COVER SHEET. (Company's Full Name) CONSOLIDATED CHANGES/UPDATES IN THE ACGR FOR THE YEAR 2015 Last Friday Month Day FORM TYPE Month Day

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2 COVER SHEET S.E.C. Registration Number O M I C O C O R P O R A T I O N (Company's Full Name) U N I T S O L A R E C A P R I O A S I S S I X T O A N T O N I O A V E. P A S I G C I T Y (Business Address : No. Street City / Town / Province) JUANA LOURDES M. BUYSON to 25 Contact Person Company Telephone Number CONSOLIDATED CHANGES/UPDATES IN THE ACGR FOR THE YEAR 2015 Last Friday Month Day FORM TYPE Month Day Fiscal Year Annual Meeting Secondary License Type, If Applicable C G F D Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings as of December 31, 2015 N O N E N O N E Total Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document I.D. Cashier S T A M P S Remarks = pls. Use black ink for scanning purposes

3 OMICO CORPORATION CONSOLIDATED CHANGES/UPDATES IN THE ANNUAL CORPORATE GOVERNANCE REPORT (ACGR) FOR THE YEAR

4 A. BOARD MATTERS 1) Board of Directors (a) Composition of the Board Complete the table with information on the Board of Directors: Director s Name Type [Executive (ED), Non-Executive (NED) or Independent Director (ID)] If nominee, identify the principal Nominator in the last election (if ID, state the relationship with the nominator) Date last elected (if years Elected ID, state served as when Date first the director (Annual elected number of As of /Special years Meeting) served as ID) Annual 22 years Tommy Kin Hing Tia ED/Chairman Juana Lourdes M. Buyson Anson Chua Tiu Co ED/Vice- -do Annual 7 years Chairman Anna Mei Nga Tia ED/President -do Annual 11 years & CEO Juan Jose Rodom T. Fetiza NED -do Annual 9 years Angel Severino Raul B. -do Annual 3 years Ilagan, Jr. NED Albert Y. Yung ID -do-/no Annual 2 years Relationship John Edwin N. Co ID -do-/no Annual 2 years Relationship (ii) Directorship in Other Listed Companies Identify, as and if applicable, the members of the company s Board of Directors who are also directors of publicly-listed companies outside of its Group: Director s Name Name of Listed Company Type of Directorship (Executive, Non-Executive, Independent). Indicate if director is also the Chairman. Tommy Kin Hing Tia Federal Resources Investment Group Inc. Executive/Chairman up to April 28, 2015 Anna Mei Nga Tia Federal Resources Investment Group Inc. Executive/President & CEO up to May 18, 2015 Albert Y. Yung Federal Resources Investment Group Inc. Independent Director up to April 28, 2015 John Edwin N. Co Federal Resources Investment Group Inc. Independent Director up to May 18,

5 6) Orientation and Education Program (b) State any in-house training and external courses attended by Directors and Senior Management for the past three (3) years: Name of Name of Training Date of Training Program Director/Officer Institution Tommy Kin Hing Tia August 28, 2015 March 28, 2014 Anson Chua Tiu Co August 28, 2015 October 21, 2014 SEC- Corporate Governance Forum SEC-CGFD February 23, 2013 An Economic Prescription Dr. Nouriel Roubini Anna Mei Nga Tia August 28, 2015 March 28, 2014 Angel Severino Raul B. Ilagan, Jr. September 29, 2015 October 21, 2014 SEC- Corporate Governance Forum SEC-CGFD March 16, 2013 March 15, 2013 Corporate Governance Updates International Trade Law Legis Forum, Inc. Legis Forum, Inc. (by Atty. Anthony Abad) Juan Jose Rodom T. Fetiza August 28, 2015 March 28, 2014 May and MCLE Course UP Law Center May 28 29, 2013 Fourth Compliance Albert Y. Yung August 28, 2015 October 21, 2014 SEC- Corporate Governance Forum SEC-CGFD May 17, 2013 Ethics & Good Governance PICPA John Edwin N. Co August 28, 2015 March 28, 2014 May 17, 2013 Ethics & Good Governance PICPA Emilio S. Teng August 28, 2015 March 28, 2014 March 01, 2013 February 20, 2013 MCLE Compliance No. IV Asian Center for Legal Excellence Juana Lourdes M. Buyson November 10, 2015 August 28, 2015 April 23, 2015 November 26, 2014 October 21, 2014 September 23, 2014 March 28, 2014 November 29, 2013 Maria Elena F. Alqueza November 10, 2015 August 28, 2015 April 23, 2015 November 26, 2014 September 23, 2014 March 28, 2014 November 29, 2013 May 27, 2013 Ma. Marry Janette M. August 28, 2015 Lescano March 28, 2014 Annual Disclosure Rules Seminar SEC Corporate Governance Workshop on the ASEAN Corporate Governance Scorecard for Publicly-Listed Companies Annual Listing & Disclosure Rules Seminar SEC- Corporate Governance Forum EDGE Training EDGE Training Annual Disclosure Rules Seminar SEC Corporate Governance Workshop on the ASEAN Corporate Governance Scorecard for Publicly-Listed Companies Annual Listing & Disclosure Rules Seminar EDGE Training EDGE Training Ethics & Good Governance SEC SEC-CGFD SEC PICPA 3

