MINUTES OF THE ANNUAL STOCKHOLDERS MEETING April 24, 2017, 10:00 AM Sinulog Ballrooms 1 and 2 of the City Sports Club Cebu Cebu City No. of Outstanding and Voting Shares Percentage of Total Shareholders Present: 1,634,215,913 85.11% Directors Present: Bernard Vincent O. Dy Aniceto V. Bisnar, Jr. Pampio A. Abarintos Enrique L. Benedicto Roderick C. Salazar Emilio Lolito J. Tumbocon Jaime E. Ysmael Chairman of the Board Chairman, Executive Committee Member, Personnel and Compensation Committee Member, Nomination Committee President Member, Executive Committee Member, Personnel and Compensation Committee Member, Nomination Committee Member, Sustainability Committee Chairman, Sustainability Committee Member, Executive Committee Member, Audit Committee Member, Risk Committee Chairman, Nomination Committee Chairman, Risk Committee Member, Audit Committee Chairman, Audit Committee Chairman, Personnel and Compensation Committee Member, Risk Committee Member, Sustainability Committee Member, Executive Committee Anna Ma. Margarita B. Dy Jose Emmanuel H. Jalandoni
Minutes of 2016 Annual Stockholders Meeting April 24, 2017 Page 2 1. Call to Order After the national anthem, the Chairman, Mr. Bernard Vincent O. Dy, called the meeting to order at 10:00 a.m. He welcomed the stockholders, members of the Board, the President and other officers of the Corporation. 2. Notice of Meeting The Secretary, Ms. June Vee D. Monteclaro-Navarro, certified that the notice of the meeting was sent by March 30, 2017 to each stockholder of record as of March 7, 2017 in accordance with the By-Laws and applicable rules. The notice of the meeting was also published on April 10, 2017 in Sun Star Daily, a newspaper of general circulation. 3. Determination of Quorum The Secretary certified that there was a quorum for the meeting with stockholders owning 1,633,882,913 shares or 85.09% of the total outstanding shares present in person or by proxy. 4. Procedures for Discussion and Voting The Chairman requested that any stockholder who wished to speak should first identify himself after being acknowledged by the Chair and limit his remarks to the item in the Agenda under consideration. The Secretary then explained that printed copies of the rules of conduct and the voting procedures were provided to the stockholders or their proxies upon registration at the meeting. The rules provide that a stockholder may vote manually using the ballot provided to him upon his registration and placing the voted ballot in the ballot boxes located at the registration table and inside the ballroom. A stockholder may also vote electronically using any of the computers at the station for electronic voting near the registration area. The paper ballot and the website platform for electronic voting set forth the proposed resolutions for consideration by the stockholders and each proposed resolution would be shown on the screen in front as it is taken up. The Corporation also allowed voting in absentia by sending out to each stockholder a ballot with a proxy form, submitted at least seven (7) days before the meeting. The votes in the ballot were counted even if the stockholder did not personally attend because every stockholder could participate in the meeting under the Corporation Code and the By-Laws through his designated proxy or the Chairman of the meeting as the proxy in default in the absence of a designated proxy. Each outstanding share of stock entitles the registered stockholder to one vote. The stockholders may cast their votes anytime during the meeting. All votes received shall be tabulated by the Office of the Corporate Secretary and the results of the tabulation shall be validated by the external auditor, SyCip Gorres Velayo & Co. ( SGV ). As the stockholders take up an item in the Agenda, the Secretary would report on the votes that have been received and tabulated and the final tally of votes would be reflected in the minutes of the meeting. The Secretary reported that, at the end of the proxy validation process on April 17, 2017, stockholders owning 1,633,736,526 voting shares representing 99.99% of the total voting shares represented in the meeting, and 85.09% of the total outstanding shares, have cast their votes on the items for consideration by
