DIS April 25, 2016
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METRO PACIFIC INVESTMENTS CORPORATION NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Please be advised that the Annual Meeting of the stockholders of METRO PACIFIC INVESTMENTS CORPORATION will be held on Friday, 27th day of May 2016, 11 a.m. at Mayuree I, Dusit Thani Manila, Epifanio de los Santos Ave, Makati, Philippines 1223 for the following purposes: I. Call to Order II. Certification of Notice and Quorum III. Approval of the Minutes of the Annual Meeting of Stockholders held on May 29, 2015 IV. Report of the President and Chief Executive Officer V. Approval of the 2015 Audited Financial Statements VI. Ratification of the Acts of the Board of Directors and Management for the year 2015 VII. Election of the Directors for the ensuing Year VIII. Appointment of External Auditor of the Company for the year 2016 IX. Other business that may properly be brought before the meeting X. Adjournment Minutes of the 2015 Annual Meeting of Stockholders is available at the website of the Company, www.mpic.com.ph and will be distributed to all stockholders as of record date along with the Information Statement. The Board of Directors has fixed the close of business on the 27th day of April 2016, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Stockholders’ Meeting. In compliance with the SEC Advisory dated May 6, 2015, a copy of the Interim Unaudited Financial Statements of the Company as of and for the quarter ended March 31, 2016 with Management Discussion and Analysis shall be posted in the website of the Company (www.mpic.com.ph) on or before May 17, 2016. A hard copy of the same Interim Unaudited Financial Statements will be provided to any requesting shareholder, free of charge, as soon as said Interim Unaudited Financial Statements becomes available but in no case later than May 17, 2016. Very truly yours, ANTONIO A. PICAZO Corporate Secretary Makati City 1 AGENDA DETAILS AND RATIONALE 1. Call to Order. The Chairman of the Board of Directors, Mr. Manuel V. Pangilinan, will call the meeting to order. 2. Certification of Notice and Quorum. The Corporate Secretary, Atty. Antonio A. Picazo, will certify that copies of this Notice were sent to Stockholders of record as of April 27, 2016 and will certify the number of attendees, whether in person or by proxy, for the purpose of determining the existence of quorum to validly transact business. 3. Approval of the Minutes of the Annual Stockholders held on May 29, 2015. Copies of the draft Minutes are available at the website of the Company, www.mpic.com.ph and will be distributed to all stockholders as of record date along with the Information Statement. The resolution that will be submitted for approval of the stockholders states as follows: “RESOLVED, that the Stockholders of the Corporation hereby approve the Minutes of the Annual Stockholders’ Meeting held on May 29, 2015.” 4. Report of the President and Chief Executive Officer. The Report summarizes the milestones and key achievements of MPIC and provides a clear picture of how MPIC achieved its goals and strategic objectives for the year 2015. 5. Approval of the 2015 Audited Financial Statements. MPIC’s audited financial statements, highlights of which are explained in the President and Chief Executive Officer’s Report and in the Information Statement, will be presented to the Stockholders for approval. Copies of the 2015 Audited Financial Statements, previously approved by the Board of Directors, were also submitted to the Securities and Exchange Commission and the Bureau of Internal Revenue. The resolution that will be submitted for approval of the stockholders states as follows: “RESOLVED, that the audited financial statements for the year ended December 31, 2015 be, as the same are, hereby approved.” 6. Ratification of Acts of the Board of Directors and Management. Ratification of the acts of the Board of Directors and Management crucial to the successful and effective performance of the Company in 2015 will be sought from the Stockholders. The resolution that will be submitted for approval of the stockholders states as follows: “RESOLVED, that all acts, resolutions, and deeds of the Board of Directors and Management of the Company from the Annual Stockholders’ Meeting held on May 29, 2015 up to the date of this meeting be, as they are hereby confirmed, ratified and approved.” 