6 C. BOARD MEETINGS & ATTENDANCE 2) Attendance of Directors (for the Year 2015) Board Name Date of Election Held during Attended % the year Chairman Tommy Kin Hing Tia % Vice-Chairman Anson Chua Tiu Co % President/CEO Anna Mei Nga Tia % Member Juan Jose Rodom T. Fetiza % Member Angel Severino Raul B. Ilagan, Jr % Independent Albert Y. Yung % Independent John Edwin N. Co % D. REMUNERATION MATTERS 3) Aggregate Remuneration (for the Year 2015) Complete the following table on the aggregate remuneration accrued during the most recent year: Remuneration Item (a) Fixed Remuneration Executive Directors Non-Executive Directors (other than independent directors) Independent Directors 4,550, (b) Variable Remuneration (c) Per diem Allowance PhP90, PhP78, PhP102, (d) Bonuses (e) Stock Options and/or other financial instruments (f) Others (Specify) Total PhP4,640, PhP78, PhP102,

7 E. BOARD COMMITTEES Committee Members (a) Audit Committee Office Name Date of Appointment Held Attended % Length of Service in the Committee Chairman (ID) Albert Y. Yung % 2 years Member (NED) Juan Jose Rodom T. Fetiza % 2 years Member (ID) John Edwin N. Co % 2 years (b) Nomination Committee Office Name Date of Appointment Held Attended % Length of Service in the Committee Chairman (ED) Anna Mei Nga Tia Member (ID) Albert Y. Yung Member (ID) John Edwin N. Co (c) Remuneration Committee Office Name Date of Appointment Held Attended % Length of Service in the Committee Chairman (ED) Tommy Kin Hing Tia Member (ID) Albert Y. Yung Member (ID) John Edwin N. Co (d) Mining Committee Office Name Date of Appointment Held Attended % Length of Service in the Committee Chairman (ED) Tommy Kin Hing Tia % 8 years Member (ED) Anson Chua Tiu Co % 3 years Member (NED) Angel Severino Raul B Ilagan, Jr. (e) Investment Committee Office Name Date of Appointment Held Attended % Length of Service in the Committee Chairman (ED) Anna Mei Nga Tia Member (ED) Anson Chua Tiu Co % 1 year Member (ID) Albert Y. Yung

8 Changes in Committee Members Indicate any changes in committee membership that occurred during the year and the reason for the changes: Name of Committee Name Reason Amendment to Article II of the Articles of Incorporation At the meeting of the Board of Directors held on March 19, 2015, the Board approved the amendment of the Second Article of the Company s Articles of Incorporation for the extension of the Company s corporate term to another fifty (50) years from and after the date of expiration of the first fifty (50)-year term of the Company. Article Second as amended will read as follows: SECOND. - That the term for which said Corporation is to exist is extended to another fifty (50) years from and after the date of expiration of its first fifty (50)-year term on August 29, 2018; The amendment was approved by the shareholders at the Annual Stockholders Meeting held on May 29, The SEC likewise approved the said amendment as per SEC Certificate of Filing of Amended Articles dated October 21, Annual Corporate Governance Rerpot (ACGR) for the Year 2014 In compliance with the SEC Advisory to all publicly-listed companies dated March 12, 2015 which requires the submission of the 2014 ACGR as an attachment to the Annual Report (SEC Form 17-A), the Company submitted its 2014 Annual Report (SEC Form 17-A) on April 14, 2015 with the 2014 ACGR as an attachment. Consolidated Changes/Updates in the Company s ACGR for the Years 2015 In compliance with SEC Memorandum Circular No. 1, Series of Guidelines for Changes and Updates in the ACGR and in accordance with the SEC Memorandum Circular No. 12, Series of 2014 Clarification for Changes and Updates in the ACGR, the Board approved on December 04, 2015 the Corporation s Consolidated Changes in the Annual Corporate Governance Report (ACGR) for the Year

