,059 – 13,467,059
Beneficiaries 2,424,232 – – 2,424,232
Agents, couriers and trading clients 15,675,471 – 3,266,906– 18,942,377
Accrued expenses 12,661,303 – – 12,661,303
Others – – 9,035,667 9,035,667
=277,853,714
P =187,631,434
P =87,561,323
P =553,046,471
P

Capital Management
The primary objective of the Group’s capital management is to ensure that the Group complies
with externally imposed capital requirements and it brings strong credit rating and healthy capital
ratios in order to support its business and maximize shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders, return capital to shareholders or issue new shares. No changes
were made in the objectives, policies or processes during six month ended June 30, 2007 and the
year ended December 31, 2006.

The Group monitors capital using a debt to equity ratio as required by the BOI, which is total
liabilities divided by total equity. The Groups policy is to maintain a debt to equity ratio of 3:1, as
required by the Board of Investments. The Group has complied with its debt-to-equity ratio
requirement.

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Beneficiaries and other payables P
=320,407,662 =56,915,129
P P
=297,154,551 =56,530,638
P
Interest-bearing loans 312,394,620 495,815,889 310,000,000 493,500,000
Retirement liability 4,282,406 2,352,561 4,282,406 2,352,561
Total liabilities 637,084,688 555,083,579 611,436,957 552,383,199
Capital stock 50,000,000 50,000,000 50,000,000 50,000,000
Additional paid-in capital 60,000,000 60,000,000 60,000,000 60,000,000
Deposits on future stock subscriptions 347,000,000 53,000,000 347,000,000 53,000,000
Retained earnings 64,306,234 24,418,276 76,078,955 43,140,297
Cumulative translation adjustment 736,326 (540,481) – –
Minority interest – 3,231,119 – –
Total equity 522,042,560 190,108,914 533,078,955 206,140,297
Total liabilities and equity P
=1,159,127,248 =745,192,493 P
P =1,144,515,912 =758,523,496
P
Debt to equity ratio 1.21:1.00 2.92:1.00 1.15:1.00 2.68:1.00

*SGVMC110092*
 - 21 -

6. Cash on Hand and in Banks

This account consists of:

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Cash on hand P
=28,495,770 =30,473,479
P P
=28,495,691 =30,473,479
P
Cash in banks 604,783,376 329,779,800 453,551,131 261,234,542
P
=633,279,146 =
P 360,253,279 P
=482,046,822 =
P 291,708,021

Cash in banks include foreign currency-denominated units (FCDU) with Philippine peso (Php)
equivalent as follow:
Consolidated
June 30, 2007 December 31, 2006
FCDU amount Php equivalent FCDU amount Php equivalent
Canadian Dollar 2,353,660 P
=103,052,632 1,485,310 =62,894,264
P
Australian Dollar (AUD) 1,126,933 44,741,155 416,018 16,101,950
United States Dollar (USD) 981,844 45,400,447 852,919 41,818,630
Great Britain Pound 207,283 19,332,472 – –
Others 2,011,938 12,178,593 903,973 5,973,870
P
=224,705,299 =126,788,714
P

Parent Company
June 30, 2007 December 31, 2006
FCDU amount Php equivalent FCDU amount Php equivalent
USD 981,844 P
=45,400,447 852,919 =41,818,630
P
AUD 698,453 27,729,763 416,018 16,101,950
Others 11,372 342,844 10,083 322,876
P
=73,473,054 =
P 58,243,456

Cash in banks earn interests at the respective bank deposit rates. As of June 30, 2007 and
December 31, 2006, such deposits earned interest rates ranging as follow:

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
PHP 1% to 2% 1% to 2% 1% to 2% 1% to 2%
FCDU 1% to 4% 1% to 4% 1% to 2% 1% to 2%

*SGVMC110092*
 - 22 -

7. Receivables

This account consists of receivables from:

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Related parties (Note 20) P
=255,096,513 =109,123,978
P P
=403,725,720 =233,361,661
P
Agents 45,188,426 202,591,098 40,027,528 136,424,190
Couriers 13,958,653 22,561,596 13,958,653 22,561,596
Others 25,036,508 6,705,227 3,866,798 6,624,900
P
=339,280,100 =340,981,899
P P
=461,578,699 =398,972,347
P

The carrying value of receivables from agents, related parties, couriers and others are due on
demand or within one year. Their fair values approximate their respective carrying values due to
short-term maturity (less than three months) of theses receivables.

8. Other Current Assets

This account consists of:

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Input VAT P
=17,316,234 =7,984,236
P P
=17,316,234 =7,984,236
P
Prepaid expenses 4,675,959 2,644,695 2,225,282 2,231,839
Miscellaneous 1,270,562 1,469,667 1,270,562 1,469,667
P
=23,262,755 =12,098,598
P P
=20,812,078 =11,685,742
P

Miscellaneous other current assets consist mostly of office supplies and card inventories.

9. Investments in Subsidiaries and Associates

The Group and the Parent Company’s investments in subsidiaries and associates consist of the
following:

Group Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Acquisition cost:
Wholly-owned subsidiaries:
LSML P
=– P
=– P
=43,670,280 =25,196,754
P
IRCL – – 13,444,000 10,344,000
IGRL – – 71,200,000 –
IAPL – – 8,552,000 –
Associates:
ISPL 12,600,000 – 12,600,000 –
WEPL 7,592,954 – 5,600,000 –
P
=20,192,954 P
=– P
=155,066,280 =35,540,754
P

*SGVMC110092*
 - 23 -

Acquisition of subsidiaries
IGRL and IAPL
On June 2, 2007, the Parent Company’s BOD approved the acquisition of the 100.00% ownership
interest in both IGRL and IAPL for consideration of P =71.20 million and P
=8.55 million,
respectively. IGRL and IAPL are based in United Kingdom and Australia, respectively. These
two entities, which are in remittance business, have the same operations as the Parent Company.
Accordingly on June 29, 2007, the Parent Company acquired 100.00% ownership interest in IGRL
and IAPL through the execution of deeds of assignment by the previous stockholders (who are
also the stockholders of the Parent Company) of the two entities. Under the deeds of assignment,
the existing advances by the Parent Company to certain stockholders shall be applied as payment
for the purchase of IGRL and IAPL, or if there are no existing advances then cash payment shall
be made.

The purchase price allocation has been prepared on a preliminary basis, and reasonable changes
are expected as additional information becomes available. The following is a summary of the
provisional fair values of the assets acquired and liabilities assumed as of the date of the
acquisition:

Fair value recognized on acquisition

IGRL IAPL Total
Cash on hand and in banks =19,332,472
P =17,011,471
P =36,343,943
P
Receivables 25,826,775 – 25,826,775
Investments – 1,992,954 1,992,954
Property and equipment 2,049,336 – 2,049,336
Other noncurrent assets 3,814,397 – 3,814,397
51,022,980 19,004,425 70,027,405
Accounts payable 29,890,379 15,910,191 45,800,570
Due to related parties 19,915,106 1,955,872 21,870,978
Other liabilities – 264,927 264,927
49,805,485 18,130,990 67,936,475
Net assets acquired 1,217,495 873,435 2,090,930
Goodwill 69,982,505 7,678,565 77,661,070
Consideration, satisfied by application of
advances from stockholders =71,200,000
P =8,552,000
P =79,752,000
P

Cash flow from acquisition of subsidiaries:

Net cash acquired from subsidiaries =36,343,943

P
Cash paid –
Net cash inflow =36,343,943
P

If the combination had taken place at the beginning of the year, total revenue and net income for
the Group would have increased by P=40.5 million and P
=1.3 million, respectively.

*SGVMC110092*
 - 24 -

Acquisition of associates
WEPL and ISPL
On June 2, 2007, the Parent Company’s BOD approved the acquisition of the 20.00% and 49.00%
ownership interest in WEPL and ISPL, respectively, for consideration of P=5.60 million and
=12.60 million, respectively. WEPL and ISPL are based in Australia and Singapore, respectively.
P
These two entities, which are in remittance business, have the same operations as the Parent
Company. Accordingly on June 29, 2007, the Parent Company acquired 20.00% and 49.00%
ownership interest in WEPL and ISPL, respectively, through the execution of deeds of assignment
by the previous stockholders (who are also stockholders of the Parent Company) of the two
entities. Under the deeds of assignment, the existing advances of the Parent Company to certain
stockholders shall be applied as payment for the purchase of IGRL and IAPL, or if there are no
existing advances then cash payment shall be made.

The fair value of the net assets of WEPL and ISPL at this date was P =9.71 million and
=9.35 million, respectively, and the fair value of the additional interest acquired was P
P =1.97 million
and P
=4.58 million, respectively. The difference of P =3.63 million and P =8.02 million between the
consideration and the fair value of the interest acquired in WEPL and ISPL, respectively, has been
recognized as part of investments in associates.

WEPL and ISPL are not listed in any stock exchange. A summary of financial information of
WEPL and ISPL as of June 30, 2007 follows:

WEPL ISPL Total

Total assets =23,705,352
P =54,740,391
P =78,445,743
P
Total liabilities 13,991,533 45,388,091 59,379,624
Total revenue 8,905,437 6,335,956 15,241,393
Total net income 3,251,948 4,504,763 7,756,711

Minority interest in LSML and IRCL

On June 2, 2007, the Parent Company’s BOD approved the acquisition of the 49.00% ownership
interest in LSML and 5.00% ownership interest in IRCL from their respective minority
stockholders for consideration of P=24.70 million and P
=3.10 million, respectively, taking its
ownership in both entities at 100.00%. Accordingly on June 29, 2007, the respective LSML
minority stockholder (who is a stockholder of the Parent Company) and IRCL minority
stockholder executed deeds of assignment to transfer their respective ownership interest to the
Parent Company. Under certain deeds of assignment, the existing advances by the Parent
Company to certain stockholders shall be applied as payment for the purchase of LSML and
IRCL, or if there are no existing advances then cash payment shall be made.

The fair value of the net assets of LSML and IRCL at acquisition date was P =8.23 million and
P11.50 million, respectively and the fair value of the additional interest acquired was
=
=4.03 million and P
P =0.57 million, respectively. The difference of P =20.67 million and P=2.54 million
between the consideration and the fair value of the interest acquired in LSML and IRCL,
respectively, has been recognized as goodwill (see Note 12).

On July 1, 2006 the 30% ownership interest of a minority stockholder in IRCL was transferred to
the Parent Company at no additional cost.

*SGVMC110092*
 - 25 -

10. Property and Equipment

The composition of and movements in this account follow:

June 30, 2007

Consolidated
Office and Transportation
Communication and Delivery Furniture Leasehold
Equipment Equipment and Fixtures Improvements Total
Cost
Balance at January 1 P
=14,924,986 P
=2,407,788 P
=3,847,818 P
=14,124,256 P
=35,304,848
Additions 4,073,180 1,020,535 1,091,017 2,590,477 8,775,209
Exchange adjustment (142,568) – 1,799 72,143 (68,626)
Balance at June 30 18,855,598 3,428,323 4,940,634 16,786,876 44,011,431
Accumulated depreciation and
amortization
Balance at January 1 P
=10,663,450 P
=1,964,290 P
=2,249,427 P
=8,242,499 P
=23,119,666
Depreciation and amortization 1,141,540 246,440 286,477 1,172,357 2,846,814
Exchange adjustment (135,567) – 16,924 (2,447) (121,090)
Balance at June 30 11,669,423 2,210,730 2,552,828 9,412,409 25,845,390
Net Book Value at June 30 P
=7,186,175 P
=1,217,593 P
=2,387,806 P
=7,374,467 P
=18,166,041

December 31, 2006

Consolidated
Office and Transportation
Communication and Delivery Furniture Leasehold
Equipment Equipment and Fixtures Improvements Total
Cost
Balance at January 1 =11,349,247
P =3,107,788
P =2,926,453
P =10,761,167
P =28,144,655
P
Additions 3,845,320 – 1,045,888 3,797,153 8,688,361
Disposals – (700,000) – – (700,000)
Exchange adjustment (269,581) – (124,523) (434,064) (828,168)
Balance at December 31 14,924,986 2,407,788 3,847,818 14,124,256 35,304,848
Accumulated depreciation and
amortization
Balance at January 1 8,960,996 1,508,584 1,676,074 5,797,607 17,943,261
Depreciation and amortization 1,900,565 776,322 638,162 2,658,471 5,973,520
Disposals – (320,616) – – (320,616)
Exchange adjustment (198,111) – (64,809) (213,579) (476,499)
Balance at December 31 10,663,450 1,964,290 2,249,427 8,242,499 23,119,666
Net Book Value at December 31 =4,261,536
P =443,498
P =1,598,391
P =5,881,757
P =12,185,182
P

June 30, 2007

Parent Company
Office and Transportation
Communication and Delivery Furniture Leasehold
Equipment Equipment and Fixtures Improvements Total
Cost
Balance at January 1 P
=11,179,690 P
=2,407,788 P
=2,192,566 P
=8,339,144 P
=24,119,188
Additions 2,355,064 1,020,535 675,391 2,449,365 6,500,355
Balance at June 30 13,534,754 3,428,323 2,867,957 10,788,509 30,619,543
Accumulated depreciation and
amortization
Balance at January 1 8,038,871 1,964,290 1,381,720 5,376,839 16,761,720
Depreciation and amortization 965,796 246,440 178,242 699,740 2,090,218
Balance at June 30 9,004,667 2,210,730 1,559,962 6,076,579 18,851,938
Net Book Value at June 30 P
=4,530,087 P
=1,217,593 P
=1,307,995 P
=4,711,930 P
=11,767,605

*SGVMC110092*
 - 26 -

December 31, 2006

Parent Company
Office and Transportation
Communication and Delivery Furniture Leasehold
Equipment Equipment and Fixtures Improvements Total
Cost
Balance at January 1 =8,482,067
P =3,107,788
P =1,659,508
P =6,582,541
P =19,831,904
P
Additions 2,697,623 – 533,058 1,756,603 4,987,284
Disposals – (700,000) – – (700,000)
Balance at December 31 11,179,690 2,407,788 2,192,566 8,339,144 24,119,188
Accumulated depreciation and
amortization
Balance at January 1 6,737,988 1,508,584 1,026,686 3,797,791 13,071,049
Depreciation and amortization 1,300,883 776,322 355,034 1,579,048 4,011,287
Disposals – (320,616) – – (320,616)
Balance at December 31 8,038,871 1,964,290 1,381,720 5,376,839 16,761,720
Net Book Value at December 31 =3,140,819
P =443,498
P =810,846
P =2,962,305
P =7,357,468
P

11. Goodwill

Goodwill amounting to P =4.98 million in 2006 represents the excess of the acquisition cost of the
65% ownership in IRCL by the Parent Company in 2004, over the fair value of its identifiable net
assets at the date of acquisition. Additions to goodwill in 2007 amounting to P =100.87 million
relates to the excess of the acquisition cost over the ownership interest acquired by the Parent
Company in IGRL, IAPL, IRCL and LSML (see Note 9).

Movements in goodwill of the Group follow:

June 30, December 31,

2007 2006
Balance at January 1 P
=4,983,052 =4,983,052
P
Acquisition of subsidiaries, affiliates and
minority interest (Note 9) 100,872,824 –
Balance at December 31 P
=105,855,876 =4,983,052
P

12. Other Noncurrent Assets

This account consists of:

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Other investments P
=8,875,108 =8,875,108
P P
=8,875,108 =8,875,108
P
Refundable deposits 7,722,156 3,161,467 2,008,782 1,782,315
Software cost - net 2,316,538 2,557,741 2,316,538 2,557,741
Others 176,574 96,167 44,000 44,000
P
=19,090,376 =14,690,483
P P
=13,244,428 =13,259,164
P

*SGVMC110092*
 - 27 -

Other investments represent the Parent Company’s 74.9% equity interest in I-Remit Europe AG
(I-Remit AG) amounting to P =8.88 million. The Parent Company’s BOD approved its
incorporation on July 8, 2005 as a stock corporation to be organized and registered in Austria.

Accordingly, the Parent Company made an investment of P =3.60 million in July 18, 2005 and an
additional investment amounting to P =5.30 million in various dates in 2006. As of June 30, 2007,
the I-Remit AG has yet to start its operations. The financial statements of I-Remit AG were not
consolidated with the accounts of the Parent Company since the related accounts are not material
to the consolidated financial statements as a whole. The total assets of I-Remit AG represent
0.04% and 1.2% of the consolidated total assets of the Group as of June 30, 2007 and
December 31, 2006, respectively.

Movements in software cost - net of the Group and Parent Company follow:

June 30, December 31,

2007 2006
Cost
Balance at beginning of period P
=6,803,502 =5,399,474
P
Additions 405,215 1,404,028
Balance at end of period 7,208,717 6,803,502
Accumulated Amortization
Balance at beginning of period 4,245,761 3,327,267
Amortization 646,418 918,494
Balance at end of period 4,892,179 4,245,761
P
=2,316,538 =2,557,741
P

13. Beneficiaries and Other Payables

This account consists of:

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Advances from related parties
(Note 20) P
=197,676,966 =6,546,698
P P
=195,306,750 =13,467,059
P
Beneficiaries 50,842,563 2,424,232 50,842,563 2,424,232
Agents, couriers and trading clients 45,854,773 19,081,614 27,257,773 18,942,377
Accrued expenses 14,350,090 17,878,789 13,914,365 12,661,303
Others 11,683,270 10,983,796 9,833,100 9,035,667
P
=320,407,662 =56,915,129
P P
=297,154,551 =56,530,638
P

*SGVMC110092*
 - 28 -

14. Interest-Bearing Loans

This account includes the Parent Company’s unsecured, short-term interest-bearing peso-
denominated loans.

As of June 30, 2007, the outstanding loans payable of the Parent Company amounted to
=310.00 million. These loans are guaranteed by two of the Group’s stockholders.
P

As of December 31, 2006, the outstanding loans payable of the Parent Company amounted to
=493.50 million, wherein loans totaling P
P =393.50 million were guaranteed by two of the Group’s
stockholders.

As of June 30, 2007 and December 31, 2006, these loans bear annual interest rates ranging from
8.00% to 10.50% and 10.25% to 10.75%, respectively (see Note 17).

The Parent Company has unused credit facility amounting to P

=295.00 million and P
=67.50 million
as of June 30, 2007 and December 31, 2006, respectively.

