COUNTRY CLUB, INC. ACACIAAVENUE, AYALAATABANGVITIAGT, MUNTINLUPACITY TEL. NOs.: 8442 3531TO 39membershipoacci.com.oh

0l February 2020

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL I4,2O2O

To All Stockholders of ALABANG COUNTRY CLUB, INC.

Notice is hereby given that the annual meeting of the stockholders of ALABANG COIINTRY CLUB, INC. ('ACCI") will be held on Tuesday, 14 April 2020 at the Ballroom B, Alabang Country Club, Inc., Village, City at 6:00 p.m., with the following agenda:

I Call to Order ) Proof of Notice of Annual Meeting and Certification of Quorum 3 To approve the Minutes of the 2019 meeting of Stockholders held on l2 April 2019 4 To approve the 2019 Financial Accounts and Reports 5 To approve and ratif the appointment of Sycip, Gones, Velayo & Co., as the independent public accountants for Fiscal year 2020 6 To ratifu and approve all acts and proceedings ofthe Board of Directors and Officers for the preceding year 7. President's Report/Message 8. To elect three (3) new directors ofACCI 9. Other Matters l0 Adjournment

Stockholders of record who are regular members of good standing at the close of business on 31 March 2020 are entitled to vote at the Annual Meeting. Oficial ballots shall be issued l:00 mo ll il 202 lo rso ood standi Castin allowed {rom l:00 pm to 4:00 om of 14 Anril 2020.

IN THE EVENT ANY STOCKIIOLDER WILL BE UNABLE TO PERSONALLY ATTEND THE SAID ANNUAL MEETING, SUCH STOCKHOLDER MAY APPOINT A REPRESf,NTATTVE TO ATTEND ON HIS/HER BEHALF BY ISSUING A VALID PROXY (KINDLY REFER TO THf, ATTACHED PROXY FORMS). ALL PROXIES MUST BE DULY FILLED, SIGNED AND RETURNED BY HAND, BY MAIL OR EMAIL TO THE MEMBERSHIP SERVICES DEPARTMf,NT OF ACCI NO LATER TIIAN 6:00 PM OF APRIL 3,2020.

For and on be alfofthe Board of Directors

EMIL HAYUDINI Corpo S /ray

1 SECURITIES AND EXCHANGE COMMISSION SEC FORM 2O-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE

lpcuhrrEs aro 6E! 1. Check the appropriate box: C<,r,c.ar. :.,a..u,,.u., ! Preliminary Information Statement l,r,^ IV - Z rlttit-t x Defi nitive Information Statement \ ,. nx r'. 2 Name of the Registrant as specified in its charter - ALABANG COUNTRY CLUB, INC. J Muntinlupa City,

4 SEC Identification Number - !!Qf!

5 BIR Tax Identification Code - 003-948-773

6 Acacia Avenue, Ayala Alabang Village, Muntinlupa City 1780

7 Registrant's telephone number, including area code - (!!|@l$l_.,[q]!

8 Date, time and place of Stockholders' Meeting: April 14.2020.6:00 p.m. at Alabans Countn' Club, Inc.

9 The Information Statement, together with the proxy form shall be first sent to stockholders on March 8,2020.

10. Name of person filing the statement/solicitor- Alabang Country Club, Inc.

11. Securities registered pursuant to Sections 8 and l2 ofthe Code or Sections 4 and 8 of the RSA (information on number ofshares and amount ofdebt is applicable only to Corporate registrants) :

Title of Each Class Number of Shares Issued & Outstandins (as of February 2020) FOI.JNDERS' 9 9 COMMON - CLASS'A" t74t 1672 COMMON - CLASS "B" 750 660

12. Are any or all ofregistrant's securities listed on a Stock Exchange

Yes No x

If so, disclose name of Exchange - N/A ALABANG COUNTRY CLUB, INC.

Information Stetement

I. GENERAL INFORMATION

Item l. Date, time 8nd place ofmeeting of s€curity holders

The Annual Meeting of stockholders ofALABANG couNTRy CLUB,INc. shall be held at the principal oflice ofthe Corporation on Tuesday, April 14, 2020 at 6:00 p.m

The complete mailing address ofthe principal office ofthe registrant is _

Alabsng Country Cluh lrc. Acacia Avenue Aysla Alsbarg Village Muntinlups City

This information statement, together with proxy the form, shall be first sent to stockholders via mail on or before March E, 2020 or at least fifteen (15)_ business jry. - p.io, io ,""ung date, The same can also be downroaded through our website at www.acci.com.ph.

be considered and acted 3l;,[:ffI":" upon at such meeting are referred to in rhe Notice of Annual Meeting of

Item 2. Dissenters' Right ofAppraisal

The corporation knows ofno matter to be.voted upon at the Meeting which may give rise to the stockholders, right ofappraisal' The apPraisal right is arailable in insaLn"". *t tt r-.?oatholders are requir€d to vote for or against a proposed amendment to the anicles of, incorporation "." which cr,un!", o. restricts the stockholders, rights or authorizes any preference superior to those-;f outstandirj arr*"i or extends or shortens the term of the corporation's existence lt mav also be exercised in instanc;s ,"here stocthotaers are called upon to ro. oI. agains a plan of merger or consoridation, or a saie, t*",;;;;;;sfer, mortgage, predge or orher disposition"ota ofall or slbstantially all of the corporate property and assets. ln iier for the stockholder to avail himself of the appraisal right, he must have voaed against any of the proposed corporate action, and by making a written demand on rhe corporation within rhirtyi3o) days' after tr,"l"i! *r,i"ri trre vote *as'tater,'#ffi*t or*," fair value ofthe dissenting stockholder'i shaies. ",

Item 3. Interest persons ofCertain in or Opposition to Matters to be Acted Upon

The present directors, o{ficers, each nominee for election of the directors and thei associates have no substantial interest, direct of indirecl bv security holdings or otherwi; i;-;;;;n", ," be acted upon other than elecrion to office. None of the direcrors has irfo;;; il;;;i.;; r'*irii"iJr-, intention to oppose any acrion to be taken during the annual stockholders' meeting.

CONTROL AND COMPENSATION INFORMATION

It€m 4. Voting Securities and principal Holder Thereof

a) There are Nine (9) Founders'. Shares and2,49l outstanding common shares of stock ofthe corporation, which are further' subdivided into 1,741 class "A" and 750tlass "B" shares. one share is entitled vote. present to one At there are2,34l entitled to vote (undetermined A or B).

b) only stockholders ofrecord as of 3r March 2020 shalr be entitled to vote at the meeting. The Stock and Transfer - Book ofthe Corporation shall be closed as of3t March 2020.

c) For the purpose ofvoting the shares in the Meeting, one share is entitred to one vote.

2 However, with respect to the election of directors, the shares of the stockholder shall have as many votes as there are directors to be elected. A stockholder may distribute the votes he is entitled to in favor ofas many nominees as there are directors to be elected or he may cumulate such votes and give them all to one -many candidate. The stockholder may also distribute them on the same principle among as candidates as such stockholder would choose: hovided that, each share cannot have more uotJr thun the total number of directors to b€ elected. Candidates receiving the three (3) highest number of votes shall be declared elected. This is also to give discretionary authority to cumulate votes for the proxy.

d) Security Ownership ofCertain Record, Beneficial Owners and Management.

None ofthe directors or executive officers or any shareholder is beneficial owner of more than 5o/o of the shares ofthe Corporation as ofFebruary 2020.

Security Ownership of Msnrgement

All but one (l) present ofthe officers and directors of the Corporation are owners ofonly one qualirying share of the Company as of February 2020.

Title of Class Name and Address Amount and nature of Cilizenship Percent of owner ownership ("R'/'8") of class as of Februan 2020

Common Share Mario A. Aguinaldo P r,050,000.00 -8" Fifipino 0.043% 185 Apitong Sheet Ayala Alabang Village Muntinlupa City

Common *8" Share Virgilio P. Balaguer P 65,000.00 Filipino 0.043o/o I l3 Sarangani Street Ayala Alabang Village Munrinlupa City

Common Share Arnold M. Corporal P 1,800,000.00 "8" Filipino 0.043% 239 Camachile Stret Ayala Alabang Village Muntinlupa City

Common Share p Nilo S. Cruz 3,0OO,OOO.00 -B- Filipino 0.043o/o 90 V. Buencamino Stseet BF Manresa Paraffaque City

Common Share Nestor B. Dayid P 800,000.00 "B" Filipino 0.043o/o 52 Geneya Street BF Homes paraflaque City

Common Share Cesar I. Diomampo P 120,000.00 "B" Filipino 0.043o/o l0l Celery Drive Vale Verde 5 City

Common perez Share Homer B. P 1,900,000.00 "8. Filipino 0.043% 58 Spinach Street Valle Verde 5 Pasig Ciry

3 Common Share Emily Sibulo-Hayudini P 1,900,000.00 "B" Filipino 0.043o/o 543 Ma. Cristina Street Ayala Alabang Vitlage Muntinlupa City

Common Share Eduardo G. Sumulong P 2,000,000.00 .8" Filipino 0.043% 146 Pili Drive Ayala Alabang Village Muntinlupa City

Common Share Dominador F. Tiongco P 1,150,000.00 "8" Filipino 0 .086% 172 Lauan Street P 4,000,000.00 *B" Ayala Alabang Village Muntinlupa City

Total P 17.7 .00 e) The corporation has no knowledge of voting trust holders of5olo or more. f) The registrant has no knowledge of any change in the control ofthe corporation which has occurred since the beginning of its last fiscal year.

Item 5. Directors and Executiye Officers

The current Board ofDirectors and Officers ofthe Club tre as follolys:

Name Age Citizership No. of yesr(s) Business Experience (last live (5) years) Served as Director

Dominador F. Tiongco 88 Filipino 3 Work ExPerience: Chairman 1976-1981, Chairman ofthe Board, Philippine- Marine Surveyors & Swom Measures Corp. (P-NKKK) l98l -2013, Chairman ofthe Board & President, Philippine-Japan Marine Surveyors & Swom Measures Corp. (P-NKKK) 196l-1996, Chairman of the Board & president (from 1974-1996), Adjusters & Surveyors Company (MASCO)

Orsan izations/Associations Joined: Member, International Associatjon of Arson InYestigators (IAAI) Past President, Philippine lnstitute ofLoss Adjusters (PILA) Charter Member and Past President, Association of Phil. Adjustment Companies (APAC) Charter Member and Past President, Metropolitan Lions Club of Manila Zero Club of Alabang

Present and Past Activities: Alabang Country Club, Inc.: 201 7-present, Chairman, House Committee Membership Committee Member, 1995,2}rs & 20t6-2019 Sub-committee on Rules & Implementation, Member, 2004 NOMELEC Member, 2004, 2015 & 2016 4 Mango Tee Committee, Co-Chairman, 2003 & 20M Sub-committee on Bids and Awards, Co-Chairman, 2005 5ft ASGA Invitational Cup, Chairman Director, 2006-2009 Treasurer (Chairman, Finance Committee (2006-2009) Past & Present Member: Socials Committee, Membership Committee, Rules & Ethics Sub-Committee Lupon, Past Member, Ayala Alabang NOMELEC, Twice Member, Ayala Alabang Village Association