2 7. Election of Directors for the ensuing year. Copies of the curriculum vitae and profiles of the candidates to the Board of Directors are provided in the Information Statement for the examination of the Stockholders. For this year, the candidates to the Board are the following: a) Mr. Manuel V. Pangilinan b) Mr. Jose Ma. K. Lim c) Mr. David J. Nicol d) Mr. Edward S. Go e) Mr. Augusto P. Palisoc Jr. f) Mr. Albert F. Del Rosario g) Retired Chief Justice Artemio V. Panganiban h) Mr. Alfred V. Ty i) Mr. Ramoncito S. Fernandez j) Ms. Lydia B. Echauz k) Mr. Edward A. Tortorici l) Mr. Ray C. Espinosa m) Mr. Robert C. Nicholson n) Mr. Rodrigo E. Franco o) Mr. Washington Z. Sycip Please refer to Item V of the Information Statement for the profile of the nominees to the Board. Stockholders will be given the opportunity to elect the directors who will serve for the term 2016-2017 by way of individual voting, by ballots and by proxy, administered by an independent third party. 8. Appointment of External Auditors. MPIC’s external auditors for 2016-2017, tasked with the preparation of the annual financial statements, will be appointed by the Stockholders. This is upon favorable recommendation by the Audit Committee. The resolution that will be submitted for approval of the stockholders states as follows: “RESOLVED, that SGV & Company, Certified Public Accountants, be, as they are hereby, re-appointed as external auditors of the Company for the year 2016-2017.” Please refer to Item VII of the Information Statement for the profile of SGV & Company. 9. Other business that may properly be brought before the meeting. Stockholders may be requested to consider such other issues/matters as may be raised throughout the course of the meeting. 10. Adjournment. After all business has been considered and resolved, the Chairman shall declare the meeting adjourned. 3 WE ARE NOT SOLICITING YOUR PROXY Stockholders who will not, are unable or do not expect to attend the meeting in person but would like to be represented thereat may choose to execute and send a proxy form to the Office of the Corporate Secretary at least ten (10) calendar days before the date of the annual stockholders’ meeting. A sample proxy form is provided below. Other forms are available at MPIC’s website, www.mpic.com.ph. PROXY The undersigned stockholder of METRO PACIFIC INVESTMENTS CORPORATION (the “Company”) hereby appoints _____________________ or in his absence, the Chairman of the meeting, as attorney-in-fact and proxy, with power of substitution, to present and vote all shares registered in the name of the undersigned stockholder or _______________________ shares, at the Annual Meeting of Stockholders of the Company on May 29, 2016 and at any adjournments thereof for the purpose of acting on the following matters: 1. Approval of the Minutes of the Annual Meeting of Stockholders held on 29 May 2015. For Against Abstain 2. Approval of the 2015 Audited Financial Statements. For Against Abstain 3. Ratification of Acts of the Board of Directors and Management. For Against Abstain 4. Election of Directors for the ensuing year. 4.1 Mr. Manuel V. Pangilinan Yes No Abstain 4.2 Mr. Jose Ma. K. Lim Yes No Abstain 4.3 Mr. David J. Nicol Yes No Abstain 4.4 Mr. Edward S. Go Yes No Abstain 4.5 Mr. Augusto P. Palisoc Jr. Yes No Abstain 4.6 Mr. Albert F. Del Rosario Yes No Abstain 4.7 Mr. Alfred V. Ty Yes No Abstain 4.8 Retired Chief Justice Artemio Panganiban Yes No Abstain 4.9 Mr. Ramoncito S. Fernandez Yes No Abstain 4.10 Ms. Lydia B. Echauz Yes No Abstain 4.11 Mr. Edward A. Tortorici Yes No Abstain 4.12 Mr. Ray C. Espinosa Yes No Abstain 4.13 Mr. Robert C. Nicholson Yes No Abstain 4.14 Mr. Rodrigo E. Franco Yes No Abstain 4.15 Mr. Washington Z. Sycip Yes No Abstain 5. Appointment of External Auditors. For Against Abstain Printed Name of Stockholder: _____________________________ Signature: _____________________________ Date: _____________________________ Note: If the proxy form is returned without indicating the intended vote on the above matters, the proxy holder shall vote on the above matters in a way that the proxy holder shall deem fit. 4 METRO PACIFIC INVESTMENTS CORPORATION 2016 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND INFORMATION STATEMENT SEC FORM 20-IS 5 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ ] Preliminary Information Statement [X] Definitive Information Statement 2. Name of Registrant as specified in its charter METRO PACIFIC INVESTMENTS CORPORATION 3. PHILIPPINES Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number CS200604494 5. BIR Tax Identification Code 244-520-457-000 6. 10th Floor, MGO Building, Legazpi corner Dela Rosa Streets, Legaspi Village, Makati City 1200 Philippines Address of principal office and postal Code 7. Registrant’s telephone number, including area code (63) 2 888-0888 8. Date, time and place of the meeting of security holders: 27th of May 2016, 11 a.m. at Mayuree I, Dusit Thani Manila, Epifanio de lo Santos Ave, Makati, Philippines 1223 9.