Minutes of 2016 Annual Stockholders Meeting April 24, 2017 Page 3 the stockholders that those votes have been tabulated. The Secretary would be referring to such partial tabulation when reporting the voting results throughout the meeting; that there were remaining votes that have yet to be counted but the results of the complete tabulation of votes would be reflected in these minutes. 5. Approval of the Minutes of the 2016 Stockholders Meeting The Chairman then proceeded with the approval of the minutes of the annual stockholders meeting held on April 18, 2016. He stated that copies of the minutes were distributed to the stockholders prior to the meeting and a copy thereof was posted and could be accessed on the website of the Corporation. There being no question, the Chairman requested for a motion for approval. On motion of Ms. Grace Bangot, seconded by Ms. Stella Principe, the stockholders approved the minutes and adopted the following Resolution No. S-01-17, which was shown on the screen: Resolution No. S-01-17 RESOLVED, to approve the minutes of the annual stockholders meeting held on April 18, 2016. As tabulated by the Office of the Corporate Secretary and validated by SGV, the votes on the motion for the approval of the minutes and the adoption of Resolution No. S-01-17 are as follows: For Against Abstain Number of Voted Shares 1,634,215,913 - - % of Shares Represented 100% - - 6. Annual Report of Officers President s Report The President, Mr. Aniceto V. Bisnar, Jr., reported that as a responsible developer, the Corporation pride itself with having the vision to create sustainable and successful long-term developments in the areas where it operates, and help prime more investment destinations and create employment outside Metro Manila. In addition, the Corporation, despite significant changes on local, national and global fronts, steered clear of major risks by remaining vigilant and prudent in management of capital and resources through thorough planning and strategic execution of development and expansion projects. The President reported that the Corporation s income grew steadily while continuing to build and strengthen its developments. In fact, in 2016, the Corporation s revenues ended at Php2.7 Billion, net income at Php679.7 Million while assets grew to Php19.6 Billion. In relation to this, he noted that rental income represents 68% of the Corporation s total revenues while revenue from residential lot and condo sales comprised 11% with theater operations and interest, and other income contributed 5% and 16%, respectively. The President further reported that in 2016, the Corporation hit bigger rental revenue figures through higher occupancy rates at Ayala Center Cebu while the Corporation s first office building for lease, the Ayala Center Cebu Tower, was already completed and started operations bringing the Corporation s total office leasing supply to almost 108,000 square meters. On the other hand, Cebu Property Ventures and Development Corporation (CPVDC), the Corporation s subsidiary, also completed the fourth of the ebloc Tower series at Cebu I.T. Park.
Minutes of 2016 Annual Stockholders Meeting April 24, 2017 Page 4 In terms of property development, the President reported that Management deliberately calibrated launches in 2016 to prioritize selling products in its current inventory which is believed to be a prudent approach to ensure a healthy balance between the current supply of products and the overall market demand. The President also specifically pointed out that the Corporation s residential condominiums complete the lifestyle experience within its estates. As reported, the construction of the The Alcoves is in full swing while Alveo Land Corp. s multi-tower development, Solinea, is now on its third tower. In addition, turn-over of the North Tower of Amaia Steps, the affordable housing development in Mandaue City, has begun, and in December 2016, Amara, the last and most awaited phase of premier seaside residential subdivision, was launched. The President also reported that in 2016, Php2.12 Billion was released to significantly enhance the Corporation s investment portfolio and enable it to seize the huge opportunities that are on the rise in the next few years. In fact, as brisk development continues within the Corporation s existing estates while also seeking to expand development to other areas within Metro Cebu. As presented, one of the Corporation s biggest milestones in 2016 was the launch of Gatewalk Central in Subangdaku, Mandaue City, a partnership with Ayala Land, CPVDC and AboitizLand, Inc., which is envisioned to be a dynamic new city center with a mall and residential and office buildings. On the other hand, planning is underway for a 