Eduardo G. Sumulong 49 Filipino 3 Professional Exoerience: President February 20 l4-present, Managing Director, Computrade Technology Phils., Inc. July 2013-January 2014, Country Group Director, Samsung Electronics Phils., Inc. November 2009-July 2013, Country General Manager, Thakal Brothers PTE Ltd. (Philippine Offi ce) Technopaq/Thakral Infotech/Thakalone/Futureworld June 2008-October 2009, Regional Director, Channels and Commercial Group, EMC Southeast Asia ( Office) December 2000-June 2008, Country Channels Manager, EMC Phils., Inc. January l999-November 2000, Sales Executive, Financial Services Sector, IBM Phils., Inc. May l997-December 1998, Business Partner Relationship Manager, IBM PC Group, IBM Phils., Inc. February 1995-June 1995, Product Manager, Universal Robina Corp. (URC), Inc. June 1993-January 1995, Account Executive, Saatchi and Saatchi Advertising, Inc. 2019-present, Chairman, Golf Committee 2018-2019, Chairman, Finance Committee Alabang Country Club, Inc. 2017-2018, Chairman, Labor & Audit Committees, Alabang Country Club, Inc. (ACCI)

Amold M. Corporal 47 Filipino 3 Professional Backsround: Vice President 1998-2000, 2001-present, Partner, Angara Abello Concepcion Regala & Cruz Law Oflice 201l-present, lntegrated Bar ofthe phils., City Chapter, Director, Treasurer and Chairman of Ways and Means Committee 2013-present, Director & Cor?orate Secretary, Orbis Capital Ventures, lnc. 2015-present, President & Director, Orbis Partners Lending, Inc. 2013-present, Director & Corporate Secretary, Grandplains Properties, Inc. 2013-present, Director & Corporate Secretary, Royal Southmeadows, Inc.

5 2014-present, Director & Corporate Secretary, B&B Brew Corporation 2013-present, Director & Corporate Secretary, B&B Burgers and Brewskies, Inc. 201 l-2013, Director, ACCRAIN Holdings Corporation 2013-present, Member (since 2010) & Trained Arbitrator (since 2013), Philippine Dispute Resolution Center, Inc. 2008-present, Corporate Secretary, Airbridge Travel, Inc. 2007-present, Director & Corporate SecretaDi, ATT Techlologistics, Inc. 2007-present, Director & Corporate Secretary, Chemlux, Inc. 2005-present, Securities & Exchange Commission Certifi ed Financing Company Compliance Officer 2000-2001, Legal Manager, PhilWeb.Com, Inc. 1999-present, Director & Vice President for Legal and Credit, First Sunly Credit Corp. 1999-present, Vice President for Legal and Administration, Sunly Properties, Inc. 1998-present, Member, Ateneo Law Alumni Association

Afliliations & Activities: 2019-present, Chairman, Construction Committee 2018-2019, Chairman, ACCI Sports Committee 2017-2018, Chairman, ACCI Mktg & Communications Committee 2012-present, Member, Alabang Country Club, Inc., 2013 & 2014, Member, Alabang Country Club Men's Federation GolfTeam 2008-present, Member, Canlubang Golf & Country CIub 1983-1989, Member, Junior Golf Federation of the Phils. Member, San Beda colfTeam (HS 1984-1988, College, 1989-1993)

Homer B. Perez 65 Filipino 2 Work Experience: Treasuter September 2002-present, EVP & Part Owner, Papa Securities Corp. (member ofthe Phil. Stock Exchange) February 1997-March 2002, Mng. Director, Orion Squire Capital, Inc. February 1995-February 1997, Director, Angping & Assoc. Securities, Inc. February 1994-December 1994, President, Peregrine Securities Phils., Inc. May l993-February 1994, VP, Abacus Securities Corp. September 1986-May 1993, VP, Philippine Asia Equity Securities, Inc. May 1978-September 1986, Portfolio Mgr., Private Devt. Corp. ofthe Phils., Inc. May 1976-May 1978, Manpower Skills Devt. Offrcer, National Manpower & Youth Council 6 August 1985-May 1976, Economic Researcher, National Economic & Devt. Authority

Other Work Experience: September 1988-December 1989, Columnist, South China Moming Post, Hongkong October [988-February 1989, Lecturer, College of Saint Benilde September 1992-October 1992, Special Training in Portfolio Management, Montgomery Securities, USA

Professional. Civic & Other Orsaniza tions/Clubs: Triskelion ofthe year 2015, UP Tau Gamma Phi. 1982-1986, Rotary Club ofTaguig Member: Alabang Country Club, Inc. Manila Polo Club Baguio Country Club Tagaytay Midlands Colf Club Anvaya Cove Golf Club & Resort Club Makati Sports Club Valle Verde Country Club

EmilySibulo-Hayudini 69 Filipino 7 Professiona I Experience: Corporate Secretary Solo Practitioner, E.S. Hayudini Law Office, 2000-present Legal Consultant, Seaoil Group ofCo., 2 00 I -present Corporate Secretary, Seaoil Phils., Inc. (SPf, 2007-present Corporate Secretary, NOVEL Securities, Inc., 2016-present Lecturer & Resource Speaker, Ateneo Inst. of Banking/Center for Continuing Education and for various banks and govemment agencies, 1984-present Accredited Court Mediator, Muntinlupa City Courts, 2005-present Director, Solutions Catalyst, Inc., 2001-2004 FVP, Rizal Commercial Banking Corp., (RCBC), 1980-2000 Lupon Head,/Member, Brgy. Ayala Alabang, 20 I 4-present/20 I 0-20 I 3 Associate Attomey, Luna, Puruganan, Sison, Ongkiko Law Offices, 1979 Bank Lawyer, RCBC. 1977-1978 Law Researcher, UP Law Center, 1976-1979 Asst. Attomey, De Lara Law Office, 1976

Other Activities: Alabang Country Club, Inc.: Chair, Rules & Ethics Committee, 2010-2019

Corporate Secretary, 2006-20 1 0, 20'13-present Trustee/Vice President/Corporate Secretary, Saklolo at cabay ng Ina at Pamilya, (SAGIP)

7 2006-present President/Trustee, Sigla ng Buhay Foundation,

20 1 4 -pr esett1200 6 -20 I 3 Member/Director/VP, ZONTA Club of Muntinlupa City and Environs, Inc., 2006-present Director/Treasurer, UP Law Class 1975 Foundation, lnc., 2000-present Director, Local Council of Women of Muntinlupa City (LCW), 2006-2009 Lifetime Member, Integrated Bar of the Phil.

Mario A. Aguinaldo 77 Filipino I Professional Exoerience: Independent Director 2012-present, Legal Counsel, Royal Plaza Twin Towers Cond. Corp. 201o-present, Legal Counsel, Corp. Sec./Resident Agent, Jin Air Co. Ltd. 2002-present, Legal Counsel, Villareal Dental Clinic I 998-present, Co-founder, Legal Counsel, Dofl a Gregoria Foundation Inc. I 993-present, Legal Counsel/Corporate Secretary, Littelfuse Phils. Inc. 1973-present, Chairman ofthe Board, Legal Counsel, KLT Fruits Inc. I 973-present, Legal Counsel/Corp. Sec./Resident Agent, Korean Airlines Co. Ltd..

Other Work Experience: 1973-201 I , Legal Counsel/Corp. Sec/Resident Agent, Hanjin Group ofCompanies I973, Professor ofLaw, Far Easter Univenity l97l-present, Founder, Senior Managing Lawyer M.A. Aguinaldo & Associates Law Offices 197 l-1972, Trial Lawyer, Gonzalo W. Gonzles & Associates 1970-1971, Brief Writer, Gonzalo W. Gonzales & Associates 1969-1970, Associate Lawyer, Gonalo W. Gonzales & Associates 1967-1968, Technical Asst., Ways & Means Comm 1967-l968,Trial Lawyer & Brief Writer, Kintanar & Associates 1966-1967, Researchel Kintanar & Associates

Club Membership: Alabang Country Club, Inc.: 201g-present, Chairman, Labor & Audit Committees 2008 &. 2009 , Chairman, Nomination & Election Committee 2008-2009, Legal Counsel 2008-2009, Chairman ofthe Food & Beverage Committee 2008-2019, Member, Rules & Ethics Comm.; 20 I 8-20 | 9, Vice Chairman 2008-2019, Member, Membership Comm.; 2009-2017, Vice Chairman 20018-2019, Member & Secretary, Construction & Maintenance Committee

8 Virgilio P. Balaguer 76 Filipino 2 Work Experience: Director Present, President/CEo, Next Century Bldg. System, Inc. 201 l -present, President/CEo, United Global Real Estate Specialist Corp. 2014, President/CEO, Alabang Country Club, lnc. 2004-present, President/CEo Star Textile Mfg.& Trading, Inc. 1992-1997, hesidenvcEo, Citynet TV Channel 27, A GMA Channel 7 Group 1989- 1992, PresidenVowner, lntercontinetal Broadcasting Corp. IBC TV Channel 13 1986-1989, PresidenVOwner, Broadway Shopping Outlet, Broadway St. Vallejo, California, USA 1980-1986, President/CEO, Geebees TeleYision Production, GMA 7 Vice PresidenVGeneral Manager, Rustan Group, Makati Pharmaceutical Lab, Inc., Aries Laboratories, Inc., Holiday Cosmetic Mktg. Corp., 1972-1979

Current Activities Chairman, PR & Mktg. Committee; President, Alabang Senior Golf Assoc., Alabang Country Club, Inc. Member, Manila Southwoods Golf & Country Club, The Country Club-Tagaytay Highlands, Subic Yacht Club.

Nilo S. Cruz 62 Filipino 2 Work Exnerience: Director Board Member: DBP Data Center, 2013-2017 GE Philippines, 2010-2012 smartmatic/TlM Philippines, 2009-20 I 0 HP Philippines, 2002-2007 Compaq Philippines, 1999-2002 ISI Computer System Corp., 1998-1999 Board of Trustees, Junior Achievement ofthe Philippines FSVP/Chief Information Oflicer, Development Bank ofthe Phils. (DBP),2013-2017 President/CEO, DBP Data Center Inc., 2013-2017 Country Manager, GE Healthcare Phils. ,2010-2012 Mng. Director, Enraio (Th€ Integrated Project Delivery Firm ofthe Cirdia Ltd. Croup, an Architecture Engineering & Construction (AEC) Services Provider, 2009-2010 PresidenVAdvisory Board,Smartrnatic-TIM JV, 2009-2010 Business Director, British Telecoms, Phil., lnc.,2007 -2009 President & Mng. Director, Hewlett-Packard Phils., Inc., 2002-2007 President & Mng. Director, Compaq Computer Phils., lr,c., 1999-2002 President & CEO, Datacraft Communication Systems, Inc. 1998-1999 Director of Sales,Enterprise GroupJBM Phils., 1979- 1998

9 Professional AchieY€m€nts: TOM (The Outstanding Mapuan) Awardee, School of Mgt. & Indtl. Engineering, Mapua Inst. ofTechnology, April 1999 IBM South East Asia Region, Achievement Award, 1996 IBM Blue Chip Award, 1995 & 1996 IBM Travel Industry Solutions Award, 1995 IBM Mktg., Mgr. of the Year Award, Asia Pacific, l99l

