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Notice of Annual Stockholders’ Meeting

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Notice of Annual Stockholders’ Meeting NOTICE OF ANNUAL STOCKHOLDERS’ MEETING Dear Shareholder: Notice is hereby given that the Annual Stockholders’ Meeting of PAL HOLDINGS, INC. will be held on 23 July 2020, Thursday, at 2:00 pm via Zoom application. The meeting ID and password will be sent to the successful registrants of the Meeting through electronic mail. 1. Call to order 2. Proof of the required notice of the meeting 3. Proof of the presence of quorum 4. Approval of the Minutes of the 2019 Annual Stockholders’ Meeting held on 30 May 2019 5. Report of Management and the Board of Directors 6. Ratification of All Acts, Transactions and Resolutions by the Board of Directors and Management since the 2019 Annual Stockholders’ Meeting 7. Amendment of the Articles of Incorporation to increase the number of directors from nine (9) to eleven (11) 8. Election of Directors 9. Ratification of Appointment of External Auditor 10. Adjournment Only stockholders of record and in good standing as of 16 June 2020 will be entitled to notice of, and to vote at, the meeting. Guidelines for registration and participation in the Meeting, as well as the contact details of persons to whom you may send your inquiries, are attached to this Notice. Registration will run until 09 July 2020. Stockholders are encouraged to register online at least 45 minutes before the Meeting. For your convenience, a copy of the Definitive Information Statement, Management Report, and Audited Financial Statements will be available for viewing and download at PSE Edge (https://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=20). All shareholders are cordially invited to attend the Meeting. However, if you are unable to attend, you may designate your authorized representative by submitting a scanned copy of your proxy form to [email protected] not later than 13 July 2020. All proxies received will be validated on 17 July 2020. Lastly, a visual and audio recording of the Meeting will be secured for future reference 01 July 2020. MA. CECILIA L. PESAYCO Corporate Secretary 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 [] Definitive Information Statement 2. Name of Registrant as specified in its charter: PAL HOLDINGS, INC. 3. Province, country or other jurisdiction of incorporation or organization : Metro Manila, Philippines 4. SEC Identification Number : PW-94 5. BIR Tax Identification Number : 000-707-922-000 6. Address of principal office : 8th Floor PNB Financial Center, Pres. Diosdado Macapagal Ave., CCP Complex, Pasay City 1307 7. Registrant’s telephone number, including area code : (632) 8810-2451 8. Date of meeting : 23 July 2020 Time of meeting : 2:00 p.m. Place of meeting : Virtual meeting via Zoom app. 9. Approximate date on which the Information Statement is first to be sent or given to security holders : 1 July 2020 10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate Registrant): Title of Each Class Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding Common Stock 11,610,978,2421 11. Are any or all Registrant’s securities listed in a Stock Exchange? Yes [] No [ ] If yes, disclose the name of such Stock Exchange and the class of securities listed therein: Philippine Stock Exchange / Common Stock 1 Net of treasury shares of 25,015. INFORMATION STATEMENT A. GENERAL INFORMATION Item 1.Date, time and place of meeting of stockholders (a) Date : 23 July 2020 Time : 2:00 p.m. Place : Virtual meeting via Zoom application Mailing address of the Corporation : 8th Floor PNB Financial Center, Pres. Diosdado Macapagal Ave., CCP Complex, Pasay City 1307 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Item 2. Dissenter’s Right of Appraisal Title X, Section 80 of the Revised Corporation Code of the Philippines grants in favor of the stockholder the right to dissent and demand payment of the fair value of his shares in certain instances, to wit: (1) in case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any stockholder, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence; (2) in case of the sale, lease, exchange, transfer, mortgage, pledge, or other disposition of all or substantially all of the corporate property and assets; (3) in case of merger or consolidation; or (4) in case of investment of corporate funds for any purpose other than the primary purpose of the corporation. None of the proposed corporate actions to be discussed at the forthcoming Stockholders’ Meeting qualifies as an instance for the exercise of the appraisal right by any stockholder. Item 3. Interest of Certain Persons in Matters to be Acted Upon (a) Apart from election to office, none of the incumbent Directors, Officers of the Corporation or any associate of the foregoing have any substantial interest, direct or indirect, by security holding or otherwise, in any matter to be acted upon in the 2020 annual stockholders’ meeting. (b) The Corporation has not received any information from any Director that he/she intends to oppose any matter to be acted upon in the meeting. 