9 Work Done and Issues Addressed Describe the work done by each committee and the significant issues addressed during the year. Name of Committee Work Done Issues Addressed Audit The Audit Committee performed their functions, duties and responsibilities as stated in the Audit Committee Charter, specifically in assisting the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations. The Audit Committee reviewed the Company s 2014 Audited Financial Statements prior to the approval by the Board, pursuant to the SEC s Code of Corporate Governance and in compliance with the Company s Manual of Corporate Governance. Also, in compliance with SEC Memorandum Circular No. 4 Series of 2012, the Audit Committee conducted a Self Assessment on Performance for the Year 2014 which was submitted to the SEC on March 19, Nomination The Nomination Committee performed their functions in accordance with their duties and responsibilities as stated in the Company s RMCG specifically on the review and evaluation of the qualifications of the board nominees. Remuneration The Compensation and Remuneration Committee performed their functions in accordance with their duties and responsibilities as stated in the Company s RMCG. Mining Conducted meetings and made discussions relative to some mining prospects and projects being offered to the Company. Investment Conducted meetings and discussed investment prospects. 7

10 Committee Program Provide a list of programs that each committee plans to undertake to address relevant issues in the improvement or enforcement of effective governance for the coming year. Name of Committee Planned Programs Issues to be Addressed Audit Conduct an Annual Self Assessment on Performance for the year Review the Company s RMCG for necessary updates. Nomination Remuneration I. DISCLOSURE AND TRANSPARENCY 1) Ownership Structure Holding 5% shareholding or more (as of ) Shareholder Number of Shares Percent Beneficial Owner PCD Nominee Corp. Filipino 924,397, % PCD Participants PCD Nominee Corp. Non-Filipino 69,166, % PCD Participants 3) External Auditor s fee (for the audit of the Company s 2014 financial statements) Name of auditor Audit Fee Non-audit Fee R. R. Tan & Associates PhP210, ) Date of release of audited financial report: April 14, ) Company Website Does the company have a website disclosing up-to-date information about the following? Business operations Financial statements/reports (current and prior years) Materials provided in briefings to analysts and media Shareholding structure Group corporate structure Downloadable annual report Notice of AGM and/or EGM Company's constitution (company's by-laws, memorandum and articles of association) None 8

11 J. RIGHTS OF STOCKHOLDERS Notice of Annual Stockholders Meeting Notices together with the Company s Annual Report are mailed to stockholders at least 15 trading days before the date of the annual stockholders meeting. However, the Company s disclosure on the actual date, time and place of the annual stockholders meeting is submitted to the and SEC more than 21 business days before the annual meeting. a. Date of sending out notices: May 08, 2015 b. Date of the Annual Stockholders Meeting: May 29, 2015 Result of Annual Stockholders Meeting s Resolutions Resolution Approving Dissenting Abstaining The 2015 Annual Stockholders Meeting s resolutions include the following: Approval of the Minutes of the Annual Meeting of Stockholders held on May 30, 2014; Annual Report of the President; Ratification of Acts and Proceedings of the Board of Directors and Management from May 30, 2014; Election of Directors; Election of External Auditor; and Amendment of Articles of Incorporation for the extension of the Company s corporate term Stockholders, present at the meeting, owning and controlling 738,534,582 shares of stock which is equivalent to % of the total issued and outstanding common shares as of April 30, 2015 of 1,050, 461,673. Date of publishing of the result of the votes taken during the most recent AGM for all resolutions: May 29, and SEC disclosure on the results of the Annual Stockholders Meeting Stockholders Attendance Details of Attendance in the Annual Stockholders Meeting Held: Type of Meeting Annual Names of Board members / Officers present Board Members Present: Tommy Kin Hing Tia Anna Mei Nga Tia Juan Jose Rodom T. Fetiza Albert Y. Yung John Edwin N. Co Officers Present: Emilio S. Teng Juana Lourdes M. Buyson Ma. Elena F. Alqueza Ma. Marry Janette M. Lescano Date of Meeting Voting Procedure (by poll, show of hands, etc.) % of SH Attending in Person % of SH in Proxy Total % of SH attendance By poll.060% % % 9

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