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Coversheetpw C O V E R S H E E T P W - 2 7 7 S. E. C. Registration Number S A N M I G U E L C O R P O R A T I O N (Company’s Full Name) N O . 4 0 S A N M I G U E L A V E M A N D A L U Y O N G C I T Y M E T R O M A N I L A P H I L I P P I N E S (Business Address: No. Street City/Town/Province) Atty. Mary Rose S. Tan (632) 632-3000 Contact Person Company Telephone Number SEC FORM Definitive Information Statement 2nd Tuesday of June 1 2 3 1 2 0 - I S Month Day FORM TYPE Month Day Annual Meeting Secondary License Type, If Applicable Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of 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 Title of Each Class Number of Shares of Common and Preferred Stock Outstanding as of March 31, 2016 Common Shares 2,378,656,755 SUB-TOTAL (Common Shares) 2,378,656,755 Series 1 Preferred Shares 279,406,667 Series “2-A” Preferred Shares 0 Series “2-B” Preferred Shares 90,428,200 Series “2-C” Preferred Shares 255,559,400 Series “2-D” Preferred Shares 89,333,400 Series “2-E” Preferred Shares 134,000,100 Series “2-F” Preferred Shares 223,333,500 Series “2-G” Preferred Shares 66,666,600 Series “2-H” Preferred Shares 164,000,000 Series “2-I” Preferred Shares 169,333,400 SUB-TOTAL (Preferred Shares) 1,472,061,267 TOTAL Outstanding Shares 3,850,718,022 12. Are any or all of registrant’s securities listed on a Stock Exchange? Yes [√ ] No [ ] If yes, disclose name of the Stock Exchange and class of securities listed therein: Philippine Stock Exchange (a) Common Shares (b) Series “1” Preferred Shares (c) Series “2” Preferred Shares - 2-A1 (d) Series “2” Preferred Shares - 2-B (e) Series “2” Preferred Shares - 2-C (f) Series “2” Preferred Shares - 2-D (g) Series “2” Preferred Shares - 2-E (h) Series “2” Preferred Shares - 2-F (i) Series “2” Preferred Shares - 2-G (j) Series “2” Preferred Shares - 2-H (k) Series “2” Preferred Shares - 2-I 1 Subject to trading suspension following their redemption on September 21, 2015 3 INFORMATION STATEMENT GENERAL INFORMATION Date, Time and Place of Annual Meeting The annual stockholders’ meeting of San Miguel Corporation (the “Company” or “SMC”) will be held at the Ballroom, Valle Verde Country Club, Inc., Capt. Henry P. Javier St., Bo. Oranbo, Pasig City on June 14, 2016 at 2:00 p.m. The complete mailing address of the principal office of the Company is No. 40 San Miguel Avenue, Mandaluyong City, 1550, Metro Manila, Philippines. The information statement is first to be sent to security holders approximately on May 13, 2016. YOU ARE NOT REQUESTED TO SEND US A PROXY. Revocability of Proxies A person giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked through any of the following means: (1) filing with the Corporate Secretary, at least ten (10) working days before the scheduled meeting, a written notice revoking it; or (2) attending the meeting and voting in person. Mere attendance at the meeting will not automatically revoke a proxy. Dissenters’ Right of Appraisal Under Title X of the Corporation Code, stockholders dissenting from and voting against the following corporate actions may demand payment of the fair value of their shares as of the day prior to the date on which the vote was taken for such corporate action, namely: amendment to the corporation’s articles and By-laws which has the effect of changing and restricting the rights of any shareholder or class of shares; or authorizing preferences in any respect superior to those of outstanding shares of any class; sale, lease, mortgage or other disposition of all or substantially all of the corporation’s assets; merger or consolidation; investment of corporate funds in another corporation or business or for any purpose other than its primary purpose; and extension or shortening of term of corporate existence. There are no corporate matters or actions at the 2016 annual stockholders’ meeting that will entitle dissenting stockholders to exercise their right of appraisal as provided by Title X and other relevant provisions of the Corporation Code. SOLICITATION INFORMATION The Company is not soliciting proxies. A proxy form is provided to the stockholders of the Company and included in this Information Statement. Interest of Certain Persons in Matters to be Acted Upon No director, nominee for election as director, associate of the nominee or executive officer of the Company at any time since the beginning of the last fiscal year has had any substantial interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon in the meeting, other than election to office. None of the incumbent directors has informed the Company in writing of an intention to oppose any action to be taken by the Company at the meeting. 