14-hectare property in Mactan, Cebu which is in partnership with Taft Property Venture Development Corporation, while the masterplan has been completed for the 26-hectare South Road Properties project in partnership with SM Prime Holdings. The President also reported that as the Corporation build and continue to innovate in designing its products, it also tries to ensure that they not only lessen impacts to the environment, but also become more operationally efficient in the long-term. The President reported that with the parent company, Ayala Land, Inc., the Corporation made concrete initiatives towards four sustainability focus areas which include site resiliency, pedestrian-transit connectivity, eco-efficiency, and local economic development. In addition, he proudly reported that the Corporation s initiatives to be a responsible developer are recognized by the community as the Garden Bloc at Cebu IT Park was recognized in August 2016 as a finalist in the mixeduse development category of the Urban Land Institute Philippines Healthy Places Awards. The President further highlighted that at the core of how Management do business are guiding principles that promote integrity, transparency and good governance. As a testament, he reported that the Corporation was recognized as one of the top ten finalists in the 2016 Philippine Stock Exchange Bell Awards. The President also reported that moving forward, the Corporation s market outlook remains upbeat, while the risk and sustainability measures are solidly in place, and the Corporation s forward drive and capacity to seize these opportunities are sharper than ever. It is positioned to take advantage of the continuing growth. He detailed that the Corporation s retail and office leasing inventories are set to double by the year 2020 with the opening of two new malls and multiple office towers in existing and new growth centers. In the coming years, the Corporation will be pushing for greater organic growth, as it launch its new developments, expand to new geographic areas, and tap more markets to further widen its revenue streams. In closing, the President thanked the employees, the Chairman and members of the Board, and the stockholders whose continued support empowers the Corporation and Management to strive even harder towards the goals it has set in the next few years and beyond. An audio-visual presentation was shown to the stockholders as the President delivered his report. After the report of the President, another audio-visual presentation was shown to the stockholders.
Minutes of 2016 Annual Stockholders Meeting April 24, 2017 Page 5 There being no questions, comments and suggestions from the stockholders, Mr. Ivan Evangelista, seconded by Ms. Mercy Heruela, moved for the noting of the annual report and the approval of the 2016 consolidated audited financial statements, and the adoption of the following Resolution No. S-02-17, which was shown on the screen: Resolution No. S-02-17 RESOLVED, to note the Corporation s Annual Report, which consists of the President s Report, and the audio-visual presentation to the stockholders, and to approve the consolidated audited financial statements of the Corporation and its subsidiaries as of 31 December 2016, as audited by the Corporation s external auditor SyCip Gorres Velayo & Co. As tabulated by the Office of the Corporate Secretary and validated by SGV, the votes on the motion for the noting of the annual report and the approval of the 2016 consolidated audited financial statements, and the adoption of Resolution No. S-02-17 are as follows: For Against Abstain Number of Shares Voted 1,634,215,913 - - % of Shares Represented 100% - - 7. Election of Directors The next item in the agenda was the election of nine (9) members of the Board of Directors for the ensuing year. The Chairman requested, Mr. Enrique L. Benedicto, the Chairman of the Nomination Committee, to explain this item. Mr. Benedicto explained that, in accordance with the requirements of the Corporation s By-Laws, the Manual of Corporate Governance and the rules of the Securities and Exchange Commission, the names of the following nominees to the Board of Directors had been submitted to the Nomination Committee who had endorsed their nomination, and each one has accepted the nomination in writing: Bernard Vincent O. Dy Aniceto V. Bisnar, Jr. Jaime E. Ysmael Jose Emmanuel H. Jalandoni Anna Ma. Margarita B. Dy Emilio Lolito J. Tumbocon Enrique L. Benedicto Fr. Roderick C. Salazar, Jr., SVD Pampio A. Abarintos Messrs. Benedicto, Salazar, and Abarintos had been nominated as independent directors. Mr. Benedicto further reported that all the nominees possessed all the qualifications and none of the disqualifications under the Corporation s By-Laws and Manual of Corporate Governance, and were eligible to be nominated and elected as directors of the Corporation. The Chairman asked the stockholders if they have any questions or comments. There being no question on the item under consideration, the Chairman requested the Corporate Secretary