Affi liatioDs & Activities: Former member of the Finance Committee, Alabang Country Club, Inc., (Spearheaded the institution and automation oftle current membership POS card system) Chairman, Socials Committee Active & bona fide member for the last 25 years. President, Information Technology Assoc. of the Phils. (ITAP) Business Process Assoc. ofthe Phis. (BPAP) Call Center Assoc. ofthe Phils. (CCAP) Phil. Computer Sociery (PCS) Phil. Chamber of Commerce Makati Business Club Management Assoc. ofthe Phils. American Chamber of Commerce Phil. Electronic & Telecommunication Federations (PETEF) Rotary Club-Makati West

Nestor B. David 68 Filipino I Work Experience: Dhector 2000-present, President, Nelsen Travel, Inc. 2000-present, Parher, David Perez and Associates Law Office I 993-1999, PresidenVDirector, Association of Intemational Shipping Lines 1990-1999, Country Manager, Nedlloyd Lines 1988-1989, Traffic/Logistics Mgr., EAC, Pasadena, Califomia 1986-1988, Deputy Manager, The East Asiatic, Co. Ltd. 1970-1982, Marketing Manager, Intemational Harvester

Affiliations: 20 lg-present, Chairman, Membership Committee Alabang Country Club, Inc. (ACCI) 20 18-2019, Member, Housekeeping Comm. ACCI Member, 2017 Validating Comm. for Golden Membership Program, ACCI 1996-1999, Bukas sa Dios Loob Community Membel Knights of Columbus 7147- Resurrection ofthe Lord Parish, BF Homes Paraflaque 1983-2010, Membel Araw Running Club 1990-1992, Rotary Club of Paraflaque South 1990-1992, District l2 Govemor, BF Northwest

l0 Cesar I. Diomampo 68 Filipino I Work ExDerience: Independent Director 2000-present, Chairman & President, Cidalwoods Landholdings Corp. I 989-present, Chairman & President, Tiremasters, Inc.

Other Work Exoerrence: 1986-1988, Vice Pres., Marketing, 1984-1985, AVP, Plant Superintendent, Sta. Ines Melale Corp. 1980- 1984, Marketing Manager, Marina properties Corp. 1976-1979, General Sales Mgr., Phil. Alum. Wheels Inc. 1973-1976, Sales Manager, Autometics Center, Inc. 197l-1972, Frofi Office Supervisor, Sulu Hotel, Q.c. 201g-present, Chairman, Sports & Recreation Committee, ACCI

Three (3) directors ofthe company are to be erected at the Annuar stockholders' meeting to hold office from April 2020 up to year 2023 until their respective successors have been elected and qualified. The new y elected rs als tn inde nt di the di will h o tiona an most i a toe them cu r's officers and two (2) indeoendent di rs.

Signilicant Employees

No penon, who is not an executive office1 is expected by the Corporation to make a significant conhibution to the operations ofthe Corporation. The registrant has no mateiial pending legal proceedings.-

Family Relationship

There is no family relationship among candidates and directors.

The nominees are related by consanguinity or affinity up to the fourth civil degree to any other director or executive ofiicer ofthe-not Corporation and are not aware of any relation to other nominee-s to the B6ard oi oi.""too. Involyement in Certain Legal proceedings

Dufng the past five years, there was no bankruptcy petition filed by or against any business of which a nominee and/or directors was a general partner or executive oilicer either at the time of the bankruptcy or within two years prior to that time; nor was anv nominee convicted by--any finar judgment in a criminal p.*""airg,-ao.e.ti" o. foreign, excluding traflic vior;ions and other minor offe;";;;;;; subject to any order, judgment, or decree, which was subsequently reversed, suspelded or vacated, oi any court oi competint jurisdid; a;estic or foreign,,permanently or lemporarily,enjolning, ua.ring, or otherwise limiting his involvement in any type of business, securities, commodities ryp*aing or banking u-.tiritie.; *j ,o nominee has beei' rouna by u ao.".ti" o. foreign court of competent jurisdiction (in a civil a;on), the s""mG and Exchange commission or comparable foreign body, or a domestic or foreign exchange electronic market piace or selr-.""grtuto.y o.juni-tioi, to t ur" violated securities or commodities -or laws. Foi funher atcussions, ilease refe. to the attached ,.Statement of Management's Responsibiliry for Financial Statements,,.

Certain Relationships and Relsted Transactions

Dr'lring the. last two (2) years, the corporation- was not a party in any transaction in which a director or executive officer of the company, any nominee ior election as a direc,oi unaloi *y rn"rnber of their immediut" fu.ily hud u material interest thereon.

l1 No director has resigned or declined to stand for re-election because ofa disagreemenl with the Corporation on any matter relating to its operations, policies or practices. Please refer to 2019 Audited Financial Statements for discussions.

Item 6. Compensation of Directors and Executive Offic€rs

Excepl for the General Manager and Legal Counsel, Directors and other Executive officers do not receive any compensation or bonuses for the past three (3) fiscal years. The following are the aggregate compensation paid or accrued for key management personnel of the club during the last three (3) years and the projection for the year 2020:

Year 2020 (Projection) 2019 2018 2017 Total Comp€nsation 6,416,280.00 P5,828,030.7s P5,221,243.29 P5,000,946.61 Legal Counsel 240,000.00 240.000.00 240,000.00 240.000.00

The report above reflected the compensation of key management personnel of the Club, composed of the General Manager, Finance & Administrative Division Manager, Sports Division Manager and Facilities Management Division Manager. The retainer arrangement with the new Legal Counsel was entered into on May 01,2016 and remains effective todate. The retainer fee covers consultation and advise on routine legal matters. Other services such as litigation or appearances before any judicial, quasi-judicial or other tribunal or body, legislative, or administrative bodies or officials, shall be subject to separate fees. The retainer fee is subject to the payment of 12% R.VAT.

Item 7. lndependent Public Accountants

Appointment of Extemal Auditors

In compliance with SEC Memorandum Circular No. 6, Series of 2009, the composition ofthe Audit Committee are as follows: Mario A. Aguinaldo - Chairman Randolph L. Ang - Member Zorabell S. Medina - Member Homer B. Perez - Member Lucito R. Torres - Member

The said Audit Committee shall be responsible, among others, to recommend the extemal auditor ofthe company.

The election, approval or ratification of the registrant's accountant shall also be discussed during the Annual Stockholders' Meeting. Sycip Gorres Velayo & Co. (SGV) with Mr. Peter John R. Ventura. as sisninq partn€r, which is the principal accountant for the fiscal year ending 3l December 2019, has been selected and shall be recommended to stockholders for election, approval or ratification for the curent year. ln compliance with SRC Rule 68 as amended, SGV's election as registrant's external auditor for the current year shall be the transition period for lhe registrant to change said extemal auditors for next year.

Representatives ofSGV are expected to be present at the Annual Meeting. They will have the opportunity to make a statement ifthey desire to do so and they are expected to be available to respond to appropriate questions.

SGV and the Corporation have not had any disagreements with regard to any matler relating to accounting principles or practices, financial slatement disclosure or auditing scope or procedure.

In compliance with the revised SRC Rule 68, Pan l(3)(B)(ix), the external auditors shall be rotated after every five (5) years ofengagement. In case ofa firm, a two (2) year cooling offperlod shall be observed in the re-engagement ofthe same signing partner or individual auditor.

Item 8. Compensation Plans

No action shall be undertaken with regard to election, any bonus, profit sharing, pension/retirement plan granting of extension ofany option, warrant or right to purchase any securities.

t2 Item 9. Issuance and Exchange of Securities

No action shall be undertaken with respect to the aulhorization or issuance of any securities otherwise than for exchange for outstanding securities ofthe registrant.

On January 19, 2017, the registrant sold Thirty Four unissued shares consist of the following: Twenty Five (25) Class "A" shares in the amount of P4,000,000.00 per share payable in cash; Six (6) Class "8" shares in the amount of P4,300,000.00 per share payable in cash, and Three (3) Class "B" shares in the amount of P4,700,000.00 per share payable in Twelve (12) equal monthly installments.

Item 10. Modilication or Exchange ofSecurities

No action shall be undertaken with respect to the modification of any class of securities of the registrant, or the issuance or authorization for issuance of one class of securities of the registrant in exchange for outstanding securities of another class.

Item I l. Financial and Other Information

The Company hereby undertakes to fumish each Stockholder of the Audited Financial Statements two (2) weeks prior to the Annual Stockholders Meeting. Representatives of SGV are expected to be present at the Annual Meeting. They will have the oppornrnity to make a statement ifthey desire to do so and they are expected to be available to respond to appropriate questions.

No changes in and disagreement with accountants on accounting and financial disclosure.

Item 12. Mergers, Consolidations, Acquisitions and Similar Matters

No action shall be undertaken with respect to any transaction involving merger, consolidation, acquisitions and similar matters.

Item 13. Acquisition or Disposition of Property

No action shall be undertaken with respect to the acquisition or disposition ofany property ofthe registrant.

It€m 14. Restatement of Account

No action shall be undertaken with respect to the restatement of any asset, capital, or surplus account of the registrant.

OTHER MATTERS

Item 15. Actior with Respect to Reports

a) Approval ofthe Minut€s ofthe Previous Stockholders' Meeting Copies of the minutes of the previous meeting of the stockholders will be made available at the 2020 annual stockholders' meeting for any stockholder desiring to review the same. The previous annual meeting of the stockholders was conducted in accordance with the agenda as indicated in the Notice of Meeting and circulated to the stockholders together with the Information Statement at least fifteen (15) business days prior to the meeting, and actions taken and voted by the stockholden on each item of the agenda. At the meeting, the stockholders approved minutes of the previous meeting, approved the previous year's financial accounts and reports, ratified the appoinunent of the independent public accountant for the ensuing yefi, ratified and approved all acts and proceedings of the Board of Directors and Oflicers of the preceding year, and elected three (3) directors.

All proceedings of the Board of Directors and Oflicers are conducted in accordance with the agenda duly fumished and circulated among the directors and officers at least

l3 one (l) week before the meeting, and all acts are approved with the requisite majority vote, which in practically all instances, has been unaninous.

b) Notation and Approyal of the Management Report and Finsncial Ststements The management shall report on the significant business transactions undertaken by management and the financial targets and achievements for the fiscal year 2019. The management report and the audited financial statements for the period ending 3l December 2019 ofthe corporation are reflected in the annual report.

c) The company hereby undertakes to furnish each stockholder of the annual report together with the audited financial statements two (2) weeks prior to the annual stockholders' meeting. lt is the discretion of the stockholder to wait for his copy of said report before signing the attached proxy.

Item 16. Mrtters not Required to be Submitted

No action shall be undertaken with respect to any matter not required to be submitted to the vote of security holders.

Item 17. Amendment ofcharter, By Laws or Other Documenls

No action shall be undertaken with respect to any amendment of charter, byJaws or other documents.

Item lE. Oth€r Proposed Action

Ratification of Acts and Resolutions of the Board of Directors, and Ollicers of the Corporation from the date of the last amual stockholders' meeting as reflected in the minutes. Copies ofthe minutes ofthe meetings ofthe Board of Directors for the fiscal year 2019 will be made available for inspection and approval by the stockholders.