4 CONTROL AND COMPENSATION INFORMATION Voting Securities and Principal Holders Thereof As of March 31, 2016, the Company had the following outstanding shares of stock: Title of Each Class Number of Shares of Common and Preferred Stock Outstanding as of March 31, 2016 Common Shares 2,378,656,755 SUB-TOTAL (Common Shares) 2,378,656,755 Series 1 Preferred Shares 279,406,667 Series “2-A” Preferred Shares 0 Series “2-B” Preferred Shares 90,428,200 Series “2-C” Preferred Shares 255,559,400 Series “2-D” Preferred Shares 89,333,400 Series “2-E” Preferred Shares 134,000,100 Series “2-F” Preferred Shares 223,333,500 Series “2-G” Preferred Shares 66,666,600 Series “2-H” Preferred Shares 164,000,000 Series “2-I” Preferred Shares 169,333,400 SUB-TOTAL (Preferred Shares) 1,472,061,267 TOTAL Outstanding Shares 3,850,718,022 As of March 31, 2016, the following is the foreign ownership of the shares of stock of the Company: Share Class Foreign Shares Percentage of Local Shares / Percentage of Total Shares Foreign Shares held by Filipino Outstanding Ownership Filipinos Ownership Common 61,652,787 2.59% 2,317,003,968 97.41% 2,378,656,755 Preferred Shares 0 0.00% 279,406,667 100.00% 279,406,667 Series 1 Preferred Shares 0 0.00% 0 0.00% 0 “2-A” Preferred Shares 94,000 0.10% 90,334,200 99.90% 90,428,200 “2-B” Preferred Shares 1,217,440 0.48% 254,341,960 99.52% 255,559,400 “2-C” Preferred Shares 359,890 0.40% 88,973,510 99.60% 89,333,400 “2-D” Preferred Shares 484,900 0.36% 133,515,200 99.64% 134,000,100 “2-E” Preferred Shares 1,259,980 0.56% 222,073,520 99.44% 223,333,500 “2-F” Preferred Shares 15,500 0.02% 66,651,100 99.98% 66,666,600 “2-G” Preferred Shares 88,700 0.05% 163,911,300 99.95% 164,000,000 “2-H” Preferred Shares 738,500 0.44% 168,594,900 99.56% 169,333,400 “2-I” TOTAL 65,911,697 1.71% 3,784,806,325 98.29% 3,850,718,022 5 A stockholder entitled to vote at the meeting has the right to vote in person or by proxy. Only stockholders of record at the close of business on May 13, 2016 will be entitled to vote at the meeting. With respect to the election of directors, in accordance with Section 24 of the Corporation Code of the Philippines, a stockholder may vote the number of common shares held in his name in the Company's stock books as of May 13, 2016, and may vote such number of common shares for as many persons as there are directors to be elected or he may cumulate said common shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his common shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit; Provided, That the total number of votes cast by him shall not exceed the number of common shares owned by him as shown in the books of the Company multiplied by the total number of directors to be elected. The total number of votes that may be cast by a stockholder of the Company is computed as follows: number of common shares held on record as of record date multiplied by 15 directors . The deadline for submission of proxies is on May 31, 2016. Validation of proxies will be on June 7, 2016 at 10:00 a.m. at the SMC Stock Transfer Service Corporation Office, 2nd Floor, SMC Head Office Complex, No. 40 San Miguel Avenue, Mandaluyong City, Philippines. Owners of more than 5% of the Company's voting 2 securities (both common and preferred shares) as of March 31, 2016 are as follows: Title of Name, Address of Name of Beneficial Owner Citizenship No. of Shares Percent Class Record Owner and and Relationship with Held Relationship with Record Owner Issuer Common Top Frontier Iñigo Zobel, Filipino, Director Filipino 1,573,100,340 40.85% Investment Holdings of the Company, and Ramon Inc.
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