A.d//x/m. Re: Attention: MS. JANET A. ENGARNACION Head, Disclosure Department

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1 ZEUS HOLDINGS, INC. 20/F, LKG Tower, 6801 Ayala Avenue, Makati City Tel. No. (634 8efifi6 / Fax No. (632) 88tt January 2013 PHILIPPINE STOCK EXCHANGE 4/F PSE Centre Floor, Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue MakatiCity Attention: MS. JANET A. ENGARNACION Head, Disclosure Department Re: Gentlemen: Certification of Compliance with Manual of Corporate Govemance ln compliance with Secunfibs and Exchange Commrssrbn (SEC") Memorandum Circutar No. 3, Senes of Amendment of Reportorial Requircmenfs), we submit herewith Zeus Holdings, lnc.'s Certification of Compliance with its Revised Manual on Corporate Governane (SEC Form MCG-2AA{ forthe calendar year2o12. Very A.d//x/m truly yours, DAISY LIPARKER / ALVIN T. PAGAYATAN Corpora(e Secretary Asst. Corporate Secretary c\alvin Docs\Zeus Holdings lnc\orporate govemanceuetpse(oettofcompliatee) t1oc

2 COVER SHEET SEC Registration Number Z E U S H O L D I N G S, I N C. (Company s Full Name) 2 0 / F L K G T O W E R, A Y A L A A V E N U E M A K A T I C I T Y (Business Address: No. Street City/Town/Province) ATTY. DAISY L. PARKER (Contact Person) (Company Telephone Number) CERTIFICATION M C G Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) (Secondary License Type, If Applicable) Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes.

3 ZEUS HOLDINGS, INC. 2AF, LKG Tower, 6801 Ayala Avenue, Makati City Tel. No. (632) / Tebfax (632) 88+1/ng 10 January 2013 SECURITIES AND EXCHANGE COTiIISSION SEC Building, EDSA, Greenhills Mandaluyong Crty, Metro Manila Aftention: ATTY. JUSTINA F. CALLANGAN Acting Director Corporation Finance Department Re: Gentlemen: Certification of Compliance with Manual of Corporate Govemance ln compliance with Secunfrbs and Exchange Commission ("SEC) Memorandum Circutar No. 3, Senes of 2007 (on Amendment of Reportorial Requiremenfs,f, we submit herewith Zeus Holdings, lnc.'s Certification of Compliance with its Revised Manual on Corporate Govemance (SEC Form MCG-2002) forthe calendar year 2O12. Very truly yours,. PAGAYATAN Corporatqpecretary Asst. Corporate Secretary c:wvin Do6\Zeus Holdir s lrrcbrporate governa.lceuetsec(certoftomdianae) doc

4 SECURmES AHD EXCHAIIGE COmmlsSION SEC Form itcg-2002 CERTIFICATPNI l, DAISY L. PARKER, of legal age, Filipino, with office address at2}lf LKG Tower, 6801 Ayala Avenue, Makati City, after being swcrn in accordance with law, depose and state that: 1. I am the incumbent Compliance Officer of ZEUS HOLDINGS, lnc. (the'corporation") a corporation organized and existing under Philippine laws, with office address at 2AlF, LKG Tower,6801 Ayala Avenue, Makati City; 2. n2a12, he Corporation substantially complied with the provisions of ib Revised Manual of Corporate Governance (the "Manual'), as prescribed by SEC Memorandum Circular No. 6, Series of 2009; 3. During the same year, except for the following, there has been no major devi_ation ftom the Manual: Baard of Directars;Drfles and Functions.. Establishment and maintenance of an investor relations progmm that will keep the stockholders informed of importiant developments in the Corporation. (Section (z](dlj ldentification of the sectors in the communi$ in which the Coryoration operates or which are directly affected by its operations and formulate a clear policy of accurate, timely and effective communications with them. (Section (2)(e l Establishment and maintenance of an altemative dispute resolution system in the Corporation that can amicably settle conflicts or differences between the Corporation and its stockholders, and the Corporation and third parties, including regulatory authorities. (Section (z'xti) Compensafibn and Remuneratian Commiftee; Duties and Responsibfftfibs. - o Establishment of a formal and transparent procedure for developing a policy on executive remuneration packages of corporate offices and directors, and provide oversight over remuneration of senior management and other key personnel. (Section t Due to lirnited operations, the Corporation has yet to establish an investor relations prograrn. ln any case, all important developments are pcsted in the Corporation's website ( which is easily accessible and regularly updated. Due to limited operations, the Corporation does not perceive a need at this time to formulate a mmmunications policy with regard to relevant sectors of the community. Due to limited operations, the Corporation has yet to establish an altemative dispute resolution system for settlement of conflicts. Due to limited operations, the Company has no compensation scheme for its directors and officers at this time. r Designation of amount of remuneration sufficient to attract and retain directors

5 Teus bddirgs, lrr'. Certifcation of Camplianewith Manual on &rqrate Govematw Pagc f,lo.2 and officers who are needed to run the Corporation successfully. (section \ Audit Committee; Dufies and Reqponsibilrfles.-. Organization of an intemal audit department. (Section ) Due to limited operations, the Company does not perceive a need at this time for the organization of an intemal audit department 4. I am issuing this Certificate in compliance with the requirement of the Securities and Exchange Commission on the annual reporting on the Company's compliance with the Manual of Corporate Governance Mefo Manila. ln wtness urhereof, I have signed ffris Certificat,"J$$ j j?w,. MAKATI /gl CITY tr' I -rt UEH PO SEiIG subscrlbed AND sworn to before *"i$l{ I exhibiting to me the following: in $ia$(''\tg CIT,Y affiants Name Daisy L. Parker Yuen Po Seng Comoetent Evidene of ldentitv Passport No. E Passport No. A Date/Plaoe lssued : Manila, Philippines 1 & ; Subang, Malaysia Doc. No. /. : Paqe No. T' Book No. /q ; Series otffi' r"]ff-firli'i.r'l ATTY. H*1\ Urtii l"ii,r A.rt:li. ' '," ff:'i,ri'",. i l.,1,;,,'. [Jr'it f,:: i"lri,i':r. ' l lr:;r.!'6lrr; $t,- i;r"r