Item 19. Voting Procedure

Quorum - A majority of all stockholders in good standing whether personally present or represented by proxy, shall constitute a quorum at all meetings ofstockholders and election ofthe Board ofDirectors.-

All corporate acts requiring the approval ofthe stockholders under the Corporation Law, shall require the approval of two-thirds (2/3) of the entire corporate capital stock subscribed.

Methods by which votes will be counted - Canvassing shall commence immediately after the closing ofthe casting ofballots. All ballot boxes shall be opened at the designated area adjacent to the meeting place and-the canvassin! shall be presided by the Nomination and Election Committee who shall read the votes of each ballot cast. Theri shall only be one oflicial canvass sheet. For this purposes, canvass sheet shall be filled by the Intemal Auditors. Other than the official canvass sheet of the Board of Tellers, no other canvass sheet shall be recognized. Resolutions or questions that may arise as to the counting of votes shall be based on the canvass she* prepared by the Board ofTellers.

II. SOLICITATION INFORMATION

Item l. Id€ntification

The solicitation is made by ALABANG COUNTRY CLUB, lNC. and is made by the use of the maiVe-mail with an estimated cost ofFifty Thousand Pesos (P50,000.00) which is bome directly by Alabang counfy club, Inc.

The Board of Directors is not aware of any party who has indicated an intention to oppose the motions to be taken up in the meeting.

Item 2. Instruction

hoxy form when properly executed will be voted in the manner as directed by the undersigned stockholder.

Proxy form not properly executed shall count only for quorum purposes. t4 Manner in which the proxy form shall be accomplished, including validation process shall be govemed by the provisions of SRC Rule 20 and the Proxy Rules adopted by the Club's Nomination and Election Committee. The Nomination and Election Committee is authorized and directed (a) to promulgate and implement guidelines to govem the conduct of th€ nomination and election of directors and (b) to conduct the validation ofproxies and the canvassing ofballots for the election ofdirectors, among others.

Item 3. Revocability ofProxy

The person giving the proxy has lhe power to revoke it by filing a written notice to such effect with the Nomination & Eleclion Committee before the deadline for the filing ofproxies or by personally appearing during the scheduled election anYtime before the issuance of the ballot form. If his proxy has already voted, the Stockholder will no Ionger be allowed to vote but he may attend the Stockholden' meeting himself.

Item 4. Persons Making the Solicitation ln most cases, the candidstes for directors solicit proxies. As of todate, the candidates are: Edwin R Arceo, Jaime s. Dela Rosr, Angelito E, colona, Ma. Josefina T, Gorres and Abelardo F, villacorta. In the ,bsence of named proxy holder, the proxy shall count only for quorum purposes.

The nominees for election to the Board ofDirectors are as follows:

Name Ag9 Citizenship BusiIless ExperieIlce

Edwin R. Arceo 62 Filipino Work Exoerience: General Manager/President, IMOSCO Corp., l99l -present B.B. Fischer & Company, Inc.: AVP-Sales, 1985-1991 Sales Manager, 1983-1985 Product Manager, l98l -1983 Sales Engineer, 1978- l98l

Afliliations: UP Aguman Capangpangan, 1974-present UP Industrial Engineering Club, 1976-1978 Epsilon Chi Fraternity. I 975-present Makati Jaycees, VP Operations, 1985-1986 The Mining Club, Founding Member & Incorporator, 1988 Member, ACCI Golf Committee,20l9 Member, ACCI Parmen, 2018

Angelito E. Colona 66 Filipino Work Derlence: 200l-present, Chaiman & CEO, Eagle Express Group (Holding Company) Chairman, President & CEO: 1987-present, Eagle Express Lines, Inc.; 1994-present, Awards Cargo Agency Phils. lnc.; 2006-present, I-Solutions Intemational, Inc.; 2000-present, EMCS Phils., tnc.

Busirtess Orsanizatiors: President, United Port Usen Confederation of the Phils. Vice-President, Phil Chamber ofCommerce & lndustry. (PCCI) Chaiman Emeritus, Chamber of Commerce & Industry,; ASEAN Freight Forwarders Association l5 Past Chairman/President, Federation of Freight Forwarders Association; Air Cargo Forwarders & Phil. Intemational Sea Freight Forwarders Associations. Program Director, Ateneo-CCE-FEDFAP Institutes ofLogistics & Transportation Mgt.

Afliliations: l98l-present, Charter Member/Director, Rotary Club of Muntinlupa 1989-present, Charter Member, Rotary Club of Makati Legazpi: District Govemor, RY 2014- 2015, D-3830; DRFC, Rotary Years 2018- 2021, D-3830 1995-1996, President, Rotary Club of Makati Legazpi

Jaime S. Dela Rosa 75 Filipino Past Work xDerrence: Director, Alcom Gold Resources Corp. 2011-2013 OIC/Director, PNCC Skyway, 2008-2009 Director, PNCC Skyway, 2002-2009 Director, El Dore Mining Corp. 2001-2005 Director & Chairman of Audit Committee, Devt. Bank ofthe Phils., 2001-2004 Asst. Executive Trustee, Asset Privatization Trust, 1996-2000 President, Portman Mining Phils., Inc. 1993-1995 President, Cabaluan Chromite Corp., 1993-1995 President & GM, Food Terminal, Inc. 1990-1992 Gen. Mgr., Food Terminal, Inc. 1989-1990 Asst. Vice President, Citibank, 1985-1988 Regional Mgr., Ayala Invst. & De!r. Corp., 1983- 1985 Regional Mgr., Philsec Invst. Corp., 1968-1983

Ma. Josefira Tabuena-Gorres 56 Filipino Currenti Chief Operating Officer & Managing Partner, Third Pillar Business Applications & Consulting, An IT Consulting firm and local gold partner of Salesforce, Syniti and Consus for CRM solutions, data govemance and e-procurement applications, respectively. Telco Consultant, Business Devt. for SMS Global Technologies, Inc., handling mainly PLDT & Smart projects on wireless in-building solutions (CMTS & WIFI), command and control center implementation and system integration for LGUs for their disaster and risk readiness control.

Previous: Vice President & Head, Smart Wireless Business Operations Vice President & Head, PLDT & Smart Enterprise Customer Opemtions & Management (ECOM)

Activities & Affi tions: Member, ACCI Ladies Team that represents Alabang Country Club, Inc. in various golf t6 Toumaments such as the PAL Ladies Interclub and Ladies Federation Golf Toumamenl among others. Member, ACCI Golf Committee, 2019 Member, ACCI 34rh Mango Tee Committee, 2019 Member, ACCI Marketing Commiftee, 2018 Member, ACCI ICT Committee, 2018

Abelardo F. Villacorta 78 Filipino Current Wo Experience: Director/CFo/Treasurer, Sydenham Laboratories, Inc., 1999-present Director/Treasurer, Sydenham Phfimaceuticals, Inc.,20lo-presenl Director/Treasurer, ISOPHARMA, Inc., 201 l-present Director/Fincom Chairman, Scheeling Pharmacare, lnc., 2012-present Director/Finance Consullant, Bellevue Hotels & Resort Group, 2002-present

Previous: Director/President & CEO, Boulevard Holdings, Inc., 1996-1998 Director/EVP Operations, Anglo Asian Strategic Mgt./Hotels & Resorts Group, l99l-1996 VP Affi liates,^r'P Procurements/VP Logistics, Republic Glass Group, 1984-1991 VP Finance/VP Operations, Johnson & Johnson Phils., Inc., 1975-1983 Office & Finance Mgr., Upjohn Pharma, Inc. 1969-197s Dept. Mgr/Asst. Mgr./Asst. Auditor, Philam lnsurance croup/Alc, 1965-1969 First Asst. Auditor/Jr. Auditor, Joaquin Cunanan & Co./Price Waterhouse, 1962- 1965 Professor, DLSU Graduate School ofBusiness, t97t-1976 Previous Directorships: Johnson & Johnson Phils., Inc. Upjohn Pharma, Inc. Puerto Azul Land, Inc. Puerto Azul Beach & Country Club

Profess ionaUCivic vities: President: Rotary Club ofAlabang, 2000-2001 Pharmaceutical Executives ofthe phils., 1975 Las Piflas Jaycees, 1975 Junior Achievement ofthe Phils., 1986 EVP/Treasurer, Phil. Institute of CpAs, 197 8-l9:. g VP/Life Member, Financial Executives ofthe Phils., 1985 Alumni Life Member, De La Salle Graduate School ofBusiness, 1976 Bids & Awards Chairman, Alabang Country CIub, Inc. 201s-present Fincom Member, Alabang Country Club, Inc.. 2010-7012

t't The three (3'l candidates ho ga rnered the hishest number of votes will be th€ newly elected directors of ACCI. Thev will also be the nominees for ACCI'S two (2) i endent dir€ctors.

Person/s who nominated the candidates for board ofdirectors:

Name ofcandidates Nominated by: Edwin R. Arceo Michael C. Wassmer -Angelito E. Colona Paulino A. Cortez Jaime S. Dela Rosa Ricardo S. Canlas Ma. Josefi na Tabuena-Gorres Valeriano L. Floro II & Amel S. Paras Abelardo F. Villacorta George S. Chua, Nestor B. David, Henry T. Lao & Rudy P. Trillanes

All ofthe above candidates for board ofdirectors are not related with the persons who nominated them.

The Corporation has been in compliance with SEC lVlemorandum Circular No. 6 Series of 2009 and in accordance with SRC Rule Sec. 38. Its board is composed of two (2) existing directors serving as ind€pendent directors \vho possess all th€ qualifications, and none of the disqualifications of an independent director, namely; Mario A. Aguinaldo and Cesar l. Diomampo.

Amended Articles of Inc. and New By-Laws, Sec. 2 (d) - Election of Directors

"Nomination and Procedure for Election of Directors - Not more than ninety (90) days prior to the date of the annual meeting of the stockholders, the President, with the approval of the Board of Directors shall appoint a Nomination and Election Committee composed of five (5) Regular Members in good standing. The Committee shall call for and accept nominations in writing from the stockholders in good standing provided that only regular members in good standing may be nominated and that the members of said Committee may not themselves be nominated. The ofhcial list ofcandidates shall be finalized by the Committee and posted at the Clubhouse Bulletin Board at least thfty (30) days prior to the date of the annual meeting. Such list shall likewise be attached to the notice ofthe annual meeting to be mailed to all stockholders,,.

It is submitted that the By-Law provision oll the term of the directors does nol violate Sectiotr 23 of the Corporation Code. For one' the Corporation elects dir€ctors at its annual stockholders' meeting, and for another' the By-Law provision has been approved by the SEC lvay back in 1978 and has been in effect until the present. Obviously, this is to €nsure continuity in the yision, policies and programs of the Corporation.

The Nomination & Election Committee for 2020 Annual Stockholders Meeting and Election of the Board of Directors are as follows:

Randolph L. Ang Chairman Raymund Jude C. Aguilar Member Mario A. Aguinaldo Member/Independent Director Joel L. Bodegon Member Christopher S. Garcia Member

Item 5. lnterest ofCertain Persons in Matters to be Acted Upon

The present directors, officers, each nominee for election of the directors has no substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon other than election to oflice.

l8 THE REGISTRANT SIIALL FURNISH UPON WRITTEN REQUEST OF ANY SHAREHOLDER OF RECORD WITH A COPY OF TTIE REGISTRANT'S ANNUAL REPORT ON SEC FORM I7-A WITHOUT CHARGE. ANY SUCH WRITTEN REQUEST SHALL BE ADDRESSED TO:

THE CORPORATE SECRETARY ALABANG COUNTRY CLUB, INC. AYALA ALABANC VILLAGE MUNTINLUPA CITY

AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, CERTIFY I THAT THE INFORMATION SET FORTH IN THIS REPORT IS TRUE, COMPLETE AND CORRECT. THIS REPORT IS SIGNED IN THE CITY OF ML]NTINLUPA ON FEBRUARY OI, 2020.

