MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF SAN MIGUEL PURE FOODS COMPANY, INC.

Transcription

1 MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF SAN MIGUEL PURE FOODS COMPANY, INC. Held on 10 May 2013 SMC Executive Dining Room Head Office Complex, Mandaluyong City DIRECTORS PRESENT: MR. EDUARDO M. COJUANGCO, JR. Chairman (also Chairman of Executive Committee) MR. RAMON S. ANG Vice Chairman MR. FRANCISCO S. ALEJO III President MR. MENARDO R. JIMENEZ (also Chairman of Executive Compensation Committee) MR. CANCIO C. GARCIA (also Chairman of Audit Committee) MR. CARMELO L. SANTIAGO (also Chairman of Nomination and Hearing Committee) MR. MARIO C. GARCIA IN ATTENDANCE: MS. ANGELINA S. GUTIERREZ (Nominee for Director) MR. SILVESTRE H. BELLO III (Nominee for Director) MR. FERDINAND K. CONSTANTINO MS. ZENAIDA M. POSTRADO MS. MA. SOLEDAD E. OLIVES ATTY. ALEXANDRA B. TRILLANA ATTY. MA. CELESTE L. RAMOS I. CALL TO ORDER/CERTIFICATION OF QUORUM The meeting was called to order at 2:00 p.m. The Chairman, Mr. Eduardo M. Cojuangco, Jr. presided over the meeting. The Corporate Secretary, Atty. Alexandra B. Trillana, certified that there are present in person or by proxy, 86.51% of the outstanding common shares and 1.23% of the outstanding preferred shares, for a total of about 79.46% of

2 2 the outstanding capital stock of the Company, comprising both common and preferred shares. The Corporate Secretary informed the assembly that the Chairman holds proxy for 86.31% of the outstanding capital stock of the Company and that he is voting in favor of all corporate actions in the Agenda submitted for approval in the meeting. The Corporate Secretary further noted that as stated in the Information Statement distributed to the stockholders prior to the meeting, each stockholder shall be allowed one vote per share and the election of the Board of Directors shall be by cumulative voting by the common shareholders. In this regard, stockholders may elect directors individually. Unless a motion to cast votes by ballot is made and duly seconded and approved by the majority of the shareholders present or represented at the meeting, the votes for the items for approval will be counted by viva voce or a show of hands. The Company s independent external auditors will assist its stock transfer agent and Assistant Corporate Secretary in the counting of such votes. II. APPROVAL OF THE MINUTES OF PREVIOUS MEETING OF STOCKHOLDERS The Chairman referred to the next item on the Agenda, which is the approval of the minutes of the previous meeting of the stockholders held on May 11, 2012, copies of which are available for viewing at the registration area. Upon motion duly made and seconded, the following resolution was unanimously approved and adopted: Resolution No RESOLVED, that the minutes of the Annual Stockholders Meeting held on May 11, 2012, be approved.

3 3 III. PRESENTATION OF ANNUAL REPORT The Chairman presented his report to the stockholders. A copy of the annual report is attached to these minutes as Annex A. An open forum followed the report, wherein the stockholders were given the opportunity to ask questions or raise issues. The following questions were asked and answered, among others: (a) What is the status of SMPFC s Compliance with the PSE requirement of minimum public float? To this, Mr. Francisco S. Alejo III, President, replied that the Company has already complied with the Philippine Stock Exchange s (PSE) requirement last November 23, San Miguel Corporation (SMC) was able to sell its 25 million common shares in the Company, raising the public ownership of the Company to 15.08%. This is above the 10% minimum requirement of the PSE. (b) Is the Company planning to increase its public float? In response, Mr. Alejo said yes, the Company is considering the increase in its public float at the appropriate time. (c) What are the benefits of the grain terminal currently being constructed by the Company? Mr. Alejo replied that the use of the grain terminal will benefit the relevant businesses of the Company by reducing costs of freight and storage of their raw materials. The grain terminal is expected to be operational in the third quarter of 2013.