2 B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof (a) The number of shares outstanding and entitled to vote in the stockholders’ meeting as of 30 April 2020 (latest available date) is 11,610,223,979.2 Pursuant to Section 4, Article I, of the Corporation’s By-Laws, every stockholder shall be entitled to one (1) vote for each share of common stock in his name in the books of the Corporation. With respect to the election of directors, however, the stockholder may vote such number of shares for as many persons as there are directors to be elected, or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected, or he may distribute them on the same principle among as many candidates as he shall see fit; provided the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the number of directors to be elected. (b) All stockholders of record as of the close of business on 16 June 2020 are entitled to notice of, and to vote at, the 2020 Annual Stockholders’ Meeting. (c) Security ownership of certain record and beneficial owners (more than 5% of voting securities) as of 30 April 2020 (latest available date): Title of Name, address of record Name of No. of Shares Percent class owner and relationship with Beneficial Held Issuer Owner and Citizenship Relationship with Record Owner Common Trustmark Holdings Corporation3 SMI Compound, C. N/A Filipino 8,930,733,170 76.92% Raymundo Ave., Maybunga, Pasig City (Stockholder) Common ANA Holdings, Inc. Shiodome City Centre, 1-5-2 Higashi-Shimbashi, Minato- N/A Japanese 1,103,042,933 9.5% ku, Tokyo, Japan, 105-7140 (Stockholder) 2 The number of Outstanding Shares is net of the 25,015 treasury shares but inclusive of partially paid subscription to 1,086,750,000 shares which are allowed to vote. 3 Trustmark Holdings Corporation (THC) is 60% owned by Buona Sorte Holdings, Inc. (BSHI) and 40% by Horizon Global Investments, LTD. (HGIL). BSHI is a domestic company while HGIL is a BVI company. The right to vote or direct the voting or disposition of the Corporation’s shares held by THC is lodged in the latter’s Board of Directors, the members of which are Dr. Lucio C. Tan, Mrs. Carmen K. Tan, Ms. Shiela T. Pascual and Michael G. Tan. Dr. Lucio C. Tan is expected to be given the proxy to vote the shares of THC. 3 (d) Security Ownership of Management as of 30 April 2020 Name of Amount and Percent Title of Class Beneficial Position Nature of Citizenship of Class Owner Beneficial Ownership Common Lucio C. Tan Chairman, 450 Filipino Nil President and R (direct) Chief Executive Officer Common Carmen K. Tan Director 450 Filipino Nil R (direct) Common Lucio C. Tan, III Director 450 Filipino Nil R (direct) Common Vivienne K. Tan Director 1,000 Filipino Nil R (direct) Common John G. Tan Director 450 Filipino Nil R (direct) Common Joseph T. Chua Director 225 Filipino Nil R (direct) Common Ryuhei Maeda Director 1 Filipino Nil R (direct) Common Gregorio T. Yu Independent 225 Filipino Nil Director R (direct) Common Johnip G. Cua Independent 225 Filipino Nil Director R (direct) Total 3,476 (e) Voting Trust Holders of 5% or More The Corporation has no stockholder of record holding more than 5% of the Corporation’s common stock under a voting trust agreement. (f) Changes in Control There are no arrangements which may result in a change in control of the Corporation. 4 Item 5. Directors and Executive Officers (a) Directors, Executive Officers, Promoters and Control Persons The Corporation has nine (9) incumbent directors. Hereunder are the Corporation’s incumbent directors and executive officers, their names, ages, citizenship, positions held, term of office as director/officer, period served as director/officer, business experience for the past five years, and other directorships held in other companies: Name/ Current Affiliations and Business Term of Office Age Citizenship Position Experience in the last 5 years /Period Served Lucio C. Tan/ 85 Filipino Chairman of Absolut Distillers, Inc., 1 year/ Served Chairman, Alliedbankers Insurance
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