By HAYUDINI Secretary

rav

l9 TOP TWENTY (20) SHAREOWNERS ALABANG COUNTRY CLUB, INC. AS OF JANUARY 31.2020

NAME NO. OF PERCENTAGE TIN SHARES OF OWNERSHIP I AYALA CORPORATION l0 0.043% 000-153-610 2 AYALA LAND, INC. 9 0.038% 320-ts3-790 3 AMKOR/ANAM PILIPINAS. INC. 7 0.030% 540-416-024 4 AC CORPORATION 5 0.021v. 000-35 5-284 5 BANK OF THE PHIL. ISLANDS 5 0.02tvo 047-438-666 6 DIVERSIFIED HOLDINGS, INC 5 0.021% 409-7ss-000 7 PROCTER & GAMBLE PHILS. ,INC. 5 0.021% 047-168-439 8 METROPOLITAN BANK & TRUST CO, 4 0.0t7% 417 -863-000 9 SAN MIGUEL CORPORATION 4 0.011% 310-060-742 l0 UNILEVER PHILS., INC. 4 0.017% 342-744-000 ll AGCHEM CONSTN. & DEVT. CORP 4 0.013% 000-735-898 12 CITIMOTORS. INC 3 0.013% 113-791-000 l3 COCA-COLA BOTTLERS PHILS.. INC. , 0.013v. 112-104-000 14 DYNAVISION DEVT. & INVST. CORP. 3 0.013% 030-450-945 l5 ELIZABETH T. DAVID 3 0.013% 232-627-380 t6 FAR EAST BANK & TRUST CO. J 0.013% Merged with BPI 17 VINCENTO, REALICA 3 0.0l3Yo 202-237 -342 18 GRAND FLORIDIAN HOLDINGS, INC 3 0.013o/o 004-672-957 l9 GREEN CROSS, INC 3 0.013% 000-416-871 20 MILAGROS C. PARLINGAO 3 0.013Y. 242-s37-595 2t JONAR PROPERTIES INC. 3 0.013% 213-192-061 22 NESTLE PHILS., INC. 3 0.013yo 421-766-000 23 PARK'N FLY. INC. 3 0.0t3Yo 00s-0s8-690 24 PCI BANK 3 0.0t3% Merged with BDO z5 PNOC-ENERGY DEVT. CORP 3 0.013% r 69- 125-000 l6 SOLID STATE MULTI.PRODUCTS CORP. 3 0.013% 000-500-216 27 TOTAL INFORMATION MGT. CORP 3 0.013% 149-566-000 28 TRANS.PHIL LANDCORP. 3 0.013% 148-084-000 29 UNIMEGA PROPERTIES HOLDINGS CORP 3 0.013% 005-694-732

MARIGT INFORMATION:

The market value ofone (l) Alabang Country Club, Inc. share ofstock for the year 2019 are as follows:

Low High Class "A" 7.0M 7.5M Class "B" 7.5M 8.0M ALABANG COUNTRY CLUB, INC. Minutes of the Annual Stockholders'Meeting Held on Friday, 12 April 2019 at Ball Room B Alabang Country Club, AyalaAlabang Village Muntinlupa City

PRESENT: Chairman TOLENTINO C. ARGUELLES President EXEQUIEL T. LAMPA Vice-President VINCENT O. REALICA Treasurer EDUARDO G. SUMULONG Director DOMINADOR F. TIONGCO Director VIRGILIO P. BALAGUER Director ARNOLD M. CORPORAL Director NILO S. CRUZ Director HOMER B. PEREZ

ALSO PRESENT: Corporate Secretary EMILY SIBULO-HAYI-IDINI GMCARLAG. MARAMARA

STOCKHOLDERS PRESENT:

In person: 94

By proxy: 1,266

TOTAL: 1,360

Total Number of Outstanding Shares: 2,337 Required Number for Quorum : 1,169 Percentage ofshares present in person and by proxy: 587o

I. CALLTO ORDER.

Chairman TOLENTINO C. ARGUELLES presided over the meeting and called it to order at 6:00 p.m. Corporate Secretary EMILY SIBULO-HAYUDINI took down the minutes of the meeting.

General Manager CARLA G. MARAMARA delivered a brief prayer, followed with the singing of the Philippine National Anthem by the body.

I The Chairman then introduced to the Stockholders the eight (8) other directors and the respective Committees they headed, the Corporate Secretary/Compliance Officer and the GM.

He also acknowledged the presence of the representatives from the Club's legal counsel (Medialdea, Ata, Bello, Guevarra and Suarez Law Oflice) and the extemal auditor (SGV Auditors), namely Atty. CHRISTINE JOY ABU and Mr. PETER JOHN O. VENTURA, respectively.

II. CERTIFTCATTONOFNOTTCEANDQUORUM.

Corporate Secretary EMILY SIBULO-HAYUDINI confirmed that all the stockholders of record were duly notified of the 2019 Annual Stockholders Meeting, the Notice and Agenda together with the Information Statement having been sent out last March 13,2019. The notices and pertinent documents were also sent via e-mail blasts and posting in the bulletin boards.

She proceeded to certifu that stockholders owning 1,360 shares representing 587o of the total issued and outstanding shares of the corporation were present in person and by proxy and thus declared that quorum was present for the meeting.

Atty. Hayudini stated that all votes received for the matters in the Agenda and Election of the directors were tabulated by the 2019 Nomination and Elections Committee (NOMELEC) with the assistance of the Club's Intemal Auditors (Machica, Tan, Cruz and Co.) represented in this meeting by Mr. JOHN ANTHONYPASCUA.

She further stated that she will give the final results of the voting as the items in the Agenda are taken up.

For the smooth and orderly conduct of the meeting, the Corporate Secretary likewise read the guidelines goveming questions propounded during the meeting.

III. APPROVAL OF'THE MINUTES OF THE ANNUAL STOCKHOLDERS' MEETING HELD ON APRIL 13,2018.

Chairman Arguelles stated that the Minutes of the 2018 Annual Stockholders Meeting was distributed to all the members via the 20lg Information Statement.

The Corporate Secretary announced that as per NOMELEC tabulation, the Minutes of the previous meeting was approved as follows:

Approval - 1278 Disapproved - 2 Abstain - 14

2 Upon motion of Mr. Luis Morales and duly seconded by Atty. Ruben del Rosario the Stockholders unanimously passed and approved the following resolution:

RESOLUTION S-01: 04-12-2019

RESOLVED to unanimously approve the Minutes of the Annual Stockholders' Meeting of l3 April 2018.

IV. APPROVAL oF THE 2018 AUDITED FINANCIAL STATEMENTS .

Treasurer EDUARDO G. SUMULONG presented the Club's 201 8 Audited Financial Statement.

The Treasurer stated that the year 2018 was a year of challenges as the Club was in the midst ofa huge repair ofthe golfcourse. Revenues dipped for 2018 to Pl74 M from last year's P193M mainly because of the closure of the nine holes and diminished Club share from concessionaires. Hence, the Club suffered a net loss of P9.8M.

Insofar as our financial condition is concemed, our current assets is suflicient to cover all our obligations moving forward. The golf course is due to open next month and the Treasurer envisions less stress in our cash flows.

Treasurer Sumulong was also pleased to announce that the Club's share value continued to improve. He estimates that from the year 2010 to 2019, the share value has appreciated by 400%.

In reply to the query of Mr. Bemardino Ramos on how much would be the possible value per share if we take into consideration the current market value of the lots in the Village, Chairman Arguelles replied that the net asset value made two years ago after considering the 74 hectares covered by the golf course came up to around P12 M per share. Considering that this computation was made two years ago, there is a high possibility that it could be higher at this time.

The Corporate Secretary announced that the Audited Financial Statement for the period ending 31 December 2018 was approved as follows:

Approved - 1277 Disapproved - 2 Abstain - l5

Upon motion of Mr. Randy Ang and duly seconded by Atty. Federico C. pascual, the Stockholders passed and approved the following resolution:

RE LUTI ON S-02: 04-12-2019

3 RESOLVED to approve as presented by the Treasurer the Audited Financial Statements ofthe Club for the fiscal year ending 3 1 December 2018.

V. APPOINTMENT OF THE EXTERNALAUDITOR.

The Chairman informed the stockholders that the Committee on Audit and the Board have endorsed the re-appointment of Sycip, Gorres, Velayo & Co. (SGV) as the Club's extemal auditor for 2019.

The Committee on Audit has given SGV an approval rating of 86% in terms of performance for the immediately preceding year. There will be no increase from its 2018 annual audit fee ofP400K.

The Corporate Secretary announced the voting for the re-appointment of SGV as Auditor for fiscalyear 2019 as follows:

Approved - 1284 Disapproved - I Abstain - 9

Upon motion of Mr. Gullier Tumangan and duly seconded by Atty. Federico C Pascual, the Stockholders passed and approved the following resolution:

RESOLUTION S-03: 04-12-2019

RESOLVED to approve, confirm and ratiry the appointment of Sycip, Gorres, Velayo & Co. (SGV) as extemal auditor of the Club for the fiscal year 2019.

VI. APPROVAL AND RATIFICATION OF ALL ACTS OF THE BOARD OF DIRECTORS AND MANAGEMENT.

The Chairman announced that the next item on the agenda is the ratification ofall acts ofthe Board and Management for the preceding year. He stated that copies of all the board resolutions taken up for the past year have been circulated to all the stockholders.

The Corporate Secretary read the result for ratification of the acts of the Board and Management as follows:

Approved - 701 Disapproved - 2 Abstain - 590

Upon motion of Atty. Mario Aguinaldo and seconded by Mr. Arturo Manalang,

4 the Stockholders passed and approved the following resolution:

RESOLUTION S-04: 04-12- 2019

RESOLVED to approve and confirm all acts and resolutions ofthe Board of Directors and Management for the preceding year.

VII. THE PRESIDENT'S REP ORT/N,IESSAGE.

President EXEQUIEL T. LAMPA reported that the Board and Management in 2018 continued to pursue the goal of keeping ACCI a premier Club.

Focus was made on the following key initiatives:

o Repair of Golf Course o Repair and Upgrade of Other Key Facilities . Engagement of Members o Periodic Assessment of Quality of Service r Review of Organizational Capability

The repair of the golf course started in April 2017 and, despite some challenges along the way, the total 18-hole golfcourse would be playable by May 16, 201g.

Since the Club is almost 40 years old, many of its key facilities now require repairs and upgrades. Thus, repairs continue for our tennis courts, bowling, gym, kitchen and other facilities.

To tap the collective wisdom ofthe members, a systematic process ofcollecting members' feedbacks, comments and suggestions was initiated. Since this was started in July 2018 up to to date, we received a total of 424 feedbacks out of which 410 have been fully resolved.