15. Equity

The Parent Company’s capital stock consists of:

June 30, December 31,

2007 2006
Common stock - P=100 par value
Authorized - 2,000,000 shares
Subscribed - 1,000,000 shares (net of
subscription receivable of P
=50,000,000) P
=50,000,000 =50,000,000
P

Deposits on Future Stock Subscriptions

Movements in Deposits on future stock subscriptions of the Group and Parent Company follow:

June 30, December 31,

2007 2006
Balance at beginning of period P
=53,000,000 =53,000,000
P
Additional deposits 294,000,000 –
Balance at end of period P
=347,000,000 =53,000,000
P

As discussed in Note 1, on June 29, 2007, the Parent Company’s BOD approved the increase in
the Parent Company’s authorized capital stock from P =200.00 million divided into 2.00 million
shares and the decrease in par value of P
=100.00 per share to P
=1.00 billion divided into 1.00 billion
shares with par value of P
=1.00 per share. As of August 7, 2007, the Parent Company is in the
process of obtaining approval from the SEC of its amended articles of incorporation.

*SGVMC110092*
 - 29 -

The Parent Company’s BOD also approved the subscription of the existing stockholders to
=294.00 million worth of shares of the Parent Company at par value of P
P =1.00 per share out of the
=800.00 million increase in the Parent Company’s capital stock. The said subscription was paid
P
by the stockholders on various dates in June 2007. The payment was recorded as part of Deposits
for future stock subscriptions.

16. Other Operating Expenses

This account consists of:

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Repairs and maintenance P
=1,105,752 =976,201
P P
=306,014 =353,487
P
Taxes and licenses 1,034,219 1,037,702 853,136 860,475
Insurance 688,055 1,242,301 423,352 1,013,369
Association dues 605,465 1,020,310 605,465 1,020,310
Miscellaneous 671,960 3,646,377 613,920 840,000
P
=4,105,451 =7,922,891
P P
=2,801,887 =4,087,641
P

17. Other Charges

This account consists of:

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Interest expense (Notes 14 and 20) P
=15,417,063 =22,339,223
P P
=15,417,063 =22,339,223
P
Interest income (956,749) (1,111,298) (711,321) (987,985)
Others (3,294,652) (1,461,574) 473,917 95,842
P
=11,165,662 =19,766,351
P P
=15,179,659 =21,447,080
P

18. Retirement Plan

The Parent Company has an noncontributory defined benefit retirement plan covering
substantially all of its employees. Under this retirement plan, all covered employees are entitled to
cash benefits after satisfying age and service requirements.

Provisions for pension obligations are established for benefits payable in the form of retirement
pensions. Benefits are dependent on years of service and the respective employee’s final
compensation.

*SGVMC110092*
 - 30 -

The Parent Company determined its transitional liability for defined benefit plan merely as the
present value of the obligation since the Parent Company had no plan assets at the date of the
adoption. Transitional liability is amortized prospectively over five years starting on January 1,
2005.

The latest actuarial valuation report on the retirement plans is dated December 31, 2006.

The principal actuarial assumptions used in determining retirement liability for the Parent
Company as of January 1, 2007 and 2006 are as follow:

2007 2006
Discount rate 8.29% 12.60%
Future salary increases 10.00% 10.00%
Average remaining working life (in years) 29.3 29.3

Discount rate used to arrive at the present value of the obligation as of June 30, 2007 and
December 31, 2006 is 8.29%.

It is assumed that the average life expectancy beyond the retirement age of 60 is 30.7 years in
2007 and 2006.

The amounts recognized in the balance sheets are as follow:

June 30, December 31,

2007 2006
Present value of unfunded obligation P
=12,379,910 =10,688,426
P
Unrecognized amortization:
Actuarial loss (7,466,936) (7,579,183)
Transitional liability (630,568) (756,682)
Retirement Liability P
=4,282,406 =2,352,561
P

The movements in the present value of unfunded obligations recognized follow:

June 30, December 31,

2007 2006
Balance at beginning of year P
=10,688,426 =2,957,502
P
Current service cost 1,248,449 727,987
Interest cost 443,035 372,645
Actuarial loss – 6,630,292
Balance at end of year P
=12,379,910 =10,688,426
P

*SGVMC110092*
 - 31 -

The amount of retirement expense included in Salaries, wages and employee benefits in the
statements of income for the six months period ended June 30, 2007 and year ended December 31,
2006 is comprised of the following:

June 30, December 31,

2007 2006
Current service cost P
=1,248,449 =727,987
P
Interest cost 443,035 372,645
Actuarial loss recognized 112,247 22,522
Others – (375,909)
1,803,731 747,245
Amortization of transitional liability 126,114 252,227
P
=1,929,845 =999,472
P

The movements in the retirement liability recognized in the balance sheet follows:

June 30, December 31,

2007 2006
Balance at beginning of year P
=2,352,561 =1,353,089
P
Retirement expense 1,929,845 999,472
Balance at end of year P
=4,282,406 =2,352,561
P

The amounts of experience adjustments relating to the plan liabilities of the Parent Company are
as follow:

June 30, December 31,

2007 2006
Present value of unfunded obligation P
=12,379,910 =10,688,426
P
Changes in assumption – 6,424,574
Experience adjustments on plan liabilities – 205,718

19. Operating Lease Commitments

The Parent Company has operating lease agreements for its office space for a period of fifty-and-a
half (50 ½) months, which commenced on September 16, 2002 and expires on November 30,
2006. These leases have an escalation clause of 10% on the 13th month of the lease term and
every year thereafter and may be renewed under the terms and conditions mutually agreed upon by
the Parent Company and the lessor. On December 20, 2006, the lease contract was renewed for a
period of one year commencing on December 1, 2006 and to expire on November 30, 2007. The
Parent Company entered also into a lease agreement in December 2005 for additional office space
for a period of thirty-five months, which commenced on February 1, 2006 and expires on
January 31, 2009.

*SGVMC110092*
 - 32 -

On February 7, 2007, the Parent Company entered into another lease agreement for additional
office space for a period of thirty six (36) months commencing on February 1, 2007 to January 31,
2010 with a 10% escalation on the aggregate current monthly rental on the 13th and 25th month of
the lease term.

Rent expense pertaining to these leased office spaces by the Parent Company amounted to
=3.42 million for the six months period ended June 30, 2007 and P
P =5.39 million for the year ended
December 31, 2006 (see Note 20). Total rent expense of the Parent Company amounted to
=3.55 million and P
P =6.34 million for the six months ended June 30, 2007 and for the year ended
December 31, 2006, respectively.

The Group’s rent expense includes operating lease agreements entered into by the subsidiaries for
the use of its office spaces. Rent expense of the Group amounted to P
=9.05 million and
=17.87 million for the six months ended June 30, 2007 and for the year ended December 31, 2006,
P
respectively.

Future minimum rentals payable under non-cancelable operating leases are as follows:

Group Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Within one year P
=16,781,246 =27,547,841
P P
=3,822,276 =9,003,652
P
After one year but not more than five years 17,579,000 22,015,060 2,632,076 1,247,726
P
=34,360,246 =49,562,901
P P
=6,454,352 =10,251,378
P

20. Related Party Transactions

In the ordinary course of business, the Group engages in transactions with related parties
consisting primarily of the following:

(a) Delivery services for a fee, for the six months ended June 30, 2007 and for the year ended
December 31, 2006, with subsidiaries and associates are as follow:

June 30, December 31,

2007 2006
IRCL P
=13,467,284 =21,610,223
P
IGRL 12,114,631 –
IAPL & WEPL 9,883,584 –
ISPL 8,197,862 –
LSML 2,610,992 6,178,259
P
=46,274,353 =27,788,482
P

(b) The Parent Company leases office spaces from Oakridge Properties, a related party, wherein
rent expense amounted to P=3.42 million and P
=5.39 million for the six months ended June 30,
2007 and for the year ended December 31, 2006, respectively.

*SGVMC110092*
 - 33 -

(c) The Parent Company has office sharing arrangements with Surewell Enterprises, Ltd. in Hong
Kong and Surewell Equities Pte Ltd. in Singapore, which are both related parties of the Parent
Company.

(d) In 2007, the Parent Company opened a Peso bank account with Sterling Bank, a related party.
The balance of this account as of June 30, 2007 amounted to P
=0.18 million.

(e) Operating cash advances to/from stockholders, associates and companies owned by the
stockholders. The following table shows the details of advances to/from related parties:

Consolidated Parent Company

June 30, December 31, June 30, December 31,
2007 2006 2007 2006
Advances to related parties (Note 7):
Stockholders* P
=113,176,485 =50,816,452
P P
=112,584,863 =50,816,452
P
Confed Properties, Inc. – 38,073,663 – 38,073,663
Subsidiaries, associates and affiliates:
ISPL 64,727,518 5,295,045 64,727,518 5,295,045
I-Remit-USA 29,302,282 – 29,302,282 –
IRCL 20,866,484 – 119,656,997 114,763,837
IGRL 11,665,689 11,839,081 54,153,220 11,839,081
WEPL 9,602,781 – 9,602,781 –
I-Remit-Taiwan 3,621,708 3,099,737 3,621,708 3,099,737
IAPL 1,896,634 – 1,896,634 –
I-Remit-AG 236,932 – 236,932 –
LSML – – 7,942,785 9,473,846
P
=255,096,513 =109,123,978
P P
=403,725,720 =233,361,661
P
Advances from related parties (Note 13):
Stockholders** P
=121,881,966 =6,546,698
P P
=119,511,750 =–
P
Confed Properties, Inc.*** 49,000,000 – 49,000,000 –
Treasure Steel, Inc.*** 25,000,000 – 25,000,000 –
LSML – – – 13,467,059
Others*** 1,795,000 – 1,795,000 –
P
=197,676,966 =6,546,698
P P
=195,306,750 =13,467,059
P

* The total consideration on the purchase of certain investments in subsidiaries and associates, amounting
P102.35 million, was applied by the Parent Company to offset the advances made by the Parent Company to
=
the three directors and to Surewell Equities, Inc.
** A portion, amounting to P =20.34 million, from the June 30, 2007 balance pertains to interest-bearing operating
cash advances from one of the stockholders of the Group. Interest rate is 11.00%.
*** These are interest-bearing operating cash advances. Interest rates range from 8.00% to 10.50%

Compensation of Key Management Personnel of the Parent Company

The remuneration of directors and other members of key management for the six months period
ended June 30, 2007 and for year ended December 31, 2006 are as follow:

June 30, December 31,

2007 2006
Short-term benefits P
=5,971,499 =4,763,482
P
Post-employment benefits 2,162,180 336,879
P
=8,133,679 =5,100,361
P

*SGVMC110092*
 - 34 -

21. Registration with the Board of Investments

The Parent Company is registered with the BOI as a New Information Technology Service Firm in
the field of Information Technology Services (Remittance Infrastructure Systems) on a Non-
Pioneer Status under the Omnibus Investments Code of 1987. The registration entitles the Parent
Company to, among others, income tax holiday for four (4) years from November 12, 2001. On
February 7, 2006, the BOI approved to extend the Parent Company’s income tax holiday until
November 11, 2007.

The Parent Company is applying with the BOI for the registration of its business operations
pertaining to expansion programs that it will be embarking in the succeeding years. This will
entitle the Parent Company to avail of income tax holiday (ITH) incentive on the said expanded
portion of its operations for another three (3) years. The ITH will be based on the incremental
values of the Parent Company’s delivery fees and net foreign exchange gains over a base year to
be prescribed by the BOI.

22. Provision for Income Tax

Provision for income tax pertains to deferred tax expense or income relating to the origination and
reversal of temporary differences between tax expenses and accounting profit of LSML.

The Parent Company did not recognize any deferred tax asset on temporary difference pertaining
to retirement liability amounting to P
=4.28 million and P
=2.35 million as of June 30, 2007 and
December 31, 2006, respectively. Management of the Parent Company believes that it is not
highly probable that this temporary difference will be realized in the future.

A reconciliation of the Parent Company’s statutory income tax to the effective income tax follows:

June 30, December 31,

2007 2006
Statutory income tax P
=11,528,530 =14,940,931
P
Tax effects of:
Income tax holiday (12,203,976) (15,290,746)
Unrecognized deferred tax assets 675,446 349,815
Effective income tax P
=– =–
P

*SGVMC110092*
 - 35 -

23. Earnings Per Share

The basis for basic earnings per share is calculated as follows:

Consolidated
June 30, December 31,
2007 2006
a. Net income attributable to equity holders of
the Parent Company P
=39,887,958 =41,708,879
P
b. Weighted average number of outstanding
common shares 500,000 500,000
c. Basic earnings/dilutive per share (a/b) P
=79.78 =83.42
P

As of June 30, 2007, the proposed increase in capital stock and set up of Special Stock Purchase
Program (SSPP) did not have any impact on the Group’s earnings per share.

24. Subsequent Events

Dividend Declaration
The BOD has declared stock dividend worth P =43.0 million to its shareholders on July 20, 2007,
which declaration was subsequently ratified and confirmed by the Parent Company’s shareholders
during their annual meeting held on the same date. The record date is on August 19, 2007.

Special Stock Purchase Program

On July 20, 2007, the BOD approved the proposal to set up a SSPP totaling 15,000,000 shares for
the employees of the Parent Company who have been in the service for at least one (1) calendar
year as of June 30, 2007 (the Participants) as well as, BOD, resource persons and consultants of
the proponents of the Parent Company.

The shares subject of the SSPP shall be sold at par value or P

=1.00 per share payable in full and in
cash and subject to a lock-up period of two (2) years from date of issue. The sale is further subject
to the condition that should the officer or employee resign from the Parent Company prior to the
expiration of the lock-up period, the share purchased by such resigning employee or officer shall
be purchased at cost by the Parent Company’s Retirement Fund for the benefit of the Parent
Company’s retiring employees or officers.

A Notice of Exemption under Section 10.2 of the Securities Regulations Code has been filed with
the SEC on August 7, 2007, action thereon is expected shortly.

Remittance License of I-Remit AG

On July 25, 2007, the Financial Monetary Authority of Austria granted the remittance license of
I-Remit AG.

*SGVMC110092*
 - 36 -

25. Reclassification of Accounts

Certain receivables in 2006 financial statements have been reclassified to conform to the June 30,
2007 presentation of these receivables.

26. Notes to Statements of Cash Flows

The Parent Company’s principal noncash investing activity is the purchase of subsidiaries and
associates, amounting to P
=119. 53 million, wherein, P
=102.35 million was applied by the to offset
the advances from stockholders, and the P
=17.18 million was recorded under advances to
stockholders (see Notes 9 and 20).

27. Approval of Financial Statements

The accompanying financial statements were authorized for issue by the BOD on August 7, 2007.

*SGVMC110092*
 ASSURANCE AND ADVISORY
BUSINESS SERVICES

I-REMIT, INC. AND SUBSIDIARIES

Financial Statements
December 31, 2006 and 2005

and

Independent Auditors’ Report

SGV & CO
A MEMBER PRACTICE OF ERNST & YOUNG GLOBAL

Quality In Everything We Do

SYCIP GORRES VELAYO & CO.

*SGVMC109599*
SGV & CO SyCip Gorres Velayo & Co.
6760 Ayala Avenue
1226 Makati City
Philippines
Phone: (632) 891-0307
Fax: (632) 819-0872
www.sgv.com.ph
BOA/PRC Reg. No. 0001
SEC Accreditation No. 0012-FR-1

INDEPENDENT AUDITORS’ REPORT

The Stockholders and the Board of Directors

I-Remit, Inc.

We have audited the accompanying consolidated financial statements of I-Remit, Inc. and Subsidiaries
(the Group) and the parent company financial statements of I-Remit, Inc. (the Parent Company) which
comprise the balance sheets as at December 31, 2006 and 2005, and the statements of income,
statements of changes in equity and statements of cash flows for the years then ended, and a summary
of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Philippine Financial Reporting Standards. This responsibility includes: designing,
implementing and maintaining internal control relevant to the preparation and fair presentation of
financial statements that are free from material misstatement, whether due to fraud or error; selecting
and applying appropriate accounting policies; and making accounting estimates that are reasonable in
the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with Philippine Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.

SGV & Co is a member practice of Ernst & Young Global

*SGVMC109599*
 -2-

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Group and of the Parent Company as of December 31, 2006 and 2005, and its financial
performance and its cash flows for the years then ended in accordance with Philippine Financial
Reporting Standards.

SYCIP GORRES VELAYO & CO.

Aris C. Malantic
Partner
CPA Certificate No. 90190
SEC Accreditation No. 0326-A
Tax Identification No. 152-884-691
PTR No. 0267364, January 2, 2007, Makati City

March 23, 2007

*SGVMC109599*
I-REMIT, INC.
BALANCE SHEETS

Consolidated Parent Company

December 31
2006 2005 2006 2005

ASSETS

Current Assets
Cash on hand and in banks (Note 6) P
=360,253,279 =177,337,450
P P
=291,708,021 =134,340,987
P
Receivables (Note 7) 340,981,899 220,267,386 398,972,347 260,048,675
Other current assets (Note 8) 12,098,598 13,415,694 11,685,742 8,914,621
Total Current Assets 713,333,776 411,020,530 702,366,110 403,304,283

Noncurrent Assets
Investments in Subsidiaries (Note 9) – – 35,540,754 17,247,285
Property and equipment - net (Note 10) 12,185,182 10,201,394 7,357,468 6,760,855
Other noncurrent assets (Note 11) 19,673,535 13,309,810 13,259,164 7,013,781
Total Noncurrent Assets 31,858,717 23,511,204 56,157,386 31,021,921
P
=745,192,493 =434,531,734
P P
=758,523,496 =434,326,204
P

LIABILITIES AND EQUITY

Current Liabilities
Beneficiaries and other payables (Note 12) P
=56,915,129 =143,972,116
P P
=56,530,638 =130,763,919
P
Interest-bearing loans (Notes 13 and 19) 495,815,889 141,248,355 493,500,000 138,757,274
Total Current Liabilities 552,731,018 285,220,471 550,030,638 269,521,193

Noncurrent Liability
Retirement liability (Note 17) 2,352,561 1,353,089 2,352,561 1,353,089

Equity Attributable to Equity Holders of

Parent
Capital stock (Note 14) 50,000,000 50,000,000 50,000,000 50,000,000
Additional paid-in capital 60,000,000 60,000,000 60,000,000 60,000,000
Deposits on future stock subscriptions (Note 14) 53,000,000 53,000,000 53,000,000 53,000,000
Retained earnings (deficit) 24,418,276 (17,290,603) 43,140,297 451,922
Cumulative translation adjustment (540,481) (1,774) – –
186,877,795 145,707,623 206,140,297 163,451,922
Minority interest 3,231,119 2,250,551 – –
Total Equity 190,108,914 147,958,174 206,140,297 163,451,922
P
=745,192,493 =434,531,734
P P
=758,523,496 =434,326,204
P

See accompanying Notes to Financial Statements.