4 4 (d) Are there synergies between SMPFC and the emerging SMC businesses? To this, Mr. Alejo responded in the affirmative. An example given is the San Mig Food Ave. convenience stores in some Petron service stations, which stores sell the Company s branded food products, as well as bread products using flour, cheese and butter manufactured by the Company. The Company also sells its products in other SMC facilities. (e) Why is the income of the Company for the first quarter of 2013 lower than the income of the Company for the first quarter of 2011? Mr. Alejo replied that among other factors, the prices of raw materials used by the Company s businesses to produce their products, were lower in 2011, than in The Company sees such raw material prices improving for the remainder of (f) Does the Company have overseas expansion plans? Mr. Alejo said that the Company currently has operating subsidiaries in Vietnam and Indonesia. As the plant in Indonesia is fully utilized, the Company is considering a possible expansion of such plant. (g) Does the Company make money from its PBA team? In response, Mr. Alejo explained that the purpose of the Philippine Basketball Association (PBA) team of the Company is to provide advertising mileage to the brand that the team carries. Currently, the Company s PBA team carries the San Mig Coffee brand. The team strives

5 5 to win its games and become Champion of each PBA conference, to maximize exposure of the brand and build brand equity. Upon motion duly made and seconded, the following resolution was unanimously approved and adopted: Resolution No RESOLVED, that the open forum of stockholders, be closed, and that the Annual Report for 2012, as presented, be approved and ratified. IV. RATIFICATION OF ACTS AND PROCEEDINGS OF THE BOARD OF DIRECTORS AND CORPORATE OFFICERS The Chairman proceeded to the next item on the Agenda, which is the ratification of all acts and proceedings of the Board of Directors and corporate officers since the date of the last annual meeting of the stockholders. Upon motion duly made and seconded, the following resolution was unanimously approved and adopted: Resolution No RESOLVED, that all acts, resolutions and proceedings of the Board of Directors and Corporate Officers of the Company since the Annual Meeting of the Stockholders on May 11, 2012, as set forth in the minutes of the meetings of the Board of Directors, as well as the financial statements and records of the Company, be approved, confirmed and ratified. V. APPOINTMENT OF EXTERNAL AUDITORS The stockholders proceeded to consider the nomination for the position of external auditors of the Company. The Chairman of the Audit Committee, Director Cancio C. Garcia informed the assembly that after

6 6 evaluation, the Audit Committee recommends the appointment of the accounting firm Manabat Sanagustin & Co., CPAs, as the external auditors of the Company for fiscal year Upon motion duly made and seconded, the stockholders approved the following: Resolution No RESOLVED, that the Company appoint the accounting firm of Manabat Sanagustin & Co., CPAs, as its external auditors for fiscal year VI. ELECTION OF BOARD OF DIRECTORS The stockholders entitled to vote proceeded to elect the members of the Board of Directors of the Company. The Corporate Secretary informed the shareholders that the following were nominated: Mr. Eduardo M. Cojuangco, Jr. Mr. Ramon S. Ang Mr. Francisco S. Alejo III Mr. Menardo R. Jimenez Mr. Cancio C. Garcia Mr. Mario C. Garcia Mr. Carmelo L. Santiago Ms. Angelina S. Gutierrez Mr. Silvestre H. Bello III The Chairman said that the nominees for independent directors as identified in the information statement circulated to the stockholders, are Directors Justice Cancio C. Garcia, Mr. Carmelo L. Santiago, Justice Angelina S. Gutierrez, and Atty. Silvestre H. Bello III. This is in accordance with the mandatory requirement by the Securities and Exchange Commission of electing independent directors. A stockholder moved that the balloting be dispensed with and all the nine (9) nominees be unanimously elected as Directors of the