Corollary to the feedback system, periodic surveys were also made on the state of various key areas of the Club such as the golfcourse and restaurants for the purpose of ensuring the continuous improvement of facilities and service to the members.

Under President Lampa's term a continuing review ofthe capability of management and staffwas also launched.

Our AFS 2018 show that we enjoy the healthiest financial condition in the past year as well as the lowest monthly dues among comparative Clubs. All capital expenditures including the repair of the golfcourse was accomplished with neither a special assessment imposed on the members nor any bonowings from banks.

5 President Lampa emphasized that ACCI is the most complete country club in the Philippines as no other Club can boast ofhaving different sports facilities/areas in one place.

The President concluded his report by expressing his sincere thanks to the Board (both past and present), the Chairpersons ofvarious Committees and the Management team and staff for all the blessings bestowed on the Club in 2018.

VIII. ANNOUNCEMENT OF'THE RESULTS OFTHE ELECTION OF DIRECTORS.

Chairman Arguelles then called on the Acting Chairman of the 2019 Nomination and Elections Committee (NOMELEC), Mr. RANDOLPH L. ANG to read the result of the election for directors.

Mr. Ang first introduced the members of his Committee and thanked them and the staff for their help, support and cooperation.

He also explained that the Chairman of the 2019 NOMELEC, Atry. JOEL L. BODEGON, had to leave for ar unscheduled trip abroad so he stepped in as Acting Chair for the NOMELEC. Furthermore, the President with the approval of the Board also appointed Atty. FELISBERTO L. VERANO to complete the five- memberNOMELEC.

On behalf of the NOMELEC, Mr. Randolph L. Ang announced the result of the election, as follows:

MARIO A. AGUINALDO _ 1,007 ANGELITO E. COLONA_ 983 NESTOR B. DAVID - 957 CESAR I. DIOMAMPO - 933

However, right after the counting of the votes at 5:00 p.m., Mr. Angelito Colona who received the second highest number ofvotes submitted a formal letter to the NOMELEC expressing his immediate withdrawal as candidate for the Board.

Mr. Ang stated that there is no formal rule or procedure for the withdrawal of candidates asjust happened now but after seeking advice from our legal counsel Atty. Christine Abu, it was decided that the votes of Lito Colona be considered stray votes.

After the suggestion ofAtty. Federico Pascual that the legal counsel would be the best arbiter for this election, Atty. Abu also stood up to affrrm her position, citing the applicability of parallel rules with the COMELEC on withdrawal of candidates.

6 Mr. Ang said that since the withdrawal came before Mr. Colona,s proclamation, the third candidate Cesar L Diomampo should be declared as one of the new members of the Board. He further opined that since this is something totally new, this may be subject to challenges later on.

On behalf of the NOMELEC, Mr. Randy Ang then proclaimed the following as the NEW DIRECTORS ofACCI:

MARIO A. AGUINALDO -I,OO7 NESTORB. DAVID -957 CESAR I. DIOMAMPO - 933

Lawyers in the body gave their opinions, both pro and con, on the proclamation of Mr. Diomampo as a new director. Atty. Ruben Del Rosario opined that the withdrawal may be considered as a vacancy in the Board to which Mr. Guiller Tumangan disagreed as the withdrawal came before the proclamation.

Atty. Mario Aguinaldo believes that Mr. Diomampo cannot take the place of Mr. Colona as he is not a winning candidate. He opines that the action ofthe NOMELEC in accepting the withdrawal of Mr. Colona made a mockery of the election as withdrawal should have been done before the elections. Atty. Aguinaldo submits that this is a complex issue which can reach the SEC and the courts.

Atty. Felisberto verano also agrees with the general sentiment that this is a unique case not govemed by aay clear rules. He believes that the withdrawal of Mr. Colona, for reasons best known only to him, did not violate any rules since he withdrew just before being proclaimed and elected. He supports the opinion of counsel that Mr. Colona's votes may be considered as stray votes. Atty. Verano added that whether Mr. Colona's withdrawal is morally acceptable or not would be a separate issue.

In view ofthese vigorous exchanges, Atty. Federico pascual and Director Jake corporal emphasized the need for the club to formulate new NOMELEC election rules so that this type of situation can be covered moving forward.

On the basis of the recommendation of the NOMELEC, the Chairman congratulated the three (3) new directors and presented them to the body.

A photo session followed.

IX. OTHER MATTERS.

1' Po.licv on Golf carts - Dr. Richard riongco vehemently objected to the recent policy on golfcarts issued by the Board whereby gas golfcarts will be slowly

7 phased out to be replaced by electric golf carts.

This is the same concem expressed by Mr. Guiller Tumangan in the earlier part of this meeting.

The Chairman assured Dr. Tiongco and the other members present that this policy is currently suspended and will be subject to further review by the next Board.

2. Sexual arassment Case.

Mr. Jimbo Inigo expressed his thanks to the Board for the continuous improvement of the facilities of the Club.

However, since he considers ACCI his second home, he was extremely bothered by the recent case ofsexual harassment filed by a lady member against a male co- member. He believes that the sanction of reprimand was too light a penalty and questions whether the case was properly handled since the rights ofour female members seem to have been disregarded.

Additionally, Mr. Inigo also asked for the reason why several members of the Rules and Ethics Commi$ee resigned after this case was heard and decided on by the Board.

Mr. Randy Ang first stated that over a period of35 years he has served the Club in various capacities including as President. He declared that he resigned as a member of the Ruies and Ethics Committee since his integrity and character was apparently questioned by a board member in connection with the subject case.

Mr. Ang also affrrmed that the Rules and Ethics Committee is an independent body but it only has the limited authority to recommend to the Board.

3. Provisions on Sexual Harassment in ACCI Members'Handbook.

Like Mr. Inigo, Mr. Dave Floro also expressed his deep concem on the recent sexual harassment case involving a lady member. Mr. Floro took issue with the statement ofthe Chairman that this case is considered closed after the Board handed down its decision.

The Corporate Secretary then assured Mr. Floro and the members present that in the newly released 2018 ACCI Members' Handbook, the Club haJincluded two very clear and strong provisions on sexual harassment.

One has the Club declaring its adherence to the policy laid down in the Anti- Sexual Harassment Act of 1995 which generally covers sexual harassment committed by a member against a club persorurel or staff A separate provision in the Handbook covers any form ofsexual harassment or advancis committed by

8 one member against another.

She emphasized that the key words in our relationship as members ofthe club are "respect and courtesy" as we are a family Club where all should feel relaxed and comfonable within the Club premises.

X.ADJOURNMENT.

There being no other matters to discuss, upon motion duly made and seconded, the meeting was adjoumed at 7:20 p.m.

EMILY SIBULO-HAYUDINI Corporate Secretary

Attested by:

TOLENTINO C.ARGUELLES Chairman

9 2019 BOARD RESOLUTIONS FROM JANUARY TO DECEMBER

Resolution No. 001; 0l-30-2019 RESOLVED to unanimously approve the imposition ofa thee (3) Rules and Ethics Committee: Layno vs. months suspension on Member Elsie E. Semilla (starting February Semilla 15,2019) in connection with the complaint filed by Salon de Ayala staffBemadette Layno regarding an incident that occurred last December 15.2018.

Resolution No. 002; 0l -30-2019 RESOLVED to approve the request of Fernando C. Castro to Request ofFernando C. Castro re: Lost submit in lieu ofthe usual Surety Bond, his undated personal check Stock Certificate in the amount of P7M to secure any possible loss that the Club may incur as a result ofissuing a replacement certificate.

RESOLVED FURTHER that Mr. Castro shall submil a written authorizalion to the Club to date his check as the need arises.

RESOLVED FINALLY that the new replacement Stock Certificate shall remain under the custody ofthe Club until after the lapse of one year from the date oflast publication as required under RA No. 201.

Resolution No. 003; 0l-30-2019 RESOLVED to approve the recommendation ofthe Bids and Ceiling Repair at Sports Pavilion-Squash Awards Committee to award to Miescor Logistics, Inc. as lowest Area bidder in the amount ofPt M for the repair ofthe ceiling at the Sports Pavilion-Squash Area.

Resolution No. 004; 0l -30-2019 RESOLVED to approye the recommendation ofManagement to Replacement of Busted Lights at Tennis award the replacement ofbusted Iights at Tennis Courts I to 6 to Courts I to 6 Miescor Logistics, Inc. in the amount of P824 K. Resolution No. 005; 0l-30-2019 RESOLVED to approve the request ofthe Caddies Association for Donation to Caddies Associalion for a donation in fte amount ofPl44K for the 2019 training of Caddies Training approximately thirty (30) caddies, such donation to be taken from the 20120 program ofthe Club.

Resolution No. 006; 0l -30-2019 RESOLVED that to celebrate the opening ofthe newly repaired lnaugural Golf Toumament GolfCourse, the Board has approved the recommendation ofthe Golf Committee and Management to have an Inaugural Golf Tournament tentatively scheduled for May 24,25 and26,2019,

Resolution No. 007; 0l-30-2019 RESOLVED to approve the request of Member Hermogenes Dr. Hermogenes Villareal Golf Toumaments Villareal to hold two (2) toumaments tentatively set for June and July 2019.

RESOLVED FINALLY that the final dates and other details ofthe toumament shall be left to discretion of the Golf Committee and Management.

1, Resolution No. 008; 0l-30-2019 RESOLVED to approye the the shotgun start for a total ofeight (8) ASGA Shot Gun Request for Eight (8) ASGA toumaments per year, inclusive ofthe Tony Yupangco Toumaments including Tony Yupangco Memorial Tournament to be held on February 21, 2019. Memorial Golf Tournament.

Resolution No. 009; 0l -30-2019 RESOLVED to approve the following requests of Managemenl: a Women's Golf Association of the Phiippines 50% field discount to the Alabang BasebalVSoftball Club for its use (WGAP) 2019 Circuit of two quadrants for six (6) days in February 2019, a shotgun start for the Tony Yupangco Memorial golf toumament on February 21, 2019 and the holding of the WCAP Circuit leg in ACCI on September 9, 2019.

RESOLVED FURTHER that in future, repetitive requests for discounts/fee waivers previously approved by the Board as well as operational matters such as shotgun starts/scheduling of tournaments shall be left to the discretion and approval ofthe President and the Ceneral Manager.

Resolution No. 010; 0l -30-2019 RESOLVED to approve and confirm the waiver by the Club of its Club Waiver on Sale of Shares right of first refusal on the intended sale of the following shares namely:

Name of Member Class of Share Amount Offered

Jang, Eun Sil B- 1325 7.3M Miloda, Nenita A-3923 7.5M Castrillo, Jose Paolo A-384 7.0M Sawit, Simon B-1464 7.5M Zobel De Ayala, Jaime B-376 7.5M

Resolution No. 0l l;01-30-2019 Transfer of Shares Membership Applicants Villaflor, Vivencio Jose P. III Ang, Josemaria L. Chong, Barnaby L Lyu, Changsuk Oh, Young Jun Baumann, Marc Johannes P. Singson, Eduardo A. Jr.

NelY Share J & E Prime Overseas Property Holdings Corp.