*SGVMC109599*
I-REMIT, INC.
STATEMENTS OF INCOME

Consolidated Parent Company

Years Ended December 31
2006 2005 2006 2005

REVENUE
Delivery fees (Note 19) P
=233,069,634 =164,066,018
P P
=158,532,479 =110,438,218
P
Foreign exchange gains - net 125,247,202 87,184,409 118,439,894 87,717,053
Other fees 462,448 306,977 462,448 306,977
358,779,284 251,557,404 277,434,821 198,462,248

COSTS OF SERVICES (Note 19)

Delivery charges 68,114,594 46,339,606 45,693,541 32,743,254
Bank charges 57,095,938 37,344,574 55,489,345 34,210,150
125,210,532 83,684,180 101,182,886 66,953,404

GROSS INCOME 233,568,752 167,873,224 176,251,935 131,508,844

Salaries, wages and employee benefits

(Notes 17 and 19) 79,519,764 61,848,104 49,258,526 38,994,266
Rental (Note 18) 17,868,977 15,191,681 6,344,151 5,101,327
Marketing 15,284,476 6,759,265 12,539,108 5,053,271
Professional fees 11,415,492 5,340,006 9,800,638 4,706,433
Communication, light and water 9,122,963 6,535,352 7,381,658 5,084,366
Supplies 7,839,875 4,039,131 5,030,243 2,993,375
Transportation and travel 7,204,722 3,097,420 5,051,087 1,500,666
Depreciation and amortization (Notes 10
and 11) 6,892,014 4,937,766 4,929,781 3,364,396
Entertainment, amusement and recreation 4,689,787 2,526,984 4,204,445 2,131,680
Bad debts 3,489,202 57,350 3,489,202 –
Other operating expenses (Note 15) 7,922,891 6,208,173 4,087,641 3,639,274
Other charges - net (Note 16) 19,766,351 21,526,768 21,447,080 22,663,947
TOTAL OPERATING EXPENSES 191,016,514 138,068,000 133,563,560 95,233,001

INCOME BEFORE TAX 42,552,238 29,805,224 42,688,375 36,275,843

PROVISION FOR INCOME TAX

(Note 21) 66,098 (122,713) – –

NET INCOME P
=42,486,140 =29,927,937
P P
=42,688,375 =36,275,843
P

ATTRIBUTABLE TO:
Equitable holders of the Parent Company P
=41,708,879 =31,591,625
P P
=42,688,375 =36,275,843
P
Minority interest 777,261 (1,663,688) – –

P
=42,486,140 =29,927,937
P P
=42,688,375 =36,275,843
P

See accompanying Notes to Financial Statements.

*SGVMC109599*
I-REMIT, INC.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

Consolidated
Equity attributable to equity holders of the parent
Deposit
Additional for Future Cumulative
Capital Stock Paid-in Subscription Surplus Translation Minority
(Note 14) Capital (Note 14) (Deficit) Adjustment Total Interest Total
Balance at December 31, 2005 =50,000,000 P
P =60,000,000 P =53,000,000 (P =17,290,603) (P
=1,774) =
P145,707,623 =2,250,551
P =147,958,174
P
Net income for the year – – – 41,708,879 – 41,708,879 777,261 42,486,140
Translation adjustment during the year – – – – (538,707) (538,707) 203,307 (335,400)
Total income and expenses recognized during
the year – – – 41,708,879 (538,707) 41,170,172 980,568 42,150,740
Balance at December 31, 2006 P
=50,000,000 P
=60,000,000 P
=53,000,000 P
=24,418,276 (P
=540,481) P
=186,877,795 P
=3,231,119 P
=190,108,914

Balance at December 31, 2004 =50,000,000

P =60,000,000
P =53,000,000
P (P
=48,882,228) =297,405 P
P =114,415,177 P3,909,304 =
= P118,324,481
Net income for the year – – – 31,591,625 – 31,591,625 (1,663,688) 29,927,937
Translation adjustment during the year – – – – (299,179) (299,179) 4,935 (294,244)
Total income and expenses recognized during
the year – – – 31,591,625 (299,179) 31,292,446 (1,658,753) 29,633,693
Balance at December 31, 2005 =50,000,000
P =60,000,000
P =53,000,000
P (P
=17,290,603) (P
=1,774) P
=145,707,623 P2,250,551 P
= =147,958,174

*SGVMC109599*
 -2-

Parent Company
Deposit
Additional for Future
Capital Stock Paid-in Subscription Surplus
(Note 14) Capital (Note 14) (Deficit) Total
Balance at December 31, 2005 =50,000,000
P =60,000,000
P =53,000,000
P =451,922
P =163,451,922
P
Net income for the year – – – 42,688,375 42,688,375
Balance at December 31, 2006 P
=50,000,000 P
=60,000,000 P
=53,000,000 P
=43,140,297 P
=206,140,297

Balance at December 31, 2004 =50,000,000

P =60,000,000
P =53,000,000
P (P
=35,823,921) =127,176,079
P
Net income for the year – – – 36,275,843 36,275,843
Balance at December 31, 2005 =50,000,000
P =60,000,000
P =53,000,000
P =451,922
P =163,451,922
P

See accompanying Notes to Financial Statements.

*SGVMC109599*
I-REMIT, INC.
STATEMENTS OF CASH FLOWS

Consolidated Parent Company

December 31
2006 2005 2006 2005
CASH FLOWS FROM OPERATING
ACTIVITIES
Income before tax P
=42,552,238 =29,805,224
P P
=42,688,375 =36,275,843
P
Adjustments for:
Interest expense (Note 16) 22,339,223 23,374,760 22,339,223 23,374,760
Depreciation and amortization (Notes 10
and 11) 6,892,014 4,937,766 4,929,781 3,364,396
Provision for retirement expense (Note 17) 999,472 1,162,251 999,472 1,162,251
Interest income (987,985) (587,869) (987,985) (461,007)
Changes in operating assets and liabilities
Decrease (increase) in:
Receivables (120,714,513) 33,915,925 (138,923,672) (18,151,781)
Other current assets 1,317,096 77,314,491 (2,771,121) 81,343,176
Increase (decrease) in beneficiaries
and other payables (88,478,943) 15,645,337 (93,948,706) 26,063,354
Cash provided by (used in) operations (136,081,398) 185,567,885 (165,674,633) 152,970,992
Interest received 987,985 587,869 987,985 461,007
Interest paid (20,917,267) (23,477,495) (20,917,267) (23,477,495)
Net cash provided by (used in) operating
activities (156,010,680) 162,678,259 (185,603,915) 129,954,504
CASH FLOWS FROM INVESTING
ACTIVITIES
Acquisition of property and equipment
(Note 10) (8,688,361) (3,696,048) (4,987,284) (3,114,890)
Proceeds from disposal of property and
Equipment (Note 10) 379,384 76,620 379,384 –
Acquisition of software (Note 11) (1,404,028) (2,081,105) (1,404,028) (2,081,105)
Increase in other noncurrent assets (5,944,289) (3,739,166) (5,759,849) (3,784,513)
Net cash used in investing activities (15,657,294) (9,439,699) (11,771,777) (8,980,508)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from (payment of) interest-bearing
loans 354,567,534 (123,679,974) 354,742,726 (123,643,226)
Increase (decrease) in translation adjustments 16,269 (241,886) – –
Net cash provided by (used in) financing
activities 354,583,803 (123,921,860) 354,742,726 (123,643,226)
NET INCREASE (DECREASE) IN CASH
ON HAND AND IN BANKS 182,915,829 29,316,700 157,367,034 (2,669,230)
CASH ON HAND AND IN BANKS AT
BEGINNING OF YEAR 177,337,450 148,020,750 134,340,987 137,010,217
CASH ON HAND AND IN BANKS AT END
OF YEAR P
=360,253,279 =177,337,450
P P
=291,708,021 =134,340,987
P

See accompanying Notes to Financial Statements.

*SGVMC109599*
I-REMIT, INC.
NOTES TO FINANCIAL STATEMENTS

1. Corporate Information

I-Remit, Inc. (the Parent Company) was incorporated in the Philippines. The Parent Company
was registered with the Securities and Exchange Commission on March 5, 2001 and started
commercial operations on November 1, 2001. The Parent Company, which is domiciled in the
Philippines, has its registered office and principal place of business at 26/F Discovery Centre,
ADB Avenue, Ortigas Center, Pasig City.

The Parent Company and its subsidiaries, International Remittance (Canada) Ltd. or IRC and
Lucky Star Management Limited or LSML (collectively referred to as the Group) are primarily
engaged in the business of fund transfer and remittance services of any form or kind of currencies
or monies, either by electronic, telegraphic, wire or any other mode of transfer; as well as
undertake the delivery of such funds or monies, both in the domestic and international market, by
providing either courier or freight forwarding services; and conduct foreign exchange transactions
as may be allowed by law and other allied activities relative thereto.

2. Accounting Policies

Basis of Preparation
The consolidated financial statements and parent company financial statements have been
prepared on a historical cost basis and are presented in Philippine Peso, the Parent Company’s
functional and reporting currency.

Statement of Compliance
The consolidated financial statements of Group and the Parent Company’s financial statements
have been prepared in accordance with Philippine Financial Reporting Standards (PFRS).

Basis of Consolidation
The consolidated financial statements include the financial statements of the Parent Company and
the following majority-owned subsidiaries (mentioned in Note 1):

Country of Effective Percentage of Ownership

Subsidiary Incorporation 2006 2005
International Remittance (Canada) Ltd. Canada 95.00 65.00
Lucky Star Management Ltd. Hong Kong 51.00 51.00

The financial statements of the subsidiaries are prepared for the same reporting year of the Parent
Company using consistent accounting policies.

All intra-group balances, transactions, income and expense and profit and losses resulting from
intra-group transactions are eliminated in full.

*SGVMC109599*
 -2-

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease
to be consolidated from the date on which control is transferred out of the Group. Control is
achieved where the Group has the power to govern the financial and operating policies of an entity
so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated
statements of income from the date of acquisition or up to the date of disposal, as appropriate.

Minority Interests
Minority interests represent the portion of net income or loss and the net assets not held by the
Group and are presented separately in the consolidated statements of income and within equity in
the consolidated balance sheet, separately from equity attributable to equity holders of parent
company. Acquisitions of minority interests are accounted for using the entity concept method,
whereby the difference between the consideration and the book value of the share of the net assets
acquired is recognized as an equity transaction.

Changes in Accounting Policies

The accounting policies adopted are consistent with those of the previous financial year except as
follows:

Amendments to PFRSs and Philippine Interpretation effective in 2006

The Group has adopted the following amendments to PFRS and Philippine Interpretation during
the year. The adoption of these revised standards and interpretations did not have any effect on
the financial statements of the Group but gave rise to additional disclosures in the financial
statements.

· Philippine Accounting Standards (PAS) 19 Amendment-Employee Benefits

· PAS 21 Amendment-The Effects of Changes in Foreign Exchange Rates
· PAS 39 Amendments-Financial Instruments: Recognition and Measurement
· Philippine Interpretation IFRIC-4, Determining whether an Arrangement contains a Lease

Philippine Interpretation early adopted

The Group has also early adopted Philippine Interpretation IFRIC–9, Reassessment of Embedded
Derivatives.

The principal effects of these changes, if any, are as follows:

PAS 19, Employee Benefits

Amendment for actuarial gains and losses, group plans and disclosures. As of January 1, 2006,
the Group adopted the amendments to PAS 19. As a result, additional disclosures on the financial
statements are made, starting in 2006, to provide information about trends in the assets and
liabilities in the defined benefit plans and the assumptions underlying the components of the
defined benefit cost. This change has no recognition nor measurement impact, as the Group chose
not to apply the new option offered to recognize actuarial gains and losses outside of the
statements of income.

*SGVMC109599*
 -3-

PAS 21, The Effects of Changes in Foreign Exchange Rates

Amendment for net investment in a foreign operation. As of January 1, 2006, the Group adopted
the amendments to PAS 21. As a result, all exchange differences arising from a monetary item that
forms part of the Group’s net investment in a foreign operation are recognized in a separate
component of equity in the consolidated financial statements regardless of the currency in which
the monetary item is denominated. This change has no significant impact on the financial
statements.

PAS 39, Financial Instruments: Recognition and Measurement

Amendment for financial guarantee contracts. This amended the scope of PAS 39 to require
financial guarantee contracts that are not considered to be insurance contracts to be recognized
initially at fair value and to be remeasured at the higher of the amount determined in accordance
with PAS 37, Provisions, Contingent Liabilities and Contingent Assets and the amount initially
recognized less, when appropriate, cumulative amortization recognized in accordance with
PAS 18, Revenue. This amendment did not have an effect on the financial statements.

Amendment for cash flow hedge accounting of forecast intragroup transactions. This amended
PAS 39 to permit the foreign currency risk of a highly probable intra-group forecast transaction to
qualify as the hedged item in a cash flow hedge, provided that the transaction is denominated in a
currency other than the functional currency of the entity entering into that transaction and that the
foreign currency risk will affect the consolidated statements of income. As the Group currently has
no such transactions, the amendment did not have an affect on the financial statements.

Amendment for the fair value option. This amended PAS 39 to restrict the use of the option to
designate any financial asset or any financial liability to be measured at fair value through the
statement of income. As the Group has no financial asset and financial liability designated at
FVPL, this amendment had no significant impact on the Group’s financial statements.

Philippine Interpretation IFRIC-4, Determining Whether an Arrangement contains a Lease

This Interpretation provides guidance in determining whether arrangements contain a lease to
which lease accounting must be applied. This Interpretation had no impact on the financial
statements.

Philippine Interpretation IFRIC-9, Reassessment of Embedded Derivatives

This Interpretation becomes effective for financial years beginning on or after June 1, 2006. It
establishes that the date to assess the existence of an embedded derivative is the date an entity first
becomes a party to the contract, with reassessment only if there is a change to the contract that
significantly modifies the cash flows. The Group assessed that adoption of this interpretation had
no impact on the financial statements.

The following Philippine Interpretations are effective for annual periods beginning on or after
January 1, 2006 but are not relevant to the Group:

· Philippine Interpretation IFRIC-5, Rights to Interests Arising from Decommissioning

Restoration and Environmental Rehabilitation Funds
· Philippine Interpretation IFRIC-6, Liabilities arising from Participating in a Specific Market -
Waste Electrical and Electronic Equipment

*SGVMC109599*
 -4-

Significant Accounting Policies

Foreign Currency Translation

The consolidated financial statement and parent company financial statement are presented in
Philippine Peso, which is the Parent Company’s functional and reporting currency. Each
subsidiary in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency.

Transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the functional currency rate of exchange ruling at the balance sheet date. All
differences are taken to the statement of income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates as at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was determined. Any goodwill arising on the acquisition of foreign operation
and any fair value adjustments to the carrying amounts of assets and liabilities arising on the
acquisition are treated as assets and liabilities of the foreign operation and translated at the closing
rate.

Group companies
As at the reporting date, the assets and liabilities of subsidiaries are translated into the Parent
Company’s presentation currency (the Philippine peso) at the rate of exchange ruling at the
statement of condition date, and their income and expenses are translated at the weighted average
exchange rates for the year. Exchange differences arising on translation are taken directly to a
separate component of equity. On disposal of a foreign entity, the deferred cumulative amount
recognized in equity relating to the particular foreign operation is recognized in the statement of
income.

Financial instruments - initial recognition and subsequent measurement

Date of recognition
Purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or market convention are recognized on the settlement date.

Initial recognition of financial instruments

All financial assets, including trading and investment securities and loans and receivables, are
initially recognized at fair value. Except for securities at FVPL, the initial measurement of
financial assets includes transaction costs. The Group classifies its financial assets in the
following categories: securities at FVPL, held-to-maturity (HTM) investments, AFS investments,
and receivables. The classification depends on the purpose for which the investments were
acquired and whether they are quoted in an active market. Management determines the
classification of its investments at initial recognition and, where allowed and appropriate, re-
evaluates such designation at every reporting date.

As of December 31, 2006 and 2005, the Group had no FVPL, HTM and AFS investments.

*SGVMC109599*
 -5-

Determination of fair value

The fair value for financial instruments traded in active markets at the statement of condition date
is based on their quoted market prices or dealer price quotations (bid price for long positions and
ask price for short positions), without any deduction for transaction costs. When current bid and
asking prices are not available, the price of the most recent transaction provides evidence of the
current fair value as long as there has not been a significant change in economic circumstances
since the time of the transaction.

For all other financial instruments not listed in an active market, the fair value is determined by
using appropriate valuation techniques. Valuation techniques include net present value
techniques, comparison to similar instruments for which market observable prices exist, option
pricing models, and other relevant valuation models.

Receivables
Receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. After initial measurement loans and receivables are subsequently
carried at amortized cost using the effective interest rate (EIR) method less any allowance for
impairment. Amortized cost is calculated taking into account any discount or premium on
acquisition and includes fees that are an integral part of the EIR and transaction costs. Gains and
losses are recognized in the statement of income when loans and receivables are derecognized or
impaired, as well as through the amortization process.

Derecognition of Financial Instruments

Financial Asset
A financial asset (or, where applicable a part of a financial asset or part of a group of similar
financial assets) is derecognized when:
· The rights to receive cash flows from the asset have expired;
· The Group retains the right to receive cash flows from the asset, but has assumed an
obligation to pay them in full without material delay to a third part under a ‘pass through’
arrangement; or
· The Group has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred
nor retained substantially all the risks and rewards of the asset, but has transferred control
of the asset.

Where the Group has transferred its right to receive cash flows from an asset and has neither
transferred nor retained substantially all the risks and rewards of the asset nor transferred control
of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the
asset. Continuing involvement that takes the form of a guarantee over the transferred asset is
measured at the lower of the original carrying amount of the asset and the maximum amount of
consideration that the Group could be required to repay.

*SGVMC109599*
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Financial Liability
A financial liability is derecognized when the obligation under the liability is discharged,
cancelled or expires. Where an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective carrying amounts is
recognized in the statement of income.