Minutes of 2016 Annual Stockholders Meeting April 24, 2017 Page 6 for the results of the election. The Corporate Secretary reported that based on the partial tabulation of votes, each of the nine (9) nominees has garnered at least 1,633,736,526 votes, which represent 85.09% of the total outstanding voting shares. Given this, he certified that each nominee has received enough votes for election to the Board. On motion of Ms. Gwen Sala, seconded by Ms. Chielo Reyes, the stockholders elected the nine (9) nominees as directors of the Corporation for the ensuing term to serve as such until their successors are elected and qualified, and adopted Resolution No. S-03-17. The text of the following Resolution S-03-17 was shown on the screen. Resolution No. S-03-17 RESOLVED, to elect the following nominees as directors of the Corporation to serve as such beginning today until their successors are elected and qualified: Bernard Vincent O. Dy Aniceto V. Bisnar, Jr. Jaime E. Ysmael Jose Emmanuel H. Jalandoni Anna Ma. Margarita B. Dy Emilio Lolito J. Tumbocon Enrique L. Benedicto Fr. Roderick C. Salazar, Jr., SVD Pampio A. Abarintos As tabulated by the Office of the Corporate Secretary and validated by SGV, the final votes received by the nominees are as follows: Director For Against Abstain 1. Bernard Vincent O. Dy 1,634,214,713 - - 2. Aniceto V. Bisnar, Jr. 1,634,214,713 - - 3. Jaime E. Ysmael 1,634,214,713 - - 4. Jose Emmanuel H. Jalandoni 1,634,214,713 - - 5. Anna Ma. Margarita B. Dy 1,634,214,713 - - 6. Emilio Lolito J. Tumbocon 1,634,214,713 - - 7. Enrique L. Benedicto 1,634,214,713 - - 8. Fr. Roderick C. Salazar, Jr., SVD 1,634,214,713 - - 9. Pampio A. Abarintos 1,634,214,713 - -
Minutes of 2016 Annual Stockholders Meeting April 24, 2017 Page 7 9. Election of External Auditor and Fixing of its Remuneration At the request of the Chairman, Fr. Roderick C. Salazar, Jr., the Chairman of the Audit Committee, informed the stockholders that the Committee evaluated and was satisfied with the performance of the Corporation s external auditor, SGV. Thus, the Committee and the Board agreed to endorse the re-election of SGV as the external auditor of the Corporation for the current fiscal year for an audit fee of Six Hundred Seventy Thousand Pesos (Php670,000.00), exclusive of value-added tax and out-of-pocket expenses. The Chairman opened the floor for questions or comments. With no stockholder raising any question or comment, on motion of Ms. Kriselva Ferrer, seconded by Mr. Monik Calunod, the stockholders elected SGV as external auditor of the Corporation for the current fiscal year and approved SGV s audit fee, and adopted the following Resolution No. S-04-17, which was shown on the screen. Resolution No. S-04-17 RESOLVED, as endorsed by the Board of Directors, to approve the re-election of SyCip Gorres Velayo & Co. as the external auditor of the Corporation for the year 2017 for an audit fee of Six Hundred Seventy Thousand Pesos (PhP670,000.00), exclusive of valueadded tax and out-of-pocket expenses. As tabulated by the Office of the Corporate Secretary and validated by SGV, the votes on the re-election of SGV as external auditor of the Corporation, the approval of its audit fee, and the adoption of Resolution No. S-04-17 are as follows: For Against Abstain Number of Shares Voted 1,634,215,913 - - % of Shares Represented 100% - - 10. Other Matters The Chairman opened the floor for questions or comments from the stockholders on other matters which are relevant and of general concern to them but none were posed or made. 11. Adjournment There being no other matters to discuss, on motion of Mr. Luke Adoptante, seconded by Ms. Grace Hornido, the meeting was adjourned. JUNE VEE D. MONTECLARO-NAVARRO Corporate Secretary NIMFA AMBROSIA L. PEREZ-PARAS Assistant Corporate Secretary
Minutes of 2016 Annual Stockholders Meeting April 24, 2017 Page 8 Approved: BERNARD VINCENT O. DY Chairman of the Board & of the Meeting