Golden Member Transferee Oliveros, Philip Gerardo N. Laurel-Lacdao, Maria Veronica

Assisnment of Playins Rishts Conzales, John John R. Powers, Thomas Fitzgerald

2 Jalgalado, Chester De Vela

Chanse ofComoa nv ReDresentativ€ Rhew, ln Ha Seo, Jong won

Resolution No. 012; 0l -30-2019 RESOLVED to approve the recommendation of the Golf Committee Monthly Toumament Registration and Flight that for all monthly toumaments, players should register individually Procedures while flight assignments shall be made randomly based on established handicaps.

Resolution No. 013; 0l -30-2019 RESOLVED to approve the recommendation ofthe Labor and Audit Adoption ofa new Intemal Audit Charter in Committee to revise the Club's Intemal Audit Charter to show the compliance with IIA Standard Club's full adoption and compliance with the intemational standards set by the Institute of Intemal Auditor (llA) based on the IAA Standard 1000-Purpose, Authority and Responsibility goveming the internal audit's activity and position within the organization.

Resolution No. 014; 0l -30-2019 The Board has approved the recommendation ofthe Labor and Audit lncrease of Nurses' Professional Fees Committee to increase by P200/day effective February l, 2019 the professional fee of the nurses who are independent contractors serving in ACCI.

Resolulion No. 001I 02-20-2019 RESOLVED to unanimously approve the Club's Financial Approval ofthe Audited FS for 2018 Statements for the fiscal year ending 3 I December 20 l8 as prepared by Management and audited by SCV Auditors, likewise authorizing the submission ofthe same to the stockholders for its approval and its release to the proper govemment agencies.

Resolution No. 002:' 02-20-2019 RESOLVED to approve the recommendation of the Audit Appointrnent ofExternal Auditor for 2019 Committee for the re-appointment of SGV & Company as the Club's external auditor for the year 2019 al an audit engagement fee of P400 K.

RESOLVED FURTHER that the Board endorses for final approval the re-appointment ofSGV as the Club's external auditor for the year 2019 to the stockholders at the 2019 Annual Stockholders Meetins.

Resolution No. 003 ; 02-20-2019 RESOLVED to approve the authority of the Corporate Secretary to Authority for filing new GIS file the revised General lnformation Sheet (GIS) with the Securities and Exchange Commission (SEC) under SEC Memo Circulor # l7 with such report to contain some personal information of the directors, officers, stockholders and other stakeholders ofthe Club.

Resolution No. 004; 02-20-2019 RESOLVED to authorize the President or the General Manager to Autho ty to submit disclosures to SEC fill up the Mandatory Disclosure (Annex A) and Self-Assessment Queslionnaire and to submit the same to the SEC in compliance wilh SEC Memo Circular No. 15.

3 Resolution No. 005 ; 02-20-2019 RESOLVED to impose the penalty of Strong Reprimand on Member Rules and Ethics Committee: Henry Trillanes arising from the complaint filed by Member Marilen VILLANUEVA vs, TRILLANES Villanueva for inappropriate behavior resulting in the complainant's extreme discomfort while in the Club's premises.

RESOLVED FURTHER that a repetition of the same or similar behavior against the complainant or any other woman within the CIub premises shall warant the higher penalty of suspension or expulsion,

Resolution No. 006:, 02-20-2019 RESOLVED to approve the recommendation of the Golf Committee Binay Cup Golf Toumament to hold the Binay Cup golftournament tentatively set for November I l, 2019 with a shotgun start at 7:00 a.m.

RESOLVED FURTHER that the Golf Committee and Management have been given the authority to negotiate and set a new toumament date to allow maintenance work for the original date that falls on a Monday.

Resolution No. 007 ; 02-20-2019 RESOLVED to approve the request that golfers aged 80 and above GOLF CART USE FOR SUPER SENIORS be allowed to use golfcarts in the fairways subject to full compliance ofthe 90 degrees rule and the Club's golfcart policy.

RESOLVED FURTHER that Management set up the necessary signs and red flags for proper guidance ofthe Super Seniors.

Resolution No. 008; 02-20-2019 RESOLVED to approye and confirm tie waiver by the Club of its Club Waiver on Sale of Shares right of first refusal on the intended sale of the following shares namely:

Name of Mernber Class of Share Amount Offered

Rivsons Trading, lnc. A-3117 7.5M Sabrina Realty Dev'tCorp. A-2754 7.0M Ramos, Jose Vicente B-1597 7.5M Fraser, Eden Atencia P. A-3461 7.5M Romualdez, Victor B-1527 7.5M Centeno, lmelda B-1294 7.5M

Resolution No. 009; 02-20-2019 RESOLVED to approve the recommendation ofthe Labor and Audit Approval of lntemal Audit Operation and Committee endorsing the Intemal Audit Operation and Audit Strategy Strategy for 2019 submitted by the Club's lnternal Auditor that outlines its proposed inputs to the Club's 2019 intemal audit activities in compliance with internal audit Standards 2020- Communication and Approval and 2060-Reporting to Senior Management and the Board.

RESOLVED FURTHER that the Intemal Auditor shall urilize in all reviews, a risk based approach in line with the Code of Corporate

4 Govemance, International Standards for Professional Practice of tntemal Auditing (ISPPIS), Code ofEthics, lmplementalion Guides, Philippine Financial Reporting Standards and National Intemal Revenue Code as well as all relevant regulatory pronouncements.

Resolution No. 010; 02-20-2019 RESOLVED that in view ofthe uncertainty in determining the exact Missing Fairway Light Cables time ofthe loss ofthe fairway light cables and the lack ofthe proper security report for this incident, the Board has decided lo end any further investigation of this case.

RESOLVED FURTHER that there is no need to write off any estimated loss for the light cables since no value is separately maintained for it in the accounting books ofthe Club.

RESOLVED FURTHERMORE to approve the recommendation of Management for pertinent security measures to be included in the Club's existing policies.

RESOLVED FINALLY to approve the repair ofthe perimeter fences and to install additional CCTV cameras in strategic locations of the Club premises. Resolution No. 001; 03-2'l -2019 RESOLVED to approve the recommendation of the Marketing Renegotiation ofSalon De Ayala Contract Committee for the renewal ofthe Salon de Ayala contract for a term of three (3) years starting April l, 2019 up to March 31, 2022 at a monthly concession fee of 38% or P350K, whichever is higher.

Resolution No. 002', 03 -2'l -2019 RESOLVED to approye the recommendation of the Golf Committee Pacific Links Request for full Monthly to apply the full contract price ofP2.3 M for Pacific Links'monthly Maintenance Fee maintenance fee as provided under BR No. 006: 05-30-2018 effectiYe May 15, 2019.

Resolution No. 003 : 03 -27 -20 19 RESOLVED to approve the recommendation of the Colf Committee ASGA Request for increased food subsidy to apply the full contract price of P2.3 M for Pacific Links' monthly mainlenance fee as provided under BR No. 006: 05-30-2018 effective May 15,2019.

Resolution No. 004 : 03-27 -2019 RESOLVED to approve the request of Mr. Romeo de Guzman to 70u Birthday Gold Tournament hold his 70rh Birthday GolfTournament on Friday, September 27, 2019.

RESOLVED FURTHER that the course shall remain open to members.

Resolulion No. 005; 03-27-2019 RESOLVED to approve the sale to Mr. Roberto Casil for P60K of Disposal ofVehicle the Club's 2004 gray Toyota Versa Van with Plate No. XSV-264.

Resolution No. 006:, 03 -2'l -2019 RESOLVED to approve the recommendation ofthe Golf Fairway Topdressing Committee for fairway topdressing so as to improve soil porosity

5 using 1,500 cubic meters of sand at a total cost Pl.9 M (including hauling).

RESOLVED FURTHER that the above approval is subject to the Golf Committee's submission of a formal recommendation for the fairway topdressing as per the terms and conditions presented to the Board.

Resolution No. 007;03-27 -2019 RESOLVED to approve the recommendation ofthe Golf Carpath Widening of Back 9 Commitlee to improve the flow of paths in Holes l0-18 by widening the cart paths in the total approximate area of 1,342 sq.m. complele with the necessary curbs and stoppers at a maximum budget cost of P5M.

RESOLVED FURTHER that the approved budget of P5M should already include the herringbone drainage needed for the back 9.

Resolution No. 0A8: 03-27 -2019 RESOLVED to approve the recommendation ofthe Golf Repair of Rake O VAC Committee to rehabilitate the Rake O Vac, a golf maintenance equipment at a cost ofapproximately P235 K in lieu ofpurchasing a new one which sells for around P2.6 M.

Resolution No. 009:' 03-27 -2019 RESOLVED to approve the recommendation ofthe F & B Blue Smilh and Meat Depot Committee to subject the unsolicited offer ofthe Blue Smith and Meat Depot for the setting up ofa specialty coffee cum restaurant and meat slore in the Club to a Swiss Challenge.

RESOLVED FURTHER that all bids shall then be presented to the Board for its consideration and approval.

Resolution No. 0l l; 03-27-2019 RESOLVED to approve and confirm the waiver by the Club of its Club Waiver on Sale of Shares. right of first refusal on the intended sale of the following six (6) shares namely:

Name of Member Class of Share Amount Offered Elizalde, Francisco Jose A- 1342 7.lM Alfonso, Mary Anne A-4084 7.0M Piltel, tnc. ,{-3196 7.0M SB Cards Corp A-4261 7_0M Ramos, Mark Allan B- l6l8 7.5M Baumann, Marc Johannes A-4266 7.5M

Resolution No. 0 I 2; 03-27 -20 19 RESOLVED to approye and confirm the recommendation of the Membership Approval Membership Committee for acceptance of the following ten (10) applicants as new members/assignees/company representatives/Colden Member transferees of the Club, namely:

6 Transfer of Shares Tizon, Femando E. Sanz, Antonio Jose G. Lim, Erwin Spencer G. Villanueva, Miguel Angelo L Marquez, Bienvenido A. III Livorno Company Limited

Assiqnment of Playing Riqhts Bautista, Diosdado M. Castro, Rolando A. Daffon, J. Vincent R.

Chanpe of ComDanY ReDresentative Abesamis, Edgardo Q.

Resolution No. 0 l3;, 03-27 -2019 RESOLVED to approve and confirm the recommendation of the Confi rmation of Membership Approval. Membership Committee for acceptance of the following thfteen ( t 3) applicants as new members/assignees/company representatives/Golden Member traflsferees of the Club, namely:

Transfer of Shares Eduvane, Domie S. Foley, Therese Joan P Santos, Genevieve L. Consunji, Susan C. Ferysajain, Inc.

Colden Membe hip Transferee. Castillejo, Dianne Garcia-Mendoza, Clarisse Sarthou, Ramon Jose T. De Cuzman, Leo Alexander

Assisnment of Playins Rishts Gutienez, Mikkel Gabriel M. Tirol, Annette YYette W.

Chanse of Com Dany ReDresentative Biacora, Estelito C Garcia, Patrick S.

Resolution No. 0 1 4: 03 -27 -2019 RESOLVED That Whereas the Board acknowledges the Golf Golf Cart Use for Members with Medical Comminee's premise that there are certain medical conditions that Concems. make it necessary for a golfer to use a golfcart.