Offsetting Financial Instruments

Financial assets and financial liabilities are offset and the net amount reported in the balance
sheets if, and only if, there is a currently enforceable legal right to offset the recognized amounts
and there is an intention to settle on a net basis, or to realize the asset and settle the liability
simultaneously. This is not generally the case with master netting agreements, and the related
assets and liabilities are presented gross in the balance sheets.

Impairment of Financial Assets

The Group assesses at each balance sheet date whether a financial asset or group of financial
assets is impaired.

Assets carried at amortized cost

If there is objective evidence that an impairment loss on loans and receivables carried at amortized
cost has been incurred, the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows (excluding future credit
losses that have not been incurred) discounted at the financial asset’s original EIR (i.e. the EIR
computed at initial recognition). The carrying amount of the asset is reduced through use of an
allowance account. The amount of the loss shall be recognized in the statement of income.

The Group first assesses whether objective evidence of impairment exists individually for
financial assets that are individually significant, and individually or collectively for financial
assets that are not individually significant. If it is determined that no objective evidence of
impairment exists for an individually assessed financial asset, whether significant or not, the asset
is included in a group of financial assets with similar credit risk characteristics and that group of
financial assets is collectively assessed for impairment. Assets that are individually assessed for
impairment and for which an impairment loss is or continues to be recognized are not included in
a collective assessment of impairment.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognized, the previously
recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is
recognized in the statement of income, to the extent that the carrying value of the asset does not
exceed its amortized cost at the reversal date.

In relation to trade receivables, a provision for impairment is made when there is objective
evidence (such as the probability of insolvency or significant financial difficulties of the debtor)
that the Group will not be able to collect all of the amounts due under the original terms of the
invoice. The carrying amount of the receivable is reduced through use of an allowance account.
Impaired debts are derecognized when they are assessed as uncollectible.

*SGVMC109599*
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Beneficiaries and Other Payables and Interest-Bearing Loans

Issued financial instruments or their components, which are not designated at FVPL, if any, are
classified as liabilities under ‘Beneficiaries and other payables’ and ‘Interest-bearing loans’ or
other appropriate financial liability accounts, where the substance of the contractual arrangement
results in the Group having an obligation either to deliver cash or another financial asset to the
holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash or another
financial asset for a fixed number of own equity shares. The components of issued financial
instruments that contain both liability and equity elements are accounted for separately, with the
equity component being assigned the residual amount after deducting from the instrument as a
whole the amount separately determined as the fair value of the liability component on the date of
issue.

After initial recognition, beneficiaries and other payables and interest-bearing loans not qualified
as and not designated as FVPL, are subsequently measured at amortized cost using the effective
interest rate method. Amortized cost is calculated by taking into account any discount or premium
on the issue and fees that are an integral part of the effective interest rate.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand and in banks
which are convertible to known amount of cash with original maturities of three months or less
from dates of placements and that are subject to insignificant risk of changes in value.

Investments in Subsidiaries
Investments in subsidiaries in the Parent Company’s financial statements are accounted for
similarly as investments in associates under the cost method. A subsidiary is an enterprise that is
controlled by the Parent Company and whose accounts are included in the Group financial
statements.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization and any
impairment in value.

The initial cost of property and equipment comprises its purchase price and any directly
attributable costs of bringing the property and equipment to its working condition and location for
its intended use.

Expenditures incurred after the property and equipment have been put into operation, such as
repairs and maintenance are normally charged to operations in the period in which the costs are
incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in
an increase in the future economic benefits expected to be obtained from the use of an item of
property and equipment beyond its originally assessed standard of performance, the expenditures
are capitalized as an additional cost of property and equipment.

*SGVMC109599*
 -8-

Depreciation is calculated on a straight-line basis over the estimated useful life of the property and
equipment as follows:

Office and communication equipment 3 years

Transportation and delivery equipment 3 to 5 years
Furniture and fixtures 3 to 5 years

Leasehold improvements are amortized over the estimated useful life of the improvements of
5 years or the term of the lease, whichever is shorter.

The useful life and depreciation and amortization method are reviewed periodically to ensure that
the period and method of depreciation and amortization are consistent with the expected pattern of
economic benefits from items of property and equipment.

Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is fair value as at the date of acquisition.
Following initial recognition, intangible assets are carried at cost less any accumulated
amortization and any accumulated impairment losses. Internally generated intangible assets,
excluding capitalized development costs, are not capitalized and expenditure is reflected in the
statement of income in the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangibles assets with finite lives are amortized over the useful economic life and assessed for
impairment whenever there is an indication that the intangible assets may be impaired. The
amortization period and the amortization method for an intangible asset with a finite useful life is
reviewed at least at each financial year-end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset is accounted for by
changing the amortization period or method, as appropriate, and treated as changes in accounting
estimates. The amortization expense on intangible assets with finite lives is recognized in the
statement of income in the expense category consistent with the function of the intangible asset.
Intangible assets with indefinite useful lives are tested for impairment annually either individually
or at the cash generating unit level. Such intangibles are not amortized. The useful life of an
intangible asset with an indefinite life is reviewed annually to determine whether indefinite life
assessment continues to be supportable. If not, the change in the useful life assessment from
indefinite to finite is made on a prospective basis.

Gains or losses arising from the derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognized in the
statement of income when the asset is derecognized.

Software Costs
Software costs included under the other noncurrent assets account in the Group’s balance sheets
are carried at cost less accumulated amortization and any impairment in value. Software costs are
amortized on a straight-line basis over the estimated useful life of the assets of 3 years.

*SGVMC109599*
 -9-

Goodwill
Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is
recognized as goodwill. Goodwill represents the excess of the acquisition cost of the 65%
ownership in International Remittance (Canada) Ltd. by the Parent Company in 2004, over the fair
value of its identifiable net assets at the date of acquisition. Following initial recognition,
goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for
impairment annually (see accounting policy on Impairment of Non-Financial Assets).

Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset’s recoverable amount. An assets recoverable amount is
the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use
and is determined for an individual asset, unless the asset does not generate cash flows that are
largely independent of those from other assets or groups of assets. Where the carrying amount of
an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. In determining fair value less costs to sell,
an appropriate valuation model is used. These calculations are corroborated by valuation
multiples, quoted share prices for publicly traded subsidiaries or other available fair value
indicators.

Impairment losses of continuing operations are recognized in the statement of income in those
expense categories consistent with the function of the impaired asset, except for property
previously revalued where the revaluation was taken to equity. In this case the impairment is also
recognized in equity up to the amount of any previous revaluation.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is
any indication that previously recognized impairment losses may no longer exist or may have
decreased. If such indication exists, the Group makes an estimate of recoverable amount. A
previously recognized impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognized. If
that is the case the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is
recognized in the statement of income unless the asset is carried at revalued amount, in which case
the reversal is treated as a revaluation increase. Impairment losses recognized in relation to
goodwill are not reversed for subsequent increases in its recoverable amount.

*SGVMC109599*
 - 10 -

The following criteria are also applied in assessing impairment of specific assets:

Goodwill
Goodwill is reviewed for impairment, annually or more frequently if events or changes in
circumstances indicate that the carrying value may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of the cash-generating
unit (or group of cash-generating units), to which the goodwill relates. The impairment on
goodwill is determined by comparing (a) the carrying value of goodwill plus the net tangible
assets of the associate and (b) the recoverable amount which is the present value of the annual
projected cash flows for five years and the present value of the terminal value of the movement of
balance sheet accounts of the associate computed under the discounted cash flow method. Where
the recoverable amount of the cash-generating unit (or group of cash-generating units) is less than
the carrying amount of the cash-generating unit (or group of cash-generating units) to which the
goodwill has been allocated, an impairment loss is recognized. Impairment losses relating to
Goodwill cannot be reversed in future periods. The Group performs its annual impairment test of
goodwill as at December 31.

Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Where the Group expects a provision to be reimbursed, the reimbursement is
recognized as a separate asset but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the statement of income net of any reimbursement. If the
effect of the time value of money is material, provisions are discounted using a current pre tax rate
that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the
increase in the provision due to the passage of time is recognized as a finance cost.

Contingent Liabilities and Contingent Assets

Contingent liabilities are not recognized in the financial statements. They are disclosed unless the
possibility of an outflow of resources embodying economic benefits is remote. A contingent asset
is not recognized in the financial statements but disclosed when an inflow of economic benefits is
probable.

Retirement Costs
The Company has an unfunded and defined benefit retirement plan covering its permanent
employees.

The retirement cost of the Company is determined using the projected unit credit method. Under
this method, the current service cost is the present value of retirement benefits payable in the
future with respect to services rendered in the current period. Under PAS 19, the liability
recognized in the balance sheet in respect of defined benefit pension plans (Note 16) is the present
value of the defined benefit obligation at the balance sheet date less the fair value of plan assets,
together with adjustments for unrecognized actuarial gains or losses and past service costs.

*SGVMC109599*
 - 11 -

The defined benefit obligation is calculated annually by an independent actuary using the
projected unit credit method. The present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using interest rate on government bonds that have
terms to maturity approximating the terms of the related retirement liability. Actuarial gains and
losses arising from experience adjustments and changes in actuarial assumptions are credited to or
charged against income when the net cumulative unrecognized actuarial gains and losses at the
end of the previous period exceeded 10% of the higher of the defined benefit obligation and the
fair value of plan assets at that date. These gains or losses are recognized over the expected
average remaining working lives of the employees participating in the plan.

Past-service costs, if any, are recognized immediately in income, unless the changes to the pension
plan are conditional on the employees remaining in service for a specified period of time (the
vesting period). In this case, the past-service costs are amortized on a straight-line basis over the
vesting period.

The defined benefit asset or liability comprises the present value of the defined benefit obligation
less past service costs not yet recognized and less the fair value of plan assets out of which the
obligations are to be settled directly. The value of any asset is restricted to the sum of any past
service cost not yet recognized and the present value of any economic benefits available in the

form of any economic benefits available in the form of refunds from the plan or reductions in the
future contributions to the plan.

The Company intends to set up a retirement plan qualified by the Bureau of Internal Revenue in
2004 at which time the Company shall have been in operations for six years. Under Republic Act
(RA) No. 7541, its applicability is effective on the 5th year of an employee’s tenure, provided that
the employee is 60 years old but not more than 65 years old.

Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of
the arrangement at the inception date of whether the fulfillment of the arrangement is dependent
on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A
reassessment is made after inception of the lease only if one of the following applies:
a. There is a change in contractual terms, other than a renewal or extension of the
arrangement;
b. A renewal option is exercised or extension granted, unless the term of the renewal or
extension was initially included in the lease term;
c. There is a change in the determination of whether fulfillment is dependent on a specified
asset; or
d. There is a substantial change to the asset.

Whether a reassessment is made, lease accounting shall commence or cease from the date when
the change in circumstances gave rise to the reassessment for scenarios a, b, or d and at the date of
renewal or extension for scenario b.

*SGVMC109599*
 - 12 -

For arrangements entered into prior to January 1, 2006, the date of inception is deemed to be
January 1, 2006 in accordance with the transitional requirements of Philippine Interpretations
IFRIC 4.

Group as a lessee
Leases where the lesser retains substantially all the risks and benefits of ownership of the asset are
classified as operating lease. Operating lease payments are recognized as expense in the
statements of income on a straight-line basis over the lease term.

Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured. Revenue is measured at fair value of the
consideration received, excluding discounts, rebates, and other indirect taxes or duty. The
following specific recognition criteria must also be met before revenue is recognized:

Rendering of services
Revenue from delivery fees is recognized when the service is rendered.

Interest income
Revenue is recognized as interest accrues (using the effective interest method that is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial
instrument to the net carrying amount of the financial asset).

Taxes
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or substantively enacted by the
balance sheet date.

Current income tax relating to items recognized directly in equity is recognized in equity and not
in the statement of income.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:
· Where the deferred income tax liability arises from the initial recognition of goodwill or
of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and
· In respect of taxable temporary differences associated with investments in subsidiaries
where the timing of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable future.

*SGVMC109599*
 - 13 -

Deferred income tax assets are recognized for all deductible temporary differences, carry forward
of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward of unused
tax credits and unused tax losses can be utilized except:
· Where the deferred income tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transactions that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and
· In respect of deductible temporary differences associated with investments in subsidiaries
and associates, deferred income tax assets are recognized only to the extent that is
probable that the temporary differences will reverse in the foreseeable future and taxable
profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income
tax assets are reassessed at each balance sheet date and are recognized to the extent that it has
become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply
to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws)
that have been enacted or substantively enacted at the balance sheet date.

Deferred income tax relating to items recognized directly in equity is recognized in equity and not
in the statement of income.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable
right exists to set off current tax assets against current income tax liabilities and the deferred
income taxes related to the same taxable entity and the same taxation authority.

Borrowing Costs
Borrowing costs are recognized as an expense when incurred.

Subsequent Events
Any post year-end events that provide additional information about the Group’s position at
balance sheet date (adjusting events) are reflected in the financial statements. Post year-end
events that are non-adjusting events when material are disclosed in the financial statements.

*SGVMC109599*
 - 14 -

Future Changes in Accounting Policies

The Company has not yet applied the following PFRS and Philippine Interpretations which are not
yet effective for the year ended December 31, 2006:

PFRS 7, Financial Instruments: Disclosures, and the complementary amendment to PAS 1,

Presentation of Financial Statements: Capital Disclosures (effective for annual periods beginning
on or after January 1, 2007)
PFRS 7 introduces new disclosures to improve the information about financial instruments. It
requires the disclosure of qualitative and quantitative information about exposure to risks arising
from financial instruments, including specified minimum disclosures about credit risk, liquidity
risk and market risk, as well as sensitivity analysis to market risk. It replaces PAS 30, Disclosures
in the Financial Statements of Banks and Similar Financial Institutions, and the disclosure
requirements in PAS 32, Financial Instruments: Disclosure and Presentation. It is applicable to
all entities that report under PFRS. The amendment to PAS 1 introduces disclosures about the
level of an entity’s capital and how it manages capital. The Company is currently assessing the
impact of PFRS 7 and the amendment to PAS 1 and expects that the main additional disclosures
will be the sensitivity analysis to market risk and the capital disclosures required by PFRS 7 and
the amendment to PAS 1. The Company will apply PFRS 7 and the amendment to PAS 1 in 2007.

PFRS 8, Operating Segments (effective for annual periods beginning on or after January 1, 2009)
This PFRS adopts a management approach to reporting segment information. PFRS 8, will replace
PAS 14, Segment Reporting, and is required to be adopted only by entities whose debt or equity
instruments are publicly traded, or are in the process of filing with the SEC for purposes of issuing
any class of instruments in a public market. The Company is not required and will not adopt
PFRS 8.

Philippine Interpretation IFRIC–7, Applying the Restatement Approach under PAS 29, Financial
Reporting in Hyperinflationary Economies (effective for annual periods beginning on or after
March 1, 2006)
This Interpretation provides guidance on how to apply PAS 29 when an economy first becomes
hyperinflationary, in particular the accounting for deferred income tax. The Interpretation has no
impact on the financial statements of the Company.

Philippine Interpretation IFRIC–8, Scope PFRS 2 (effective for annual periods beginning on or
after May 1, 2006)
This Interpretation requires PFRS 2 to be applied to any arrangements where equity instruments
are issued for consideration which appears to be less than fair value. As equity instruments are
only issued to employees in accordance with the employee share scheme, the Interpretation has no
impact on the financial position of the Company.

Philippine Interpretation IFRIC–10, Interim Financial Reporting and Impairment (effective for
annual periods beginning on or after November 1, 2006)
This Interpretation prohibits the reversal of impairment losses on goodwill and AFS equity
investments recognized in the interim financial reports even if impairment is no longer present at
the annual balance sheet date. This Interpretation has no impact to the financial statements of the
Company.

*SGVMC109599*
 - 15 -

Philippine Interpretation IFRIC–11, PFRS 2 Company and Treasury Share Transactions (effective
for annual periods beginning on or after March 1, 2007)
This Interpretation requires arrangements whereby an employee is granted rights to an entity’s
equity instruments to be accounted for as an equity-settled scheme by the entity even if (a) the
entity chooses or is required to buy those equity instruments (e.g., treasury shares) from another
party, or (b) the shareholder(s) of the entity provide the equity instruments needed. It also provides
guidance on how subsidiaries, in their separate financial statements, account for such schemes
when their employees receive rights to the equity instruments of the parent. The Company
currently does not have any stock option plan and therefore, does not expect this interpretation to
have significant impact to its financial statements.

Philippine Interpretation IFRIC-12, Service Concession Arrangements, (effective for annual

periods beginning on or after January 1, 2008).
This Interpretation covers contractual arrangements arising from private entities providing public
services and is not relevant to the Company’s current operations.

3. Significant Accounting Judgments and Estimates

The preparation of the financial statements in accordance with PFRS requires the Group to make
judgments and estimates that affect the reported amounts of assets, liabilities, income and
expenses and disclosure of contingent assets and contingent liabilities. Future events may occur
which will cause the judgments and assumptions used in arriving at the estimates to change. The
effects of any change in judgments and estimates are reflected in the financial statements as they
become reasonably determinable.

Judgments and estimates are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.

Judgments
a. Operating Leases
The Group has entered into a commercial property leases as a lessee for its office premises.
The Group has determined that the lessor retained all the significant risks and rewards of
ownership of these properties.

b. Fair value measurement of financial assets and financial liabilities

The fair values of financial instruments that are not quoted in active markets are determined
using valuation techniques. The fair values of financial assets and financial liabilities of the
Company approximate their market values since these are short-term in nature.

*SGVMC109599*
 - 16 -

Estimates
a. Impairment losses of receivables
The Group reviews its problem receivables at each reporting date to assess whether an
allowance for impairment should be recorded in the statements of income. In particular,
judgment by management is required in the estimation of the amount and timing of future cash
flows when determining the level of allowance required. Such estimates are based on
assumptions about a number of factors and actual results may differ, resulting in future
changes to the allowance.

In addition to specific allowance against individually significant receivables, the Group also
makes a collective impairment allowance against exposures which, although not specifically
identified as requiring a specific allowance, have a greater risk of default than when originally
granted. This collective allowance is based on any deterioration in the internal rating of the
loan or investment since it was granted or acquired. These internal ratings take into
consideration factors such as any deterioration in country risk, industry, and technological
obsolescence, as well as identified structural weaknesses or deterioration in cash flows.

