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Download File EXPLANATION OF AGENDA ITEMS FOR STOCKHOLDERS’ MEETING – JUNE 26, 2019 1. Call to Order All acts of the Board of Directors, Executive Committee, other Committees and Mr. Lance Y. Gokongwei, the Chairman of Management during the year 2018, the Board, will be the one to call the including the ratification of related party meeting in order. transactions, will be presented to the 2. Proof of Due Notice of Meeting stockholders for their approval and ratification. Atty. Roel S. Costuna, the Corporate Secretary, will certify the date when the 7. Election of the Board of Directors for the written notice with the corresponding Ensuing Term (2019-2020) statement were sent to the stockholders of The Chairman will present the nominees for record as of May 29, 2019. election as members of the Board of 3. Proof of Presence of Quorum Directors, including the independent directors. The list of the nominees and their Atty. Roel S. Costuna will further certify if a profiles will be included in the Information quorum is present for the validity of the Statement to be sent to the stockholders transaction of the Bank’s Annual before to the date of the meeting. Stockholders’ Meeting. The holders of record of a majority of the outstanding 8. Appointment of External Auditor capital stock of the Bank, entitled to vote, The stockholders will be asked to ratify the represented in person or by proxy, shall selection by the Audit Committee and constitute a quorum for the transaction of Board of the Bank’s external auditors. business. 9. Other Matters 4. Confirmation of the Minutes of the Special Stock Stockholders’ Meeting on August 23, All matters that may arise after the notice, 2018 agenda, and after the Bank’s information statement have been sent out may be Stockholders will be asked to approve the presented for the consideration of the minutes of the Special Stockholders’ stockholders. Other businesses as may Meeting held last August 23, 2018, which properly come before the meeting may also contains, among others, the confirmation of be raised and discussed. the minutes of the Annual Stockholders’ Meeting last June 27, 2018 and the 10. Adjournment increase in the Bank’s Authorized Capital Stock and the corresponding amendment The Chairman will adjourn the meeting to Article VII of the Bank’s Articles of when the scheduled order of business is Incorporation. completed and no further business or matter is considered or raised. 5. Report of President and Management Stockholders will be provided with information about the Bank’s activities, business and financial performance, and other relevant data for the preceding year. The stockholders will be provided with copies of the annual report and audited financial statement before the start of the meeting. 6. Approval and Ratification of All Acts and Resolutions of Board of Directors, Board Level Committees, and the Management for 2018 COVER SHEET 0 0 0 0 0 2 9 3 1 6 S.E.C. Registration Number R O B I N S O N S B A N K C O R P O R A T I O N (Company’s Full Name) 1 7 T H F L R G A L L E R I A C O R P O R A T E C E N T E R E D S A C O R O R T I G A S Q C (Business Address: No. Street City/Town/Province) RHORY F. GO 702-9500 Contact Person Company Telephone Number 1 2 3 1 2 0 - I S June Last Wednesday Month Day Preliminary Information Statement Month Day (Fiscal Year) (Annual Meeting) NONE Secondary License Type, If Applicable Corporate Finance Department Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 15 Total No. of Stockholders Domestic Foreign ------------------------------------------------------------------------------------------------------------------------------------------------------------- To be accomplished by SEC Personal concerned File Number LCU Document I.D. Cashier Stamp Remarks: Please use BLACK ink for scanning purpose Part I. INFORMATION REQUIRED IN INFORMATION STATEMENT A. General Information Item 1. Date, time and place of meeting of security holders. a. Date: June 26, 2019 Time: 1:00 PM Place: 42nd Floor, Board Room of Robinsons-Equitable Tower, ADB Avenue corner Poveda Road, Ortigas Center. Registrant’s Mailing Address: 17th Floor, Galleria Corporate Center, EDSA corner Ortigas Avenue, Quezon City. b. Approximate date on which the information statement is first to be sent or given to security holders: June 4, 2019. WE ARE NOT ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY Item 2. Dissenters' Right of Appraisal The agenda of the stockholders’ meeting does not include matters or corporate actions that will or may give rise to the exercise of the appraisal right of the stockholders of the Bank under Section 80 of the Revised Corporation Code of the Philippines. Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon a. No existing director, officer, nominee for election as a director, nor associate of any of the foregoing persons has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon other than election to office. b. No director has informed the Bank in writing of his/her intention to oppose any action to be taken by the Bank at the meeting. B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof a. Class of Voting Securities Class Common Shares Number of Shares Outstanding as of 1,500,000,000 Shares March 31, 2019 Number of Votes Entitled One (1) Vote per share. b. Record Date Stockholders of record as of May 29, 2019 shall be entitled to vote in the Annual Stockholders’ Meeting. 2 c. Security Ownership of Certain Record and Beneficial Owners and Management i. Holders During the Special Stockholders’ Meeting held last August 23, 2018, the stockholders of the Bank ratified the proposed increase of its Authorized Capital Stock from Php 15.00 billion to Php 27.00 billion divided into 2,700,000,000 common shares at Php10.00 par value per share, or a net increase of Php12.00 billion divided into 1,200,000,000 common shares at Php10.00 par value per share. The proposal was previously approved by the Bank’s Board of Directors in its regular meeting held on June 27, 2018. In compliance with Section 37 of the Revised Corporation Code (the “25% and 25%” requirement), out of the net increase of 1,200,000,000 common shares, 300,000,000 common shares had been subscribed and fully paid by the major stockholders of the Bank (JG Summit Capital Services Corp. and Robinsons Retail Holdings Inc.), equivalent to Php 3.00 billion. On July 16, 2018, JG Summit Capital Services Corp. has remitted to the Bank the amount of Php1,800,000,000.00 as deposit for the stock subscription of 180,000,000 common shares at Php10.00 par value per share. Likewise, on July 16, 2018, Robinsons Retail Holdings Inc. remitted the sum of Php1,200,000,000.00 as deposit for stock subscription of 120,000,000 common shares at Php10.00 par value per share. The increase in Bank’s Authorized Capital Stock as well as the corresponding amendment to the Bank’s Articles of Incorporation was approved by the Banko Sentral ng Pilipinas (BSP) on December 12, 2018 and by the Commission last March 18, 2019. The following are the stockholders of record as of the first quarter of 2019 (March 31, 2019): Number of Shares Par Amount Stockholders Type Subscribed and Paid Up Value (In Philippine Pesos) JG Summit Capital Services Common 899,986,468 10.00 8,999,864,680.00 Corporation Robinsons Retail Holdings, Inc. Common 599,988,780 10.00 5,999,887,800.00 Ignacio Mamaril, Jr. Common 19,887 10.00 198,870.00 Vicente Pang Common 4,854 10.00 48,540.00 Lance Y. Gokongwei Common 1 10.00 10 Frederick D. Go Common 1 10.00 10 Elfren Antonio S. Sarte Common 1 10.00 10 Robina Y. Gokongwei-Pe Common 1 10.00 10 Patrick Henry C. Go Common 1 10.00 10 Omar Byron T. Mier Common 1 10.00 10 Angeles Z. Lorayes Common 1 10.00 10 Esperanza S. Osmeña Common 1 10.00 10 Hermogenes S. Roxas Common 1 10.00 10 Roberto S. Gaerlan Common 1 10.00 10 David C. Mercado Common 1 10.00 10 Total 1,500,000,000 10.00 15,000,000,000.00 3 ii. Directors and Management as of March 31, 2019: Title of Name, address of Name of Shares Percent Class record owner and Beneficial Citizenship Held relationship with Owner and issuer Relationship with Record Owner Common Lance Y. Gokongwei Lance Y. Gokongwei Filipino 1 0% Chairman Common Mr. Frederick D. Go Frederick D. Go Filipino 1 0% Vice Chairman Common Elfren Antonio S. Sarte Elfren Antonio S. Filipino 1 0% Director/President & CEO Sarte Common Robina Y. Gokongwei-Pe Robina Y. Filipino 1 0% Director Gokongwei-Pe Common Patrick Henry C. Go Patrick Henry C. Go Filipino 1 0% Director Common Omar Byron T. Mier Omar Byron T. Mier Filipino 1 0% Director Common Angeles Z. Lorayes Angeles Z. Lorayes Filipino 1 0% Independent Director Common Esperanza S. Osmeña Esperanza S. Filipino 1 0% Independent Director Osmeña Common Hermogenes S. Roxas Hermogenes S. Filipino 1 0% Independent Director Roxas Common Roberto S. Gaerlan Roberto S. Gaerlan Filipino 1 0% Independent Director Common David C. Mercado David C. Mercado Filipino 1 0% Independent Director iii.
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