7 7 Company. The motion was duly seconded. There being no objection, the following resolution was approved: Resolution No RESOLVED, that the following are declared Directors of the Company for fiscal year 2013: Mr. Eduardo M. Cojuangco, Jr. Mr. Ramon S. Ang Mr. Francisco S. Alejo III Mr. Menardo R. Jimenez Mr. Cancio C. Garcia Mr. Mario C. Garcia Mr. Carmelo L. Santiago Ms. Angelina S. Gutierrez Mr. Silvestre H. Bello III. The Chairman then welcomed the newly elected Board of Directors and thanked the stockholders for their vote of confidence. VII. ADJOURNMENT The Chairman asked if there are any other matters that any stockholder wished to bring up to the assembly, and there being none, entertained a motion for adjournment. A stockholder moved to adjourn the meeting, which motion was duly seconded by another. No objections being made, the Chairman adjourned the meeting and thanked all stockholders for attending. Copies of the Attendance of Stockholders and the Vote Canvassing Results are attached to this Minutes as Annex B and Annex C, respectively.

8 8 ATTESTED BY: Certified Correct: /JAA_L_ ~ AL~~~~NGSON TRILLANA Corporate Secretary

9 ANNEX A Chairman s Message for SMPFC 2012 Stockholders Meeting May 10, 2013 Good afternoon, ladies and gentlemen. Thank you for joining us today. I am happy to report that your Company did well in 2012 amidst a challenging business environment. The Company s consolidated revenues continued to grow, registering a 7% increase over 2011 at Php 95.8 billion. This was achieved despite a difficult first quarter characterized by low pork prices, high raw material costs, and the shortage of a major raw material due to typhoon Sendong that hit Mindanao in late Your company demonstrated its ability to remain steadfast in achieving our goals, resulting in a net income of Php 4.3 billion, which is a 2% improvement from previous year.

10 ANNEX A I encourage you to take the time to read through our Annual Report, which will provide you with a better view of the Company s performance throughout the year. I would like to highlight some of our programs which allowed us to achieve these results. To address the high cost of raw materials for our Agro-Industrial business, comprising of Poultry, Fresh Meats and Feeds, we utilized lower-priced alternative materials, which enabled us to improve our margins quarter-on-quarter. In line with our long-term strategy to minimize volatility of our margins, we pursued our thrust to shift our volumes to the stablepriced channels such as our Monterey Meatshops and Magnolia Chicken Stations. We accelerated the growth of our value-added businesses, namely, Processed Meats, Dairy and Coffee. In particular, Processed Meats and Coffee registered double-digit revenue growth.

11 ANNEX A We intensified our innovation efforts that allowed us to launch over 70 new products and variants during the year to excite the market.these products contributed more than half of the 2012 volume growth of the value-added businesses. In addition, we have upgraded and harmonized our information systems to enhance decision-making across all our businesses. Moving forward, we started 2013 with favorable results, as we continue to ride the momentum of the 2012 improvements in revenue and profitability. Your Company remains steadfast to hurdle the challenges that come our way, which we welcome as opportunities. Your support and confidence over the years have allowed your Company to keep our eye on the prize. We can confidently say

12 ANNEX A that San Miguel Pure Foods remains the leading Filipino food company. Again, thank you for joining us. Your presence and support continue to encourage and inspire us to achieve even greater heights.