As of December 31, 2006 and 2005, no allowance for impairment losses on receivables are
recorded since the Company assessed that there were no objective evidence of impairment on
the receivables. Receivables are carried at P
=341.0 million and P
=220.3 million as of December
31, 2006 and 2005, for the Group, respectively, and P
=399.0 million and P
=260.1 million as of
December 31, 2006 and 2005, for the Parent Company, respectively.

b. Recoverability of deferred income taxes

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that
taxable profit will be available against which the losses can be utilized. Significant
management judgment is required to determine the amount of deferred tax assets that can be
recognized, based upon the likely timing and level of future taxable profits together with
future tax planning strategies.

The Company believes that it is not highly probable that certain temporary differences will be
realized in the future since the Parent Company is currently under income tax holiday.

c. Present value of retirement obligation

The cost of defined benefit pension plan and other post employment benefits is determined
using actuarial valuations. The actuarial valuation involves making assumptions about
discount rates, expected rates of return on assets, future salary increases, mortality rates and
future pension increases. Due to the long term nature of these plans, such estimates are
subject to significant uncertainty.

The assumed discount rates were determined using the market yields on Philippine
government bonds with terms consistent with the expected employee benefit payout as of
balance sheet date. Refer to Note 17 for details of assumption used in the calculation.

As of December 31, 2006 and 2005, the present value of the retirement obligation of the
Group amounted to P
=10.7 million and P
=3.0 million, respectively, which also pertains to the
Parent Company.

*SGVMC109599*
 - 17 -

d. Impairment of non-financial assets

Property and equipment

The Group assesses impairment on assets whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The factors that the
Group considers important which could trigger an impairment review include the following:
· significant underperformance relative to expected historical or projected future
operating results;
· significant changes in the manner of use of the acquired assets or the strategy for
overall business; and
· significant negative industry or economic trends.

The Group recognizes an impairment loss whenever the carrying amount of an asset exceeds
its recoverable amount. The recoverable amount is computed using the value in use approach.
Recoverable amounts are estimated for individual assets or, if it is not possible, for the cash-
generating unit to which the asset belongs.

As of December 31, 2006 and 2005, the carrying value of the property and equipment
amounted to P=12.2 million and P=10.2 million, respectively, for the Group. As of
December 31, 2006 and 2005, the carrying value of the property and equipment amounted to
=7.4 million and P
P =6.8 million, respectively, for the Parent Company.

Goodwill
The Group assesses impairment of assets whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. An impairment loss is
recognized whenever the carrying amount of an asset exceeds its recoverable amount. The
recoverable amount is the value in use. The net selling price is the amount obtainable from
the sale of an asset in an arm’s length transaction while value in use is the present value of
estimated future cash flows expected to arise from the continuing use of an asset and from its
disposal at the end of its useful life. Recoverable amounts are estimated for individual assets
or, if it is not possible, for the cash-generating unit to which the asset belongs.

Goodwill is written down for impairment where the net present value of the forecasted future
cash flows of the subsidiaries is insufficient to support its carrying value.

As of December 31, 2006 and 2005, goodwill amounted to P

=5.0 million. No impairment
losses on goodwill were identified by the Group.

4. Fair Value Measurement

The carrying amounts of financial instruments such as cash on hand and in banks, receivables,
other current assets, and benefits and other payables approximate their fair values due to their
short-term nature.

*SGVMC109599*
 - 18 -

5. Risk Management Policies

Financial Risk Management Objectives and Policies

The Group’s financial instruments mainly comprise of short-term loans from banks and advances
from stockholders. The main purpose of these financial instruments is to raise funds for the
Group’s fulfillment or delivery of remittance transactions to beneficiaries. The Group has also
various other financial assets and liabilities such as Accounts Receivable from Agents and
Accounts Payable to Beneficiaries, which arise directly from its remittance operations.

The main risks arising from the Group’s financial instruments are credit risk, interest rate risk
foreign currency risk, cash flow interest rate risk, and liquidity risk. The BOD reviews and agrees
policies for managing each of these risks and they are summarized below.

Credit Risk
Accounts receivable from foreign offices and agents arises as a result of its remittance operations
in various regions of the globe. It is the Group’s credit policy that all foreign offices and agents
must settle its accounts following the next banking day settlement policy, otherwise, the
fulfillment or delivery of their remittance transactions will be put on hold. For new Agents of the
Group, it is a requirement to provide advance funding to the Group, which is equivalent to their
average daily remittance transactions, to fulfill or deliver their remittance transactions.

In addition, receivable balances are monitored daily by the regional managers with the result that
the Group’s exposure to bad debts is not significant.

Interest Rate Risk

The Group follows a prudent policy on managing its resources and liabilities so as to ensure that
exposure to fluctuations in interest rates is kept within acceptable limits.

Foreign Currency Risk

It is the Group’s policy that all daily foreign currencies, which arises as a result of its remittance
transactions, must be traded daily with bank partners only at prevailing foreign exchange rates in
the market. The daily closing foreign exchange rates shall be the guiding rate in providing
wholesale rates and retail rates to foreign offices and agents, respectively. The trading proceeds
will be used to pay out bank loans and other obligation of the Group.

Cash Flow Interest Rate Risk

The Group’s exposure to cash flow interest rate risk is minimal. The Group’s policy is to manage
its interest cost using a fixed short-term rate of debts.

Liquidity Risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility
through the use of short-term bank loans and advances from stockholders. The Group’s policy is
to maintain a debt to equity ratio of 3:1 in order to comply with one of the requirements of the
Board of Investments (BOI).

*SGVMC109599*
 - 19 -

6. Cash on Hand and in Banks

This account consists of:

Consolidated Parent Company

2006 2005 2006 2005
Cash on hand P
=30,473,479 =16,750,806
P P
=30,473,479 =16,750,806
P
Cash in banks 329,779,800 160,586,644 261,234,542 117,590,181
=360,253,279 P
P =177,337,450 =291,708,021 P
P =134,340,987

Cash in banks earn interest at the respective bank deposit rates.

7. Receivables

This account consists of receivables from:

Consolidated Parent Company

2006 2005 2006 2005
Agents (Note 19) P
=202,591,098 P =175,506,024 P
=255,523,402 P =213,143,842
Related parties (Note 19) 109,123,978 25,246,513 114,262,449 29,562,034
Couriers 22,561,596 13,688,217 22,561,596 13,688,217
Others 6,705,227 5,826,632 6,624,900 3,654,582
=340,981,899 P
P =220,267,386 =398,972,347 P
P =260,048,675

The carrying value of receivables from agents, related parties, couriers and others are due on
demand or within one year. Their fair values approximate their respective carrying values due to
short-term maturity (less than three months).

8. Other Current Assets

This account consists of:
Consolidated Parent Company
2006 2005 2006 2005
Input VAT P
=7,984,236 =7,329,562
P P
=7,984,236 =7,329,562
P
Prepaid expenses 2,644,695 5,687,337 2,231,839 1,186,263
Others 1,469,667 398,795 1,469,667 398,796
P
=12,098,598 =13,415,694
P P
=11,685,742 =8,914,621
P

Others consist mostly of office supplies and card inventories.

*SGVMC109599*
 - 20 -

9. Investments in Subsidiaries

The Parent Company’s investments in subsidiaries consist of:

2006 2005
Acquisition costs:
International Remittance (Canada) Ltd. P
=10,344,000 =10,344,000
P
Lucky Star Management Ltd. 25,196,754 6,903,285
Balance at end of year P
=35,540,754 =17,247,285
P

Equity interests in the above subsidiaries are as follows:

2006 2005
International Remittance (Canada) Ltd. 95.00% 65.00%
Lucky Star Management Ltd. 51.00% 51.00%

In 2006, the 30% ownership interest of a minority stockholder in IRC was transferred to the Parent
Company at no additional cost.

10. Property and Equipment

This account consists of:

Consolidated
2006
Office and Transportation
Communication and Delivery Furniture Leasehold
Equipment Equipment and Fixtures Improvements Total 2005

Cost
January 1 P
=11,349,247 P
=3,107,788 P
=2,926,453 P
=10,761,167 P
=28,144,655 =24,728,790
P
Additions 3,845,320 – 1,045,888 3,797,153 8,688,361 3,696,048
Disposals – (700,000) – – (700,000) (95,680)
Exchange differential (269,581) – (124,523) (434,064) (828,168) (184,503)
December 31 14,924,986 2,407,788 3,847,818 14,124,256 35,304,848 28,144,655

Accumulated Depreciation
and Amortization
January 1 8,960,996 1,508,584 1,676,074 5,797,607 17,943,261 13,594,525
Depreciation and amortization 1,900,565 776,322 638,162 2,658,471 5,973,520 4,519,881
Disposals – (320,616) – – (320,616) (19,060)
Exchange differential (198,111) – (64,809) (213,579) (476,499) (152,085)
December 31 10,663,450 1,964,290 2,249,427 8,242,499 23,119,666 17,943,261
Net Book Value P
=4,261,536 P
=443,498 P
=1,598,391 P
=5,881,757 P
=12,185,182 =10,201,394
P

*SGVMC109599*
 - 21 -

Parent Company
2006
Office and Transportation
Communication and Delivery Furniture Leasehold
Equipment Equipment and Fixtures Improvements Total 2005

Cost
January 1 P
=8,482,067 P
=3,107,788 P
=1,659,508 P
=6,582,541 P
=19,831,904 =16,717,014
P
Additions 2,697,623 – 533,058 1,756,603 4,987,284 3,114,890
Disposals – (700,000) – – (700,000) –
December 31 11,179,690 2,407,788 2,192,566 8,339,144 24,119,188 19,831,904

Accumulated Depreciation
and Amortization
January 1 6,737,988 1,508,584 1,026,686 3,797,791 13,071,049 10,124,538
Depreciation and amortization 1,300,883 776,322 355,034 1,579,048 4,011,287 2,946,511
Disposals – (320,616) – – (320,616) –
December 31 8,038,871 1,964,290 1,381,720 5,376,839 16,761,720 13,071,049
Net Book Value P
=3,140,819 P
=443,498 P
=810,846 P
=2,962,305 P
=7,357,468 =6,760,855
P

11. Other Noncurrent Assets

This account consists of:

Consolidated Parent Company

2006 2005 2006 2005
Goodwill P
=4,983,052 =4,983,052
P P
=– =–
P
Other investments 8,875,108 3,554,754 8,875,108 3,554,754
Software cost - net 2,557,741 2,072,207 2,557,741 2,072,207
Refundable deposits 3,161,467 2,530,835 1,782,315 1,342,820
Others 96,167 168,962 44,000 44,000
P
=19,673,535 =13,309,810
P P
=13,259,164 =7,013,781
P

Movements in software cost - net follow:

Consolidated Parent Company

2006 2005 2006 2005
Cost
January 1 P
=5,399,474 =3,318,369
P P
=5,399,474 =3,318,369
P
Additions 1,404,028 2,081,105 1,404,028 2,081,105
December 31 6,803,502 5,399,474 6,803,502 5,399,474
Accumulated Amortization
January 1 3,327,267 2,909,382 3,327,267 2,909,382
Amortization 918,494 417,885 918,494 417,885
December 31 4,245,761 3,327,267 4,245,761 3,327,267
P
=2,557,741 =2,072,207
P P
=2,557,741 =2,072,207
P

Other investments represent the Parent Company’s 74.9% equity interest in I-Remit Europe AG
(I-remit AG). The Parent Company’s BOD approved its incorporation on July 8, 2005 as a stock
corporation to be organized and registered in Austria. Accordingly, the Parent Company made an
investment of P
=3.6 million in 2005 and an additional investment amounting to P =5.3 million in
2006. As of December 31, 2006, the I-Remit AG has yet to start its operations. The financial

*SGVMC109599*
 - 22 -

statements of I-Remit AG were not consolidated with the accounts of the Parent Company since
the related accounts are not material to the consolidated financial statements as a whole. The total
assets of I-Remit AG represent 1.2% and 0.8% of the consolidated total assets of the Group as of
December 31, 2006 and 2005, respectively.

12. Beneficiaries and Other Payables

This account consists of:

Consolidated Parent Company

2006 2005 2006 2005
Beneficiaries P
=2,424,232 =82,548,580
P P
=2,424,232 =82,548,580
P
Agents, couriers and trading clients 19,081,614 26,794,365 18,942,377 25,871,133
Accrued expenses 17,878,789 7,722,793 12,661,303 7,605,047
Advances from related parties (Note
19) 6,546,698 14,500,510 13,467,059 2,778,296
Others 10,983,796 12,405,868 9,035,667 11,960,863
P
=56,915,129 =143,972,116
P P
=56,530,638 =130,763,919
P

13. Interest-Bearing Loans

This account includes the Parent Company’s unsecured, short-term interest-bearing peso-
denominated loans amounting to P =100.0 million in 2006 and P
=85.5 million in 2005. Other loans
includes short-term interest bearing peso denominated loans guaranteed by two of the Company’s
stockholders amounting to P =393.5 million in 2006 and P
=53.3 million in 2005. These loans bear
annual interest rates ranging from 10.25% to 10.75% in 2006 and 5.00% to 13.00% in 2005 (see
Note 16).

The Parent Company has unused credit facility amounting to P

=67.5 million and P
=377.3 million as
of December 31, 2006 and 2005, respectively.

14. Equity

The Company’s capital stock consists of:

2006 2005
Common stock - P=100 par value
Authorized - 2,000,000 shares
Issued and outstanding - 500,000 shares P
=50,000,000 =50,000,000
P

There was no issuance of shares in 2006 and 2005.

*SGVMC109599*
 - 23 -

Deposits on Future Stock Subscriptions

On November 12, 2004, the Parent Company’s BOD approved an additional investment of P =30.0
million thereby increasing the deposits on future stock subscriptions from existing stockholders to
=53.0 million. The stockholders who also make up the BOD committed to convert these into the
P
common stock of the Parent Company.

15. Other Operating Expenses

This account consists of:

Consolidated Parent Company

2006 2005 2006 2005
Insurance P
=1,242,301 =1,240,038
P P
=1,013,369 =1,062,873
P
Taxes and licenses 1,037,702 1,663,348 860,475 552,929
Association dues 1,020,310 760,391 1,020,310 760,391
Repairs and maintenance 976,201 777,894 353,487 233,250
Miscellaneous 3,646,377 1,766,502 840,000 1,029,831
P
=7,922,891 =6,208,173
P P
=4,087,641 =3,639,274
P

16. Other Charges

This account consists of:

Consolidated Parent Company

2006 2005 2006 2005
Interest expense (Note 13) =22,339,223 P
P =23,374,760 P =22,339,223 P=23,374,760
Interest income (1,111,298) (597,885) (987,985) (461,007)
Others (1,461,574) (1,250,107) 95,842 (249,806)
=19,766,351 P
P =21,526,768 P=21,447,080 =P22,663,947

17. Retirement Plan

The Parent Company has separate unfunded noncontributory defined benefit retirement plan
covering substantially all of its employees. Under this retirement plan, all covered employees are
entitled to cash benefits after satisfying age and service requirements.

Provisions for pension obligations are established for benefits payable in the form of retirement
pensions. Benefits are dependent on years of service and the respective employee’s final
compensation.

The Parent Company determined its transitional liability for defined benefit plan as the present
value of the obligation at the date of the adoption reduced by the fair value of plan assets and past
service costs, if any. Transitional liability is amortized prospectively over five years starting on
January 1, 2005.

*SGVMC109599*
 - 24 -

The latest actuarial valuation report on the retirement plans is dated December 31, 2006.

The principal actuarial assumptions used in determining retirement liability for the Parent
Company as of January 1, 2006 and 2005 are as follow:

2006 2005
Discount rate 12.6% 14.5%
Future salary increases 10.0 10.0
Average remaining working life (in years) 29.3 29.6

Discount rate used to arrive at the present value of the obligation as of December 31, 2006 is
8.29%.

It is assumed that the average life expectancy beyond the retirement age of 60 is 30.7 years and
30.4 years in 2006 and 2005, respectively.

The amounts recognized in the balance sheets are as follow:

2006 2005
Present value of unfunded obligation P
=10,688,426 =2,957,502
P
Unrecognized amortization:
Actuarial loss (7,579,183) (971,413)
Transitional liability (756,682) (1,008,909)
Others – 375,909
Retirement Liability P
=2,352,561 =1,353,089
P

The movements in the present value of unfunded obligations recognized follow:

2006 2005
Balance at beginning of year P
=2,957,502 =1,178,622
P
Current service cost 727,987 368,231
Interest cost 372,645 170,900
Actuarial loss 6,630,292 1,239,749
Balance at end of year P
=10,688,426 =2,957,502
P

Retirement expense (included in Salaries, wages and employee benefits in the statements of
income) is comprised of the following:

2006 2005
Current service cost P
=727,987 =368,231
P
Interest cost 372,645 170,900
Actuarial loss (gain) recognized 22,522 (5,016)
Others (375,909) 375,909
747,245 910,024
Amortization of transitional liability 252,227 252,227
P
=999,472 =1,162,251
P

*SGVMC109599*
 - 25 -

The movements in the retirement liability recognized in the balance sheet follows:

2006 2005
Balance at beginning of year P
=1,353,089 P190,838
=
Retirement expense 999,472 1,162,251
Balance at end of year P
=2,352,561 =1,353,089
P

Starting January 1, 2006, the Company is required to disclose the experience adjustments relating
to the plan assets and liabilities. The amounts for 2006 and 2005 are as follows:

2006 2005
Present value of unfunded obligation P
=10,688,426 =2,957,502
P
Changes in assumption 6,424,574 –
Experience adjustments on plan liabilities 205,718 –

18. Operating Lease Commitment

The Parent Company has operating lease agreements for its office space for a period of fifty-and-a
half (50 ½) months, which commenced on September 16, 2002 and expires on November 30,
2006. These leases have an escalation clause of 10% on the 13th month of the lease term and
every year thereafter and may be renewed under the terms and conditions mutually agreed upon by
the Parent Company and the lessor. On December 20, 2006, the lease contract was renewed for a
period of one year commencing on December 1, 2006 and to expire on November 30, 2007. The
Parent Company entered into a lease agreement in December 2005 for additional office space for a
period of thirty-six months, which commences on February 1, 2006 and expires on January 31,
2009. Rent expense pertaining to these leased properties amounted to P
=5.4 million in 2006 and
=4.0 million in 2005.
P

On February 7, 2007, the Parent Company entered into another lease agreement for additional
office space for a period of thirty six (36) months commencing on February 1, 2007 to January 31,
2010 with a 10% escalation on the aggregate current monthly rental on the 13th and 25th month of
the lease term.

Future minimum rentals payable at December 31, 2006 and 2005 follows:

2006 2005
Within one year P
=9,003,652 P5,505,106
=
After one year but not more than five years 1,247,726 10,251,378
P
=10,251,378 =15,756,484
P

*SGVMC109599*
 - 26 -

19. Related Party Transactions

In the ordinary course of business, the Group engages in transactions with related parties
consisting primarily of the following:

(a) Delivery services for a fee with Lucky Star-Hongkong for which revenue amounted to P =6.18
million and P
=14.89 million, respectively in 2006 and 2005, while receivables amounted to
=9.47 million and P
P =9.02 million as of December 31, 2006 and 2005, respectively (see Note 7,
Receivables from Agents);

(b) Delivery service for a fee with IRL. Revenue from these transactions amounted to P
=21.61
million in 2006 and P
=14.27 million in 2005, while receivables amounted to P
=109.63 million
and P
=74.19 million as of December 31, 2006 and 2005, respectively (see Note 7, Receivables
from Agents).

(c) The Parent Company’s interest-bearing loans from stockholders, affiliated local bank,
affiliated companies aggregating to P
=138.76 million as of December 31, 2005 (see Note 13).
Interest expense recognized on these loans amounted to P=19.02 million in 2005. In 2006, the
Parent Company’s interest-bearing loans were obtained from third parties.

(d) Non-interest bearing operating cash advances to/from stockholders, associate and companies
owned by the stockholders. The following table shows the details of advances to/from related
parties:

Consolidated Parent Company

2006 2005 2006 2005
Advances to related parties (Note 7):
Stockholders P
=50,698,359 =–
P P
=50,698,359 =–
P
Subsidiaries and affiliates:
Confed Properties, Inc. 38,073,663 – 38,073,663 –
I-Remit UK Plc 11,839,081 16,648,184 11,839,081 16,648,184
I-Remit Singapore Pte Ltd. 5,295,045 2,645,772 5,295,045 2,645,772
Hwa Kung Hong 3,099,737 4,193,961 3,099,737 4,193,961
International Remittance
(Canada) Ltd. – – 5,138,471 1,456,605
Lucky Star Management Ltd. – – – 2,858,916
Others 118,093 1,758,596 118,093 1,758,596
P
=109,123,978 =25,246,513
P P
=114,262,449 =29,562,034
P
Advances from related parties (Note 12):
Stockholders P
=6,546,698 =14,500,510
P P
=– =2,778,296
P
Subsidiary:
Lucky Star Management Ltd. – – 13,467,059 –
P
=6,546,698 =14,500,510
P P
=13,467,059 =2,778,296
P

*SGVMC109599*
 - 27 -

Compensation of Key Management Personnel of the Parent Company

The remuneration of directors and other members of key management are as follows:

2006 2005
Short-term benefits P
=4,763,482 =4,961,528
P
Post-employment benefits 336,879 178,168
P
=5,100,361 =5,139,696
P

20. Registration with the Board of Investments

The Company is registered with the Board of Investments (BOI) as a New Information
Technology Service Firm in the field of Information Technology Services (Remittance
Infrastructure Systems) on a Non-Pioneer Status under the Omnibus Investments Code of 1987.
The registration entitles the Company to, among others, income tax holiday for four (4) years from
November 12, 2001. On February 7, 2006, the BOI approved to extend the Company’s income
tax holiday until November 11, 2007.

21. Provision for Income Tax

Provision for income tax pertains to deferred tax expense or income relating to the origination and
reversal of temporary differences between tax expense and accounting profit of LSML.

22. Approval of Financial Statements

The accompanying financial statements were authorized for issue by the Board of Directors
(BOD) on March 23, 2007.

*SGVMC109599*
 ASSURANCE AND ADVISORY
BUSINESS SERVICES

I-REMIT, INC. AND SUBSIDIARY

Financial Statements
December 31, 2005 and 2004

and

Report of Independent Auditors

SGV & CO
A MEMBER PRACTICE OF ERNST & YOUNG GLOBAL

Quality In Everything We Do

SYCIP GORRES VELAYO & CO.

*SGVMC108303*
SGV & CO SyCip Gorres Velayo & Co.
6760 Ayala Avenue
1226 Makati City
Philippines
Phone: (632) 891-0307
Fax: (632) 819-0872
www.sgv.com.ph
BOA/PRC Reg. No. 0001
SEC Accreditation No. 0012-F

Report of Independent Auditors

The Stockholders and the Board of Directors

I-Remit, Inc.

We have audited the accompanying balance sheets of I-Remit, Inc. and Subsidiary (the Group) and of
I-Remit, Inc. (the Parent Company) as of December 31, 2005 and 2004, and the related statements of
income, changes in stockholders’ equity and cash flows for the years then ended. These financial
statements are the responsibility of the Group’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the Philippines.
Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of the Group and of the Parent Company as of December 31, 2005 and 2004, and the
results of its operations and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the Philippines.

SYCIP GORRES VELAYO & CO.

Aris C. Malantic
Partner
CPA Certificate No. 90190
SEC Accreditation No. 0326-A
Tax Identification No. 152-884-691
PTR No. 4180848, January 2, 2006, Makati City

March 17, 2006

SGV & Co is a member practice of Ernst & Young Global

*SGVMC108303*
I-REMIT, INC.
BALANCE SHEETS

Group Parent Company

December 31
2004 2004
(As restated - (As restated -
2005 Note 2) 2005 Note 2)

ASSETS

Current Assets
Cash on hand and in banks (Note 5) P
=169,298,419 =145,376,634
P P
=134,340,987 =137,010,217
P
Receivables (Note 6 and 19) 278,092,488 247,898,232 260,890,788 241,896,894
Other current assets (Note 7) 13,415,694 90,437,228 8,914,620 90,257,797
Total Current Assets 460,806,601 483,712,094 404,146,395 469,164,908

Noncurrent Assets
Investments in Subsidiaries and an Associate
(Note 8) 5,349,689 2,834,088 20,802,039 17,247,285
Property and equipment - net (Note 9) 9,596,632 9,692,167 6,760,855 6,592,476
Other noncurrent assets (Note 10) 8,853,152 6,850,688 3,459,028 1,566,048
Total Noncurrent Assets 23,799,473 19,376,943 31,021,922 25,405,809
P
=484,606,074 =503,089,037
P P
=435,168,317 =494,570,717
P

LIABILITIES AND STOCKHOLDERS’

EQUITY
Current Liabilities
Beneficiaries and other payables
(Notes 11 and 19) P
=185,336,162 =110,805,469
P P
=132,959,121 =104,994,138
P
Interest-bearing loans (Notes 12 and 19) 141,248,355 264,928,329 138,757,274 262,400,500
Total Current Liabilities 326,584,517 375,733,798 271,716,395 367,394,638

Stockholders’ Equity
Capital stock (Note 16) 50,000,000 50,000,000 50,000,000 50,000,000
Additional paid-in capital 60,000,000 60,000,000 60,000,000 60,000,000
Deposits on future stock subscriptions (Note 13) 53,000,000 53,000,000 53,000,000 53,000,000
Retained earnings (deficit) (6,772,544) (39,730,810) 451,922 (35,823,921)
Cumulative translation adjustment (456,450) 235,868 – –
Total equity 155,771,006 123,505,058 163,451,922 127,176,079
Minority interest 2,250,551 3,850,181 – –
Total Stockholders Equity 158,021,557 127,355,239 163,451,922 127,176,079
P
=484,606,074 =503,089,037
P P
=435,168,317 =494,570,717
P

See accompanying Notes to Financial Statements.

*SGVMC108303*
I-REMIT, INC.
STATEMENTS OF INCOME

Group Parent Company

Years Ended December 31
2004 2004
(As restated - (As restated -
2005 Note 2) 2005 Note 2)

REVENUE
Delivery fees (Note 19) P
=149,684,526 =86,925,862
P P
=110,438,218 =75,722,298
P
Foreign exchange gains – net 87,184,409 66,096,489 87,717,053 66,096,489
Other fees 306,977 – 306,977 –
237,175,912 153,022,351 198,462,248 141,818,787

COSTS OF SERVICES (Note 19)

Delivery charges 46,339,606 18,747,268 32,743,254 18,747,268
Bank charges 37,323,698 27,759,761 34,210,150 26,252,393
83,663,304 46,507,029 66,953,404 44,999,661

GROSS INCOME 153,512,608 106,515,322 131,508,844 96,819,126

GENERAL AND ADMINISTRATIVE
EXPENSES
Salaries, wages and employee benefits
(Note 17 and 19) 52,637,657 36,330,297 37,832,015 31,352,408
Communication, light and water 5,955,091 6,414,853 5,084,366 5,296,338
Marketing 5,946,301 8,930,270 5,053,271 7,602,166
Rental (Note 18) 8,934,939 5,466,814 5,101,327 4,091,403
Professional fees 5,234,975 3,718,527 4,706,433 2,976,431
Depreciation and amortization (Notes 9
and 14) 4,132,849 4,790,294 3,364,396 4,327,535
Supplies 3,682,852 3,052,952 2,993,375 3,052,952
Other operating expenses (Note 14) 12,373,410 12,393,642 8,433,871 10,723,301
Other charges - net (Note 15) 22,883,111 10,045,097 22,663,947 13,573,279
121,781,185 91,142,746 95,233,001 82,995,813

NET INCOME P
=31,731,423 =15,372,576
P P
=36,275,843 =13,823,313
P

ATTRIBUTABLE TO:
Equitable holders of the Parent Company 32,958,266 14,536,065 36,275,843 13,823,313
Minority interest (1,226,843) 836,511 – –

P
=31,731,423 =15,372,576
P P
=36,275,843 =13,823,313
P

See accompanying Notes to Financial Statements.

*SGVMC108303*
I-REMIT, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005 AND DECEMBER 31, 2004

Group
Total
Stockholders’
Additional Deposit Cumulative Total Equity and
Capital Stock Paid-in for Future Surplus Translation Stockholders’ Minority Minority
(Note 16) Capital Subscription (Deficit) Adjustment Equity Interest Interest
Balance at December 31, 2003 =50,000,000 =
P P60,000,000 P=23,000,000 (P
=54,266,875) – P=78,733,125 =2,886,664
P =81,619,789
P
Deposit for future stock subscription (Note 13) – – 30,000,000 – – 30,000,000 – 30,000,000
Net income for the year – – – 14,536,065 – 14,536,065 836,511 15,372,576
Translation adjustment during the year – – – – 235,868 235,868 127,006 362,874
Total income recognized during the year – – – 14,536,065 235,868 14,771,933 963,517 15,735,450
Balance at December 31, 2004 50,000,000 60,000,000 53,000,000 (39,730,810) 235,868 123,505,058 3,850,181 127,355,239
Net income for the year – – – 32,958,266 – 32,958,266 (1,226,843) 31,731,423
Translation adjustment during the year – – – – (692,318) (692,318) (372,787) (1,065,105)
Total income and expenses recognized during
the year – – – 32,958,266 (692,318) 32,265,948 (1,599,630) 30,666,318
Balance at December 31, 2005 P
=50,000,000 P =60,000,000 P=53,000,000 P=(6,772,544) P
=(456,450) P=155,771,006 P
=2,250,551 P=158,021,557

See accompanying Notes to Financial Statements.

*SGVMC108303*
I-REMIT, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005 AND DECEMBER 31, 2004

Parent
Additional Deposit Total
Capital Stock Paid-in for Future Surplus Stockholders’
(Note 16) Capital Subscription (Deficit) Equity
Balance at December 31, 2003, as previously reported =50,000,000
P =60,000,000
P =23,000,000
P (P
=54,266,875) =78,733,125
P
Effect of change in accounting for investment in associate
(Note 2) – – – 4,619,641 4,619,641
Balance at December 31, 2003, as restated 50,000,000 60,000,000 23,000,000 (49,647,234) 83,352,766
Deposit for future stock subscription (Note 13) – – 30,000,000 – 30,000,000
Net income, as restated (Note 2) – – – 13,823,313 13,823,313
Balance at December 31, 2004, as restated P
=50,000,000 P
=60,000,000 P
=53,000,000 (P
=35,823,921) P
=127,176,079

Balance at December 31, 2004, as previously reported =50,000,000

P =60,000,000
P =53,000,000
P (P
=39,702,280) =123,297,720
P
Effect of change in accounting for:
Retirement benefit (Note 2) – – – (190,838) (190,838)
Investment in associate (Note 2) – – – 4,069,197 4,069,197
Balance at December 31, 2004, as restated 50,000,000 60,000,000 53,000,000 (35,823,921) 127,176,079
Net income for the year – – – 36,275,843 36,275,843
Balance at December 31, 2005 P
=50,000,000 P
=60,000,000 P
=53,000,000 P
= 451,922 P
=163,451,922

See accompanying Notes to Financial Statements.

*SGVMC108303*
I-REMIT, INC.
STATEMENTS OF CASH FLOWS

Group Parent Company

Years Ended December 31
2005 2004 2005 2004
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss) P
=31,731,423 =15,372,576
P P
=36,275,843 =13,823,313
P
Adjustments for:
Interest expense (Note 15) 23,374,760 14,228,476 23,374,760 14,204,085
Depreciation and amortization 4,132,849 4,790,294 3,364,396 4,327,535
Write-off of receivables – 3,394,615 – 3,394,615
Unrealized foreign exchange gain 3,238,408 (2,647,873) 3,238,408 (2,647,873)
Interest income (587,869) (617,169) (461,007) (617,169)
Equity in net earnings of an associate
(Note 8) 1,039,153 550,443 – –
Operating income before changes in
working capital 62,928,724 35,071,362 65,792,400 32,484,506
Changes in operating assets and
liabilities
Increase in:
Receivables (33,432,664) (78,334,057) (22,232,302) (85,499,217)
Other current assets 76,459,991 (87,184,127) 81,943,201 (86,941,869)
Beneficiaries and other
payables 74,718,984 34,413,213 28,153,273 25,752,825
Cash used in operations 180,675,035 (99,428,224) 153,656,572 (114,203,755)
Interest received 587,869 617,169 461,007 617,169
Interest paid (23,798,920) (13,375,556) (23,477,495) (13,666,090)
Net cash used in
operating activities 157,463,984 (112,186,611) 130,640,084 (127,252,676)
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from sale of (additions to):
investments (Note 8) (3,554,754) (1,249,739) (3,554,754) 4,834,200
Acquisition of property and equipment
(Note 9) (3,696,048) (5,482,437) (3,114,890) (1,639,934)
Disposal of property and equipment 76,620 - - -
Decrease (increase) in other noncurrent
assets (2,002,464) 584,191 (2,310,865) 38,066
Net cash used in investing activities (9,176,646) (6,715,645) (8,980,509) 3,232,332
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from (payment of):
Interest-bearing loans (123,679,974) 145,078,329 (123,643,226) 141,830,000
Deposits on future stock subscriptions
(Note 13) – 30,000,000 – 30,000,000
Cash provided by (used in)
financing activities (123,679,974) 175,078,329 (123,643,226) 171,830,000

(Forward)

*SGVMC108303*
 -2-

Group Parent Company

Years Ended December 31
2005 2004 2005 2004
NET INCREASE (DECREASE) IN
CASH ON HAND AND IN BANKS P
=24,607,364 =56,176,073
P (P
=1,983,651) =47,809,656
P
EFFECTS OF EXCHANGE RATE
CHANGES ON CASH ON HAND
AND IN BANKS (685,579) 148,383 (685,579) 148,383
CASH ON HAND AND IN BANKS
AT BEGINNING OF YEAR 145,376,634 89,052,178 137,010,217 89,052,178
CASH ON HAND AND IN BANKS AT
END OF YEAR P
=169,298,419 =145,376,634
P P
=134,340,987 =137,010,217
P

See accompanying Notes to Financial Statements.

*SGVMC108303*
I-REMIT, INC.
NOTES TO FINANCIAL STATEMENTS

1. Corporate Information

I-Remit, Inc. (the Parent Company) was incorporated and domiciled in the Philippines. The
Parent Company was registered with the Securities and Exchange Commission on March 5, 2001
and started commercial operations on November 1, 2001. The Parent Company’s registered office
and principal place of business is at 26/F Discovery Centre, ADB Avenue, Ortigas Center, Pasig
City. The Parent Company is a subsidiary of JTKC Equities, Inc., a company incorporated in the
Philippines.

The Parent Company and its subsidiary, International Remittance (Canada) Ltd. or IRC
(collectively referred to as the Group) are primarily engaged in the business of fund transfer and
remittance services of any form or kind of currencies or monies, either by electronic, telegraphic,
wire or any other mode of transfer; as well as undertake the delivery of such funds or monies, both
in the domestic and international market, by providing either courier or freight forwarding
services; and conduct foreign exchange transactions as may be allowed by law and other allied
activities relative thereto.

The accompanying financial statements were authorized for issue by the Board of Directors
(BOD) on March 17, 2006.

2. Summary of Significant Accounting Policies

Basis of Financial Statement Preparation

The accompanying financial statements have been prepared in compliance with the accounting
principles generally accepted in the Philippines (GAAP) as set forth in the Philippine Financial
reporting Standards (PFRS) under the historical cost convention. These are the first annual
financial statements of the Group and the Parent Company prepared in accordance with PFRS.

Changes in Accounting Policies

On January 1, 2005, the following new accounting standards became effective and were adopted
by the Group:

· PAS 19, Employees Benefits, prescribes the accounting and disclosures by employers for
employee benefits, including short-term employees benefits, post-employment benefits, other
long-term employee benefits and termination benefits. For post-employment benefits
classified as defined benefit plans, the standard will require the use of the projected unit credit
method in measuring the retirement benefit expense and will result in change in the manner of
computing benefit expense relating to past service cost and actuarial gains and losses.

The Company determined its transitional liability for defined benefit plan as the present value
of the obligation at the date of the adoption reduced by the fair value of plan assets.
Transitional liability will be amortized prospectively over five years starting January 1, 2004,
decreasing income by P = 190,838 in 2005 and 2004.

*SGVMC108303*
 -2-

· PAS 21, The Effects of Changes in Foreign Exchange Rates, prohibits the capitalization of
foreign exchange losses. The standard also addresses the accounting for transactions in
foreign currency and translating the financial statements of foreign operations that are
included in those of the reporting enterprise by consolidation, proportionate consolidation, and
equity method. The adoption of this standard did not result in any material adjustment on the
financial statements.

· PAS 32, Financial Instruments: Disclosure and Presentation, covers the disclosure and
presentation of all financial instruments. The standard requires more comprehensive
disclosures about the Group’s financial instruments, whether recognized or unrecognized in
the financial statements. In accordance with this standard, new disclosures were included in
the financial statements, where applicable.