13 SAN MIGUEL PUREFOODS COMPANY, INC. STOCKHOLDERS' MEETING May 10, 2013 SMC-HOC Executive Dinning Room Record Date: April 13, 2013 ANNEX "B" COMMON SHARES PREFERRED SHARES TOTAL SHARES STOCKHOLDER ATTENDANCE % of O/S ATTENDANCE % of O/S ATTENDANCE % of O/S 1 FRANCISCO S. ALEJO III % 10, % 10, % 1 RAMON S. ANG % % % 1 KAREN SANGRADOR BALMES % % % 1 REGINALD I. BAYLOSIS % % % 1 SILVESTRE H. BELLO III % % % 1 MAUVIR C. BUZON % % % 1 ELIEZER O. CAPACIO OR AUDREY COLEEN G. CAPACIO % % % 1 ELIEZER O. CAPACIO OR LUISA G. BROWN % 1, % 1, % 1 ELIEZER O. CAPACIO OR VICTORIA G. CAPACIO % 4, % 4, % 1 MARY GENEVIEVE R.A. CHUPUNGCO % 1, % 1, % 1 EDUARDO M. COJUANGCO JR % % % 1 CANCIO C. GARCIA % % % 1 MARIO C. GARCIA % % % 1 MARIA THERESA M. GENSOLI % % % 1 ANGELINA SANDOVAL GUTIERREZ % % % 1 MENARDO R. JIMENEZ % % % 1 DEUTSCHE BANK MANILA CLIENTS A/C 292, % % 292, % pcd with proxy 1 THE HONGKONG AND SHANGHAI BANKING CORP. LTD. 18, % % 18, % pcd with proxy 1 THE HONGKONG AND SHANGHAI BANKING CORP. LTD. 1,260, % % 1,260, % pcd with proxy 1 SAN MIGUEL CORPORATION RETIREMENT PLAN 98, % 108, % 207, % pcd - attending 1 SAN MIGUEL FOODS, INC. RETIREMENT PLAN 225, % 54, % 279, % pcd - attending 1 SAN MIGUEL CORPORATION 142,279, % % 142,279, % 1 CARMELO L. SANTIAGO % % % 1 ENRIQUE LL. YUSINGCO % 5, % 5, % ,174, % 185, % 144,359, %

14 sspx045 San Miguel Purefoods Company Inc. PAGE PROXY VOTING MODULE 05:33:23 PM Stockholders Meeting Vote Canvassing Results NOM. NO. NOMINEE SHARES VOTED 1 EDUARDO M. COJUANGCO, JR. 144,174,377 2 RAMON S. ANG 144,174,377 3 FRANCISCO S. ALEJO III 144,174,377 4 MENARDO R. JIMENEZ 144,174,377 5 MARIO C. GARCIA 144,174,377 6 CARMELO L. SANTIAGO 144,174,377 7 CANCIO C. GARCIA 144,174,377 8 ANGELINA S. GUTIERREZ 144,174,377 9 SILVESTRE H. BELLO III 144,174,377 Total votes registered for election of board nominees 1,297,569,393 Total votes counted for election of board nominees 1,297,569,393 Total uncast votes for election of board nominees 0 % TO RES. NO. RESOLUTION SHARES VOTED TOTAL O.S. 2 Approval of the Minutes of the 2012 Annual 144,174, % Stockholders Meeting held on May 11, 2012 For 144,174, % Against % Abstain % 3 Approval of the Annual Report of the Company for 144,174, % year ended December 31, 2012 For 144,174, % Against % Abstain % 4 Ratification of all acts of the Board of Directors 144,174, % and Officers since the 2012 Annual Stockholders Meeting For 144,174, % Against % Abstain % 5 Appointment of Manabat Sanagustin & Company CPAs 144,174, % as external auditors of the Company For 144,174, % Against % Abstain %

15 sspx045 San Miguel Purefoods Company Inc. PAGE PROXY VOTING MODULE 05:33:23 PM Stockholders Meeting Vote Canvassing Results % TO SUMMARY REPORT TOTAL O.S. TOTAL OUTSTANDING SHARES AS OF RECORD DATE 166,667, % TOTAL SHARES IN ATTENDANCE : Attending proxy assignees 143,850,379 Attending stockholders 323, ,174,377 LESS : Invalidated / knocked off / Uncast shares Proxy Assignees 0 Knock off by attending stockholder 0 Invalidated shares Stockholders 0 Uncast shares of stockholders 0 TOTAL SHARES/VOTES COUNTED 144,174, % ================= ========== NOTE: Total no. of stockholders in attendance 12 Total no. of stockholder who casted their votes 3 Percentage of attending stockholder who casted their votes % *** END OF REPORT ***