· PAS 39, Financial Instruments: Recognition and Measurement, establishes the accounting and
reporting standards for the recognizing and measuring the Group’s financial assets and
financial liabilities. The standard requires a financial asset or financial liability to be
recognized initially at fair value. Subsequent to initial recognition, the Group should continue
to measure financial assets at their fair values, except for loans and receivables and held-to-
maturity investments, which are to be measured at cost or amortized costs using the effective
interest rate method less impairment loss. Financial liabilities are subsequently measured at
cost or amortized cost, except for liabilities classified as “at fair value through profit and loss”
and derivatives, which are subsequently to be measured at fair value.

PAS 39, also covers the accounting for derivative instruments. This standard has expanded the
definition of a derivative instruments to include derivatives (and derivative-like provisions)
embedded in non-derivatives.

· PAS 40, Investment Property, prescribes the accounting treatment for investment property and
related disclosure requirements. This standard permits the Group to choose either the fair
value model or cost model in accounting for investment property. Fair value model requires
an investment property to be measured at fair value with fair value changes recognized
directly in the statement of income. Cost model requires that an investment property should
be measured at depreciated cost less any accumulated impairment losses. The adoption of this
standard did not have a material effect on the financial statements.

· PFRS 1, First-Time Adoption of International Financial Reporting Standards, requires an

entity to comply with PFRS effective at the reporting date for its first PFRS financial
statements. In particular, PFRS 1 requires an entity to do the following in the opening PFRS
statement of condition that it prepares as a starting point for its accounting under PFRS:
(a) recognize all assets and liabilities whose recognition is required by PFRS; (b) not
recognize items as assets and liabilities if PFRS do not permit such recognition; (c) reclassify
items that it recognized under previous GAAP as one type of asset, liability or component of
equity, but are a different type of asset, liability or component of equity under PFRS; and
(d) apply PFRS in measuring all recognized assets and liabilities. New disclosure
requirements were included as a result of the adoption of the new standard.

*SGVMC108303*
 -3-

· PFRS 2, Share-Based Payments, results in a charge to net income for the cost of share options
granted. Currently, the Group has no transaction involving share-based payments but will
comply with the requirements of this standard in respect of future transactions.

· PFRS 3, Business Combination, results in the cessation of the amortization of goodwill and a
requirement for an annual test for goodwill impairment. Any negative goodwill remaining
after performing reassessment of past combinations should have been credited to income in
the period the combination was effected. Moreover, pooling of interests in accounting for
business combination is no longer permitted. The adoption of this standard did not result in
retroactive adjustment of prior year financial statements.

· PFRS 5, Noncurrent Assets Held for Sale and Discontinued Operations, specifies the
accounting for assets held for sale and the presentation and disclosure of discontinued
operations. It requires assets that meet the criteria to be classified as held for sale to be
measured at the lower of carrying amount and fair value less costs to sell, and the depreciation
on such assets to cease. Furthermore, assets that meet the criteria to be classified as held for
sale should be presented separately on the face of the statements of condition and the results of
discontinued operations to be presented separately in the statements of income.

· PAS 16, Property, Plant and Equipment, provides additional guidance and clarification on
recognition and measurement of items of property, plant and equipment. It also provides that
each part of an item of property, plant and equipment with a cost that is significant in relation
to the total cost of the item shall be depreciated separately.

· PAS 17, Leases, provides a limited revision to clarify the classification of a lease of land and
buildings and prohibits expensing of initial direct costs in the financial statements of lessors.

· PAS 24, Related Party Disclosures, provides additional guidance and clarity in the scope of
the standard, the definitions and the disclosure requirements for related parties and related
party transactions. It also requires disclosure of the compensation of key management and
personnel by benefit type.

· PAS 27, Consolidated and Separate Financial Statements, reduces alternatives in accounting
for subsidiaries in consolidated financial statements and in accounting for investments in the
separate financial statements of a parent, venturer or investor. Investments in subsidiaries are
accounted for either at cost or in accordance with PAS 39 in the separate financial statements
of an investor which presents consolidated financial statements. This standard also requires
strict compliance with adoption of uniform accounting policies and requires the Parent
Company to make appropriate adjustments to the subsidiary’s financial statements to conform
them to the Parent Company’s accounting policies for reporting like transactions and other
events in similar circumstances.

*SGVMC108303*
 -4-

· PAS 28, Investments in Associates, reduces alternative in accounting for associates in the
separate financial statements of an investor. Investments in associates will be accounted for
either at cost or in accordance with PAS 39 in the separate financial statements of an investor
which presents consolidated financial statements. This standards also requires strict
compliance with adoption of uniform accounting policies and requires the investor to make
appropriate adjustments to the associate’s financial statements to conform them to investor’s
accounting policies for reporting like transactions and other events in similar circumstances.

The adoption of this standard resulted in the reversal of P

=4,069,197 accumulated equity in net
loss of Lucky star at the Parent Company level, which decreased deficit by the same amount as
of December 31, 2004 and decreased income by P =550,444 in 2004.

· PAS 31, Interest in Joint Ventures, reduces the alternatives in accounting for interests in joint
ventures in consolidated financial statements and in accounting for investments in the separate
financial statements of a venturer. Interests in joint ventures are accounted for either at cost or
in accordance with PAS 39 in the separate financial statements of an investor which prepares
consolidated financials statements.

· PAS 33, Earnings Per Share, prescribes principles for the determination and presentation of
earnings per share for entities with publicly traded shares, entities in the process of issuing
ordinary shares to the public, and entities that calculate and disclose earnings per share. The
standard also provides additional guidance in computing earnings per share including the
effects of mandatorily convertible instruments and contingently issuable shares, among others.

· PAS 36, Impairment of Assets, requires the annual impairment test of intangible asset with an
indefinite useful life or intangible asset not yet available for use and goodwill acquired in a
business combination, whether or not there is an indication of impairment.

· PAS 38, Intangible Assets, requires the assessment of the useful life of intangible assets at the
individual asset level as having either a finite or indefinite life. Where an intangible asset has a
finite life, it has been amortized over its useful life. Amortization years and methods for
intangible assets with finite useful lives are reviewed at the earlier of annually or where an
indicator of impairment exists. Intangibles assessed as having indefinite useful lives are not
amortized, as there is no foreseeable limit to the year over which the asset is expected to
generate net cash inflows for the Group. However, intangibles with indefinite useful lives are
reviewed annually to ensure the carrying value does not exceed the recoverable amount
regardless of whether an indicator of impairment is present.

The effect of adopting the foregoing revised standards on the company financial statements was
not material, except for PAS 19, PAS 21, PAS 27 and PAS 28. New disclosures were included in
the financial statements, where applicable.

The Group has yet to adopt the following standards and amendments that have been approved but
are not yet effective:

· Amendments to PAS 19, Employee Benefits - Actuarial Gains and Losses, Group Plans and
Disclosures - The revised disclosures from the amendments will be included in the Group’s
financial statements when the amendments are adopted in 2006.

*SGVMC108303*
 -5-

· PFRS 7, Financial Instruments - Disclosures - The revised disclosures on financial

instruments provided by this standard will be included in the Group’s financial statements
when the standard is adopted in 2007.

Basis of Consolidation
The consolidated financial statements include the accounts of the Parent Company and of IRC.

A subsidiary is consolidated from the date on which control is transferred to the Group and ceased
to be consolidated from the date on which control is transferred out of the Group.

Consolidated financial statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances.

Investments in Subsidiaries and in an Associate

An associate is an entity in which the Parent Company has significant influence and which is not a
subsidiary. A subsidiary is an entity in which a parent company directly or indirectly holds more
than half of issued share capital, or controls more than half of the voting power, or exercises
control over the operation and management of the subsidiary. The accounts of a subsidiary are
included in the Group financial statements. In the Parent Company financial statements,
investment in subsidiaries and in associates is carried in the balance sheet at cost less any
accumulated impairment in value.

Investment in subsidiary includes the Parent Company’s 65% equity interest in International
Remittance (Canada) Ltd. (IRC) and a 74.9% equity interest in I-Remit Europe AG.

Investment in an associate includes the Parent Company’s 51% equity interest in Lucky Star
Management Limited (Lucky Star). The financial statements of Lucky Star were not consolidated
on a line-by-line basis with the accounts of the Parent Company since the related accounts are not
material to the consolidated financial statements as a whole. The total assets of Lucky Star
represent 0.1% of the consolidated total assets.

The Parent Company’s 96% equity interest in I-Remit Global Remittance Limited (I-Remit
Global-United Kingdom), a foreign corporation which the Parent Company’s BOD approved for
disposal in January 2004, was subsequently sold on June 18, 2004 (see Note 8).

Financial Assets
All financial assets are initially recognized at fair value. Except for FVPL investments, the initial
measurement of financial assets includes transaction costs. Effective January 1, 2005 the Group
classified its financial assets in the following categories: FVPL investments, receivables, HTM
investments and AFS investments. Management determines the classification of its investments
at initial recognition and re-evaluates this designation (except for HTM investments and FVPL
investments) at every reporting date. The classification depends on the purpose for which the
financial assets were acquired and whether they are quoted in an active market. As of December
31, 2005 and 2004, the Company had no FVPL, HTM and AFS investments.

*SGVMC108303*
 -6-

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. They arise when the Group provides money, goods or
services directly to a debtor with no intention of trading the receivable. These are carried at
amortized cost using the effective interest rate method, less impairment in value.
Prior to January 1, 2005, receivables are stated at the original invoice amount less allowance for
doubtful accounts, if any. An estimate of doubtful accounts is provided when collection of the full
amount is no longer probable or the amounts expected to be received in settlement of the
receivables are less than the amounts due. The allowance for doubtful accounts is determined after
evaluation of certain factors, such as aging of accounts and collection experience of the Group in
relation to the particular receivable.

Impairment of Assets
An assessment is made at each statement of condition date to determine whether there is objective
evidence that a specific financial or non-financial asset may be impaired. If such evidence exists,
any impairment loss is recognized in the statement of income.

Impairment of financial assets

Impairment is determined as follows:

(a) For assets carried at amortized cost, impairment is measured as the difference between the
asset’s carrying amount and the present value of estimated future cash flows discounted at the
financial asset’s original effective interest rate;

(b) For assets carried at fair value, impairment is measured as the difference between the original
cost and the fair value; and

(c) For assets carried at cost, impairment is measured as the difference between the carrying
amount and the present value of estimated future cash flows discounted at the current market
rate of return for a similar financial asset.

A previously recognized impairment loss is reversed by a credit to current operations (unless the
asset is carried at a revalued amount in which case the reversal of the impairment loss is credited
to the revaluation increment of the same asset) to the extent that it does not restate the asset to a
carrying amount in excess of what would have been determined (net of any accumulated
depreciation and amortization) had no impairment loss been recognized for the asset in prior years.

Impairment of non-financial assets

Impairment is determined based on the asset’s recoverable amount. An asset’s recoverable
amount is the higher of the asset’s value in use or its net selling price.

An impairment loss is recognized by a charge against current operations for the excess of the
carrying amount of an asset over its recoverable amount. An impairment loss is charged to
operations in the year in which it arises, unless the asset is carried at a revalued amount, in which
case the impairment loss is charged to the revaluation increment of the said asset.

*SGVMC108303*
 -7-

Derecognition of Financial Instruments

Financial Asset
The derecognition of a financial asset takes place when the Group has either (a) transferred
substantially all the risks and rewards of the ownership or (b) when it has neither transferred nor
retained substantially all the risk and rewards but it no longer has control over the asset or a
portion of the asset.

Financial Liability
A financial liability is derecognized when the obligation under the liability is discharged,
cancelled or expires.

Goodwill
The carrying amount of the investment in an associate includes goodwill which represents the
excess of the acquisition cost of the investment over the Company’s interest in the fair market
value of the net identifiable assets of the associate as of the acquisition date less accumulated
impairment losses, if any. As of January 1, 2004, such goodwill which is carried at cost is no
longer amortized and is tested annually for impairment. The impairment on goodwill is
determined by comparing (a) the carrying value of goodwill plus the net tangible assets of the
associate and (b) the present value of the annual projected cash flows for five years and the present
value of the terminal value of the movement of balance sheet accounts of the associate computed
under the discounted cash flow method.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization and any
impairment in value.

The initial cost of property and equipment comprises its purchase price and any directly
attributable costs of bringing the property and equipment to its working condition and location for
its intended use.

Expenditures incurred after the property and equipment have been put into operation, such as
repairs and maintenance are normally charged to operations in the period in which the costs are
incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in
an increase in the future economic benefits expected to be obtained from the use of an item of
property and equipment beyond its originally assessed standard of performance, the expenditures
are capitalized as an additional cost of property and equipment.

Depreciation is calculated on a straight-line basis over the estimated useful life of the property and
equipment as follows:

Office and communication equipment 3 years

Transportation and delivery equipment 3 to 5 years
Furniture and fixtures 3 to 5 years

*SGVMC108303*
 -8-

Leasehold improvements are amortized over the estimated useful life of the improvements of
5 years or the term of the lease, whichever is shorter.

The useful life and depreciation and amortization method are reviewed periodically to ensure that
the period and method of depreciation and amortization are consistent with the expected pattern of
economic benefits from items of property and equipment.

Income Tax
Deferred income tax is provided, using the balance sheet liability method, on all temporary
differences at the balance sheet date between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized
for all taxable temporary differences and, deferred income tax assets are recognized for all
deductible temporary differences to the extent that it is probable that taxable income will be
available against which the deferred tax asset can be used or when there are sufficient taxable
temporary differences which are expected to reverse in the same period as the expected reversal of
the deductible temporary differences. The carrying amount of deferred tax assets is reviewed at
each balance sheet date and reduced to the extent that it is no longer probable that sufficient
taxable income will be available to allow all or part of the deferred tax asset to be utilized.
Deferred tax assets and liabilities are measured using the tax rate expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled.

Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Where the Group expects a provision to be reimbursed, the reimbursement is
recognized as a separate asset but only when the reimbursement is virtually certain.

Software Costs
Software costs included under the other noncurrent assets account in the Group’s balance sheets
are carried at cost less accumulated amortization and any impairment in value. Software costs are
amortized on a straight-line basis over the estimated useful life of the assets of 3 years.

Revenue and Cost Recognition

Revenue from delivery fees is recognized when the service is rendered. Delivery and bank
charges are recorded when incurred.

Foreign Currency Transactions

Transactions in foreign currencies are recorded using the exchange rate at the date of the
transaction. Foreign currency denominated assets and liabilities are restated using the rates of
exchange approximating those ruling at the balance sheet dates. Foreign exchange differentials
between transaction rate and rate at settlement date or balance sheet date of foreign currency-
denominated monetary assets or liabilities are credited or charged to current operations.

*SGVMC108303*
 -9-

Retirement Costs
The Company has an unfunded and defined benefit retirement plan covering its permanent
employees. Retirement cost is actuarially determined using the projected unit credit method. This
method reflects service rendered by employees to the date of valuation and incorporate
assumptions concerning employees’ projected salaries. Unrecognized experience adjustments and
past service costs are amortized over the expected remaining working lives of employees.

The liability recognized in the balance sheet in respect of defined benefit pension plans is the
present value of the defined benefit obligation at the balance sheet date less the fair value of plan
assets, together with adjustments for unrecognized actuarial gains or losses and past service costs.
The defined benefit obligation is calculated annually by independent actuaries using the projected
unit credit method. The present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using interest rates of high-quality corporate bonds
that are denominated in the currency in which the benefits will be paid, and that have terms to
maturity approximating to the terms of the related pension liability.

Actuarial gains and losses arising from experience adjustments and changes in actuarial
assumptions are credited to or charged against income over the employees’ expected average
remaining working lives. Past-service costs are recognized immediately in income, unless the
changes to the pension plan are conditional on the employees remaining in service for a specified
period of time (the vesting period). In this case, the past-service costs are amortized on a straight-
line basis over the vesting period.

The Company intends to set up a retirement plan qualified by the Bureau of Internal Revenue in
2004 at which time the Company shall have been in operations for six years. Under Republic Act
(RA) No. 7541, its applicability is effective on the 5th year of an employee’s tenure, provided that
the employee is 60 years old but not more than 65 years old.

Leases
Leases where the lesser retains substantially all the risks and benefits of ownership of the asset are
classified as operating lease. Operating lease payments are recognized as expense in the
statements of income on a straight-line basis over the lease term.

Contingencies
Contingent liabilities are not recognized in the financial statements. They are disclosed unless the
possibility of an outflow of resources embodying economic benefits is remote. A contingent asset
is not recognized in the financial statements but disclosed when an inflow of economic benefits is
probable.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand and in banks
which are convertible to known amount of cash with original maturities of three months or less
from dates of placements and that are subject to insignificant risk of changes in value.

Subsequent Events
Post year-end events that provide additional information about the Group’s position at balance
sheet date (adjusting events) are reflected in the financial statements. Post year-end events that are
non-adjusting events are disclosed in the notes to financial statements when material.

*SGVMC108303*
 - 10 -

3. Significant Accounting Judgments and Estimates

The preparation of the financial statements in accordance with Philippine GAAP requires the
Group to make estimates and assumptions that affect the reported amounts of resources, liabilities
income and expenses and the disclosures of the contingent resources and contingent liabilities.
Future events may occur which can cause the assumptions used in arriving at the estimates to
change. The effects of any change in estimates are reflected in the financial statements as they
become reasonably determinable.

The following are the critical judgments and key assumptions that have a significant risk of
material adjustments to the carrying amounts of assets and liabilities within the next financial
year:

(a) Fair value measurement of financial assets and financial liabilities

The fair values of financial instruments that are not quoted in active markets are determined
using valuation techniques. The fair values of financial assets and financial liabilities of the
Company approximate their market values since these are short-term in nature.

(b) Recoverability of deferred income taxes

The Company believes that it is not highly probable that certain temporary differences will be
realized in the future. Accordingly, deferred tax assets of P
=0.5 million is not recognized as of
December 31, 2005 and 2004.

(d) Present value of retirement obligation

The assumed discount rates were determined using the market yields on Philippine
government bonds with terms consistent with the expected employee benefit payout as of
statement of condition date.

The expected rate of return on assets of 8% was based on the average historical premium of
the fund assets. The assumed discount rates were determined using the market yields on
Philippine government bonds with terms consistent with the expected employee benefit
payout as of statement of condition dates. The net pension liability of the Company amounted
to P
=1.4 million and P
=0.2 million as of December 31, 2005 and 2004, respectively.

4. Risk Management Policies

Financial Risk Management Objectives and Policies

The Group’s financial instruments mainly comprise of short-term loans from banks and advances
from stockholders. The main purpose of these financial instruments is to raise funds for the
Group’s fulfillment or delivery of remittance transactions to beneficiaries. The Group has also
various other financial assets and liabilities such as Accounts Receivable from Foreign Offices and
Agents and Accounts Payable to Beneficiaries, which arise directly from its remittance operations.

*SGVMC108303*
 - 11 -

The main risks arising from the Group’s financial instruments are credit risk, interest rate risk
foreign currency risk, cash flow interest rate risk, and liquidity risk. The BOD reviews and agrees
policies for managing each of these risks and they are summarized below.

Credit Risk
Accounts receivable from foreign offices and agents arises as a result of its remittance operations
in various regions of the globe. It is the Group’s credit policy that all foreign offices and agents
must settle its accounts following the next banking day settlement policy, otherwise, the
fulfillment or delivery of their remittance transactions will be put on hold. For new Agents of the
Group, it is a requirement to provide advance funding to the Group, which is equivalent to their
average daily remittance transactions, to fulfill or deliver their remittance transactions.

In addition, receivable balances are monitored daily by the regional managers with the result that
the Group’s exposure to bad debts is not significant.

Interest Rate Risk

The Group follows a prudent policy on managing its resources and liabilities so as to ensure that
exposure to fluctuations in interest rates is kept within acceptable limits.

The method by which the Group measures the sensitivity of its assets and liabilities to interest rate
fluctuations is by way of interest rate sensitivity gap analysis. This analysis provides the Group
with a measure of the impact of changes in interest rates on the accrual portfolio i.e., the risk
exposure of future accounting income. The repricing gap is calculated by distributing the balance
sheet into tenor buckets according to the time remaining to maturity or next repricing date and
then obtaining the difference between the total of the repricing (interest sensitive) assets and
repricing (interest sensitive) liabilities.

A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the
amount of interest rate sensitive assets. A gap is considered positive when the amount of interest
rate sensitive assets exceeds the amount on interest rate sensitive liabilities. Accordingly, during a
period of rising interest rates, a company with a positive gap would be better positioned than one
with a negative gap to invest in or hold higher yielding assets more quickly than it would need to
refinance its interest-bearing liabilities. During a period of falling interest rates, a company with a
positive gap would tend to see its assets repricing at a faster rate than one with a negative gap,
which may restrain the growth of its net income or result in a decline in net interest income.

The following table sets forth the asset-liability gap position of the Group as of December 31,
2005:

Up to 1 1 to 3 3 to 6 6 to 12 Greater than
month months months months 1 year Total
Assets
Accounts receivable P
=– P
=– =–
P =–
P =–
P =–
P
Investments – – – – – –
Placements with other banks – – – – – –
Other resources – – – – – –
Total resources P
=– P
=– =–
P =–
P =–
P =–
P

*SGVMC108303*
 - 12 -

1 to 3 3 to 6 6 to 12 Greater than
Up to 1 month months months months 1 year Total
Liabilities and capital
Accounts payable =–
P =–
P =–
P =–
P =–
P =–
P
Interest bearing loans 72,653,674 – 4,755,000 12,770,250 48,578,350 138,757,274
Other liabilities – – – – – –
Total liabilities – – – – – –
Capital funds – – – – – –
Total liabilities and capital
funds =72,653,674
P P–
= =4,755,000
P =12,770,250
P =48,578,350 P
P =138,757,274
Asset-liability gap (P
=72,653,674) =–
P (P
=4,755,000) (P
=12,770,250) (P
=48,578,350) (P
=38,757,274)

Foreign Currency Risk

It is the Group’s policy that all daily foreign currencies, which arises as a result of its remittance
transactions, must be traded daily with bank partners only at prevailing foreign exchange rates in
the market. The daily closing foreign exchange rates shall be the guiding rate in providing
wholesale rates and retail rates to foreign offices and agents, respectively. The trading proceeds
will be used to pay out bank loans and other obligation of the Group.

Cash Flow Interest Rate Risk

The Group’s exposure to cash flow interest rate risk is minimal. The Group’s policy is to manage
its interest cost using a fixed short-term rate of debts.

Liquidity Risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility
through the use of short-term bank loans and advances from stockholders. The Group’s policy is
to maintain a debt to equity ratio of 3:1 in order to comply with one of the requirements of the
Board of Investments (BOI).

5. Cash on Hand and in Banks

Details of this account follows:

Group Parent Company

2005 2004 2005 2004
Cash on hand P
=16,750,806 =41,498,897
P P
=16,750,806 =41,498,897
P
Cash in banks 152,547,613 103,877,737 117,590,181 95,511,320
P
=169,298,419 =145,376,634
P P
=134,340,987 P =137,010,217

Cash in banks earn interest at the respective bank deposit rates.

*SGVMC108303*
 - 13 -

6. Receivables

This account consists of receivables from:

Group Parent Company

2005 2004 2005 2004
Agents P
=211,807,174 =179,678,169
P =196,777,524 P
P =173,676,834
Related parties 46,770,465 55,752,242 46,770,465 55,752,242
Couriers 13,688,217 8,224,850 13,688,217 8,224,850
Others 5,826,632 4,242,971 3,654,582 4,242,968
P
=278,092,488 =247,898,232
P =260,890,788 P
P =241,896,894

The carrying value of receivables from agents, couriers, related parties and others are due on
demand or within one year. Their fair values approximate their respective carrying values.

7. Other Current Assets

This account consists of:
Group Parent Company
2005 2004 2005 2004
Cash in bank - FCDU (restricted) P
=– =84,400,500
P P
=– =84,400,500
P
Input VAT 7,329,562 4,790,055 7,329,562 4,790,055
Prepaid expenses 6,086,132 1,246,673 1,585,058 1,067,242
P
=13,415,694 =90,437,228
P P
=8,914,620 =90,257,797
P

In 2004, this account includes dollar deposits amounting to $1.50 million which was used as a
hold-out security for the Company’s short-term interest-bearing dollar-denominated loans
(Note 12).

8. Investments in Subsidiaries and an Associate

This account consists of:

Group Parent Company

2005 2004 2005 2004
Acquisition cost:
Balance at beginning of year P
=6,903,285 =6,903,285
P P
=17,247,285 P6,903,285
=
Additional investment 3,554,754 – 3,554,754 10,344,000
Balance at end of year 10,458,039 6,903,285 20,802,039 17,247,285
Accumulated equity in net earnings (loss) of
associates:
Balance at beginning of year (4,069,197) (4,619,641) – –
Equity in net earnings (loss) during
the year (see Note 15) (1,039,153) 550,444 – –
Balance at end of year (5,108,350) (4,069,197) – –
P
=5,349,689 =2,834,088
P P
=20,802,039 =17,247,285
P

*SGVMC108303*
 - 14 -

On October 1, 2004, the Parent Company acquired 240,500 shares of International Remittance
(Canada) Ltd (IRL) for P
=10,344,000 for a premium of P4,983,052 (see Note 10).

On July 8, 2005, the Parent Company’s BOD approved the incorporation of I-Remit Europe AG a
stock corporation organized and registered in Austria. Accordingly, the Parent Company made on
investment of P
=3,554,754 in 2005. As of December 31, 2005, the investee has yet to start its
operations.

Investment account also includes the Parent Company’s 51% equity interest in Lucky Star
Management Limited.

9. Property and Equipment

This account consists of:

Group
2005
Office and Transportation
Communication and Delivery Furniture Leasehold
Equipment Equipment and Fixtures Improvements Total 2004
Cost
January 1 P
= 7,429,386 3,107,788 2,131,547 7,947,480 20,616,201 15,133,764
Additions 1,822,064 – 377,404 1,496,580 3,696,048 5,482,437
Disposals – – – 95,680 95,680 –
December 31 9,251,450 3,107,788 2,508,9951 9,348,380 24,216,569 20,616,201
Accumulated Depreciation and
Amortization
January 1 6,029,755 912,516 897,546 3,084,217 10,924,043 7,252,528
Depreciation and amortization 1,100,363 596,068 428,644 1,589,888 3,714,963 3,671,506
Disposals – – – 19,060 19,060 –
December 31 7,130,118 1,508,584 1,326,190 4,655,045 14,619,937 10,924,034
Net Book Value P
= 2,121,332 P
= 1,599,204 P
= 1,182,761 P
= 4,693,335 P
= 9,596,632 =9,692,167
P

Parent Company
2005
Office and Transportation
Communication and Delivery Furniture Leasehold
Equipment Equipment and Fixtures Improvements Total 2004
Cost
January 1 P
= 6,806,232 P
= 3,107,788 P
= 1,568,047 P
= 5,234,947 P
= 16,717,014 =15,077,080
P
Additions 1,675,835 – 91,461 1,347,594 3,114,890 1,639,934
December 31 8,482,067 3,107,788 1,659,508 6,582,541 19,831,904 16,717,014
Accumulated Depreciation and
Amortization
January 1 5,747,087 912,516 714,133 2,750,802 10,124,538 6,915,791
Depreciation and amortization 990,901 596,068 312,553 1,046,989 2,946,511 3,208,747
December 31 6,737,988 1,508,584 1,026,686 3,797,791 13,071,049 10,124,538
Net Book Value P
= 1,744,079 P
= 1,599,204 P
= 632,822 P
= 2,784,750 P
= 6,760,855 =6,592,476
P

*SGVMC108303*
 - 15 -

10. Other Noncurrent Assets

This account consists of:

Group Parent Company

2005 2004 2005 2004
Goodwill P
=4,983,052 =4,983,052
P P
=- =-
P
Software development cost - net 2,072,207 408,987 2,072,207 408,987
Refundable deposits 1,753,893 1,414,649 1,342,821 1,113,061
Others 44,000 44,000 44,000 44,000
P
=8,853,152 =6,850,688
P P
=3,459,028 =1,566,048
P

Movements in software costs accounts follow:

Group Parent Company

2005 2004 2005 2004
(In Thousands)
Balance at beginning of year P
=408,987 =1,125,919
P P
=408,987 =1,125,919
P
Additions 2,081,105 401,856 2,081,105 401,856
Amortization (417,885) (1,118,788) (417,885) (1,118,788)
Balance at end of year P
=2,072,207 =408,987
P P
=2,072,207 =408,987
P

11. Beneficiaries and Other Payables

This account consists of:

Group Parent Company

2005 2004 2005 2004
Beneficiaries P
=124,501,667 =7,207,321
P P
=82,548,580 =2,338,139
P
Agents, couriers and trading clients 26,794,365 13,134,185 25,871,133 13,134,185
Accrued expenses 7,605,047 8,212,762 7,605,047 8,212,762
Advances from related parties
(Note 19) 12,676,126 76,179,659 3,620,410 76,179,659
Others 13,758,957 6,071,542 13,313,951 5,129,393
P
=185,336,162 110,805,469 P
=132,959,121 =104,994,138
P

12. Interest-Bearing Loans

This account includes unsecured, short-term interest-bearing peso-denominated loans amounting

to P
=85.5 million in 2005 and P=178.0 million in 2004 (see Note 15). These loans bear annual
interest rates ranging from 5.00% to 13.00% in 2005 and 5.00% to 11.00% in 2004 (see Note 19).

The Parent Company has unused credit facility amounting to P

=377.3 million and P
=122.0 million as
of December 31, 2005 and 2004, respectively.

*SGVMC108303*
 - 16 -

13. Deposits on Future Stock Subscriptions

On November 12, 2004, the Parent Company’s BOD approved an additional P =30.0 million thereby
increasing the deposits on future stock subscriptions from existing stockholders to P
=53.0 million.
The stockholders who also make up the BOD committed to convert these into the common stock
of the Parent Company.

14. Other Operating Expenses

This account consists of:

Group Parent Company

2005 2004 2005 2004
Transportation and travel P
=3,000,748 P
=3,367,386 P
=1,500,666 P
=2,304,581
Entertainment, amusement and
recreation 2,353,424 2,351,489 2,131,680 2,351,489
Taxes and licenses 1,614,491 430,908 552,929 359,644
Insurance 1,207,311 853,919 1,062,873 853,919
Retirement benefit expense 1,162,251 190,838 1,162,251 190,838
Association dues 760,391 609,177 760,391 609,178
Repairs and maintenance 558,112 228,778 233,250 228,778
Write-off of receivables – 3,394,615 – 3,394,615
Miscellaneous 1,716,682 966,532 1,029,831 430,259
P
=12,373,410 =12,393,642
P P
=8,433,871 =10,723,301
P

15. Other Charges

This account consists of:

Group Parent Company

2005 2004 2005 2004
Interest expense (Notes 11 and 17) P
=23,374,760 =14,228,476
P P
=23,374,760 =14,204,085
P
Interest income (587,869) (617,169) (461,007) (617,169)
Equity in net earnings of an associate
(Note 8) 1,039,153 (550,444) – –
Others (942,933) (3,015,766) (249,806) (13,637)
P
=22,883,111 =10,045,097
P P
=22,663,947 =13,573,279
P

*SGVMC108303*
 - 17 -

16. Common Stock

This account consists of:

2005 2004
Common stock - P=100 par value
Authorized - 2,000,000 shares
Issued – 500,000 shares P
=50,000,000 =50,000,000
P

There was no issuance of shares in 2005 and 2004.

17. Retirement Plan

Provisions for pension obligations are established for benefits payable in the form of retirement
pensions. Benefits are dependent on years of service and the respective employee’s final
compensation.

The Company determined its transitional liability for defined benefit plan as the present value of
the obligation at the date of the adoption reduced by the fair value of plan assets. Transitional
liability will be amortized prospectively over five years starting January 1, 2004. The following
table shows the actuarial valuation results of the Company:

Reconciliation between the unfunded obligation per actuarial report and the net liability
recognized in the balance sheet follows:

2005 2004
Present value of unfunded obligations P
=2,957,502 =1,178,622
P
Unrecognized amortization:
Transitional liability (1,604,413) (714,432)
Actuarial – (273,352)
Net liability P
=1,353,089 =190,838
P

Retirement expense is comprised of the following:

2005 2004
Current service cost P
=368,231 =380,421
P
Interest cost 170,900 117,365
Recognition of actuarial loss 623,120 –
Nonrecognition of transitional liability – (306,948)
Total pension expense P
=1,162,251 =190,838
P

*SGVMC108303*
 - 18 -

The movements in the liability recognized in the balance sheet follows:

2005 2004
Net liability at beginning of year P
=190,838 =190,838
P
Retirement expense recognized in the
income statement 1,162,251 –
Net liability at end of year P
=1,353,089 =190,838
P

18. Operating Lease Commitment

The Parent Company has operating lease agreements for its office space for a period of fifty-and-a
half months (50 ½), which commenced on September 16, 2002 and expires on November 30,
2006. These leases have an escalation clause of 10% on the 13th month of the lease term and
every year thereafter and may be renewed under the terms and conditions mutually agreed upon by
the Parent Company and the lessor. Rent expense pertaining to these leased properties amounted
to P
=3.87 million in 2005 and in 2004 (see Note 14).

The Parent Company entered into a lease agreement in December 2005 for additional office space
for a period of thirty-six months, which commences on February 1, 2006 and expires on
January 31, 2009.

19. Related Party Transactions

In the ordinary course of business, the Group engages in transactions with related parties
consisting primarily of the following:

(a) Delivery services for a fee with Lucky Star-Hongkong for which revenue amounted to P =14.89
million and P
=16.85 million, respectively in 2005 and 2004, while receivables amounted to
=9.02 million and P
P =9.04 million as of December 31, 2005 and 2004, respectively (Note 6);

(b) Delivery service for a fee with IRL. Revenue from these transactions amounted to P
=14.27
million in 2005 and P
=13.68 million in 2004, while receivables amounted to P
=74.19 million and
=59.17 million as of December 31, 2005 and 2004, respectively (Note 6).
P

(c) Interest-bearing loans from stockholders, affiliated local bank, affiliated companies
aggregating to P
=138.76 million and P =262.40 million as of December 31, 2005 and 2004,
respectively (see Note 8). Interest expense recognized on these loans amounted to
=19.02 million and P
P =10.67 million in 2005 and 2004, respectively; and

*SGVMC108303*
 - 19 -

(d) Non-interest bearing operating cash advances to/from stockholders, associate and companies
owned by the stockholders. The following table shows the details of advances to/from related
parties:

2005 2004
Advances to related parties (Note 6):
Stockholders P
=– =34,164,221
P
Others 46,770,965 21,588,021
P
=46,770,965 =55,752,242
P

Compensation of Key Management Personnel of the Group

The remuneration of directors and other members of key management are as follows:

2005 2004

Short-term benefits P
=4,961,528 =4,823,040
P
Post-employment benefits 178,168 200,764
P
=5,139,696 =5,023,804
P

20. Registration with the Board of Investments

The Company is registered with the Board of Investments (BOI) as a New Information
Technology Service Firm in the field of Information Technology Services (Remittance
Infrastructure Systems) on a Non-Pioneer Status under the Omnibus Investments Code of 1987.
The registration entitles the Company to, among others, income tax holiday for four (4) years from
November 12, 2001. The Company’s income tax holiday has been extended until November 11,
2007 as approved by BOI.

*SGVMC108303*
 PARTIES TO THE OFFER

THE COMPANY

I-Remit, Inc.

26th Floor Discovery Centre

25 ADB Avenue, Ortigas Center
1605 Pasig City, Philippines

SOLE ISSUE MANAGER AND LEAD UNDERWRITER

First Metro Investment Corporation

20th Floor GT Tower International

6813 Ayala Avenue corner HV Dela Costa St.
1227 Makati City, Philippines

PARTICIPATING UNDERWRITERS

AB Capital and Investment Corporation

8th Floor, PHINMA Plaza,

39 Plaza Drive
Rockwell Center
1200 Makati City, Philippines

RCBC Capital Corporation

7th Floor, Yuchengco Tower,

RCBC Plaza,
6819 Ayala Avenue,
0727 Makati City, Philippines

TRANSACTION COUNSEL

Tan Venturanza Valdez

2704 East Tower

Philippine Stock Exchange Centre
Exchange Road, Ortigas Center
1605 Pasig City, Metro Manila, Philippines

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Sycip Gorres Velayo & Co.

6760 Ayala Avenue

1226 Makati City, Philippines