RESOLVED THEREFORE that it has authorized the Golf Committee and the Management to prepare and issue the necessary

7 Guidelines and Procedures for the grant of red flag privileges to members with physical and mobility impairment.

Resolution No. 0 I 5 ; 03-27 -20 19 RESOLVED to approve the increase in the Hole in One prize fiom Increase in Hole in One Prize. P20K to P40K consisting of 50% Cash and 50Vo F&B Gift Cenificates. effective May 15, 2019.

Resolution No. 0 16:, 03-27 -20 19 RESOLVED to approye the increase in the Hole in One prize from lncrease in Hole in One Prize. P20K to P40K consisting of 50% Cash and 50o/o F&B Gift Certificares. eflective May 15. 2019.

Resolution No. 001 : 04-24-2019 RESOLVED to approve lhe request of the Philippine Parts Maker PPMA Gold Tournament Association (PPMA) to hold its golf tournament on Wednesday, November 27, 2019.

Resolution No. 002 : 04-24-2019 RESOLVED to approve the request of the Philippine Construction PCA Colf Toumament Association (PCA) to hold their annual PCA Constructors Cup Colf Toumament on Monday, November 29,2019.

Resolution No. 003:. 04-24-2019 RESOLVED to approye the request ofthe South lnvitational South Invitational Tennis League Tennis League (SITL) to hold their Annual Ladies Class A and Class B tennis toumament for three weeks in August 20 t9 (M-W-F fiom 9 am to 4 pm at a total package fee of P25K.

RESOLVED FURTHER to disapprove the request to bring in potluck food for the tour participants.

Resolution No. 004 i 04-24-2019 RESOLVED to approve the purchase of two (2) brand new air con Aircons for Men;s Locker and Mulligan units for the Sports Men's Locker and the Mulligan Room at a Room budget cost ofapproximately P 790 K.

RESOLVED FURTHER that this budget of P790 K be sourced fiom a re-allocation ofthe savings of P490 K from the Bowling area air con budget plus an additional amount of P300K.

Resolution No. 005: 04-24-2019 RESOLVED to approve the creation ofan Ad-Hoc Committee for Creation of Adhoc Committee for Review of the Review ofElection Rules and Procedures to study the possible Election Rules and Procedures ways to improve ACCI's electoral process.

RESOLVED FURTHER that the Chair ofthe Labor/Audit Committee and the President shall be empowered to appoint the members of this Committee.

Resolution No. 006 :, 04-24-20 I 9 RESOLVED to approve the creation of an Ad-hoc Multi-Purpose Adhoc Multi-Purpose Facility Committee Facilitv Committee to oversee the proper implementation ofthe project (time, budget, design) as per the approval ofthe Board and Management.

8 RESOLVED FURTHER that the Chair ofthe Construction Committee and the President be empowered to select the members of th is Committee.

Resolution No. 007 : 04-24-20 19 RESOLvED to approve the recommendation ofthe Golf 2020 ManSo 2020 Mango Tee Committee Committee for the immediate creation of the Ad-hoc Tee m ittee which would have the over-all responsibility to manage the plans and ensure the success ofthe Club's major golling event.

RESOLVED FURTHER to authorize the President as head ofthe Golf Committee to appoint the members of the 2020 Mango Tee Committee.

Resolution No. 008:' 04-24-2019 RESOLVED to approve and confirm the waiver by the Club of its (5) Club Waiver on Sale of Shares right of first refusal on the intended sale of the following five shares namely:

Name of Member Class of Share Amount Offered Kim, Hee Sun B-1520 8.0M Flores, Victoria Regina B-1475 7.5M Carcia, Jazmin A-3942 7.5M Back, Munki B-t587 7.5M Ong, Eian Kheng B- 1380 7.5M

Resolution No. 001; 05-29-2019 RESOLVED to approve and confirm the apPointment by the Approval of Committee Members (2019- President of the Chairs and Members of the various Standing 2020) Committees and Sub-Committees as well as the Ad hoc Committee for the review of the election rules and procedures listed in the attached Annex A as presented by Managemenl to the Board.

Resolution No. 002', 0 5 -29 -20 19 RESOLVED to approve the recommendation ofthe Rules and Ethics Umatay and Diana vs. Morillo - Rules and Sub-Commitlee in the case of Dennis Umatay and Blessie Diana vs. Ethics Committee Bemard H. Morillo that Mr. Morillo be Strongly Reprimanded with the stem waming that a repetition of the same or similar offense will call for (he graver penalty ofsuspension.

Resolution No. 003; 05-29-2019 RESOLVED to approve the recommendation of the Golf Committee Sponsored Toumaments for the Cuidelines for Sponsored Toumaments as outlined in aftached Annex B, including therein the increase in the minimum guaranteed guest fee from Pl l0 K to Pl50K, VAT inclusive.

Resolution No. 004; 05-29-2019 RESOLVED to approve the recommendation of the Golf Committee Sequential Tee Off that unless otherwise approved by the Board, the sequential tee off cunently observed for ordinary days shall likewise be followed for weekends and holidays.

9 Resolution No. 005; 05-29-2019 RESOLVED to approve and confirm the waiver by the Club of its (2) Club Waiver on Sale ofShares. right of first refusal on the intended sale of the following two shares namely:

Name of Member Class ofShare AmouIlt Offered Phinma Energy Corp. B-163'.7 7.5M Marcoux, Jean B-1472 7.5M

Resolution No. 006:' 05-29-20 19 RESOLVED to approve and confirm the recommendation of the (10) Membership Approval Membership Committee for acceptance of the following ten applicants as new members/assignees/company representatives/Golden Member transferees of lhe Club, namely:

Transfer of Shares Suarez, Kimberly S. Alfonso, Juan Felipe A Lhuillier, Stephan Philippe L. Ball, Adrian Robert Esteban-Hemaez, Maria Concepcion State Properties Corporation (Roxas, Allen) Go, Jeffrey U Suarez, Roberto N, See, Johann G. Bernardo, Neilsen

Golden M€mbership Montinola. Manuel L. Romualdez, Ma. Cristina Natividad D Pacho, Angelo Y. Tumacder, Juan Paolo F.

Assisnment of PlaYins Rishts Kalinga, Rodolfo M. Alejandrino, Carlos Eduardo B. Castrillo. Jose Paulo B. Lorenzo, Martin Diego Jr.

Change of ComoanY ReDres€ntative Anastacio, Randy Luis Ocampo, Antonio V. Santiago, Noel A. Tugade-Hlatky, Pilar Lucifina M. Buencamino, Ma. Alicia Carla G.

Resolution No. 007 ; 05 -29 -2019 RESOLVED to amend BR No. 012: 11-28-2018 by providing for a Golf Cart Policy. ten-year phase out program for all gas fed carts or up to Jarl,r y 2026 computed llom 2016 when the original phase out program was started.

10 RESOLVED FURTHER that no new registration of gas powered golfcarts be allowed beyond May 26,2019.

RESOLVED FINALLY to withdraw the implementation of the P250 monthly environmental fee previously imposed on owners ofgas fed golfcarts.

Resolution No. 008; 05-29-2019 RESOLVED to approve the Medical Red Flag Cuidelines allowing Medical Red Flag Guidelines the use of golf carts entering the fairways for medically challenged golfers as provided in the attached Annex C per the recommendation of the Golf Committee.

RESOLVED FURTHER that all players availing of the privilege under the Medical Red Flag guidelines shall be required to sign a Waiver in favor of the Club.

Resolution No. 009 ; 05-29-20 19 RESOLVED to approve the recommendation of the Golf Committee Toumament Handicaps that to ensure fair play, all monthly toumaments will use a handicap system based on scores ofpreviously played tournaments.

Resof ution No. 010 05-29-2019 RESOLVED to approve the purchase of an upright bike and two (2) Purchase of Gym Equipment new indoor rowers for use in the gymnasium in the total amount of P369K.

Resolution No. 0l 1: 05-29-2019 RESOLVED to approve the recommendation of the Sports and Repair of Badminton Floor. Recreation Committee to grant to the lowest bidder Renerio Villamor Construction the contract for the repair of the damaged wooden flooring for Badminton couns 7 and 8 in the amount of P240K.

Resolution No. 012 : 05-29-2019 RESOLVED to approve the recommendation of the Sports and Repair of Badminton Floor. Recreation Committee to grant to the lowest bidder Renerio Villamor Construction the contract for the repair of the damaged wooden flooring for Badminton courts 7 and 8 in the amount of P240K.

Resolution No. 001 : 06-26-2019 RESOLVED to approve, after a lengthy review and updating by Approval of Matrix of Authority Management and the Board, ttre 2019 Approval Matrix ofACCI as per the attached Annex A.

Resolulion No. 002; 06 -26-20 19 RESOLVED to approve the recommendation of Management to Multi-Purpose Facility accept the Technical and Financial Proposal for Architectural and Engineering Design of the Multi-Purpose Facility (MPF) Phase 2 submitted by Arch. Vicenle R. Benito Jr. at a cost of P1.425 M, VAT inclusive.

RESOLVED FURTHER that the said proposal be further reviewed and amended so as to clearly include construction administration.

RESOLVED FINALLY that to ensure transparency and have the most qualified people join as members of the ad hoc MPF 7t Committee, Management was directed to place an announcement via different communication channels inviting interested members to come forward and serve in this Committee

Rules and Ethics Resolution No. 003 : 06 -26-2019 RESOLVED to approve the recommendation ofthe Villanueva vs. Trillanes - Rules and Ethics Sub-Committee in the case of Villanueva vs. Trillanes finding Mr. Committee Trillanes not guilty of any violation of the ACCI Members Handbook.

RESOLVED FURTHER that the Board approved the offer of the Rules and Ethics Sub-Committee to act as mediator between the parties for the purpose of exploring possible ways of restoring goodwill and mutual civility between them.

Resolution No. 004: 06-26-2019 RESOLVED to approve the recommendation ofthe Rules and Ethics Violation ofLiquor Ban- Rules and Ethics Sub-Committee to impose two (2) months suspension on Dependent Case Cristina A. Almeda and a light reprimand on her father, Member Anthony L. Almeda.

Resolution No. 005 i 06-26-2019 RESOLVED to note the Memo of the Ad Hoc Committee for Ad-hoc Committee for Review of Election Review of Election Rules and Procedure pertaining to the hocedure complaint of two members re: the 2019 Election proceedings.

RESOLVED FURTHER to refer to the Sub-Committee on Rules and Ethics for proper investigation and appropriate action lhe election controversy during the 2019 Annual Stockholders' Meeting, attaching therein the letter complaints and other pertinent documents.

RESOLVED FINALLY that the President is granted the authority to send a formal reply to Members Emmanuel G. Herbosa and Luis M. Sumabat.

Resolution No. 006 06-26-2019 RESOLVED to approve the renewal ofthe appointment of Ranel Re-Appointment of Data Protection Officer A. Villar as the Club's Data Protection Officer (DPO) in compliance with RA 10173 or the Data Privacy Act of 2012.

RESOLVED FURTHER that his appointment shall be submitted to the National Privacy Commission (NPC) for registration and approval.

Resolution No. 007 : 06-26-2019 RESQLVED to approve the recommendation ofthe Finance Approval to increase Monthly Dues and Committee and the Treasurer to increase the monlhly dues by other Fees P1,080.00, VAT inclusive effective September t,2019.

RESOLVED FURTHER to increase the transfer fees to P500K for regular transfers, P388,080.00 for corporate representatives and playing rights assignees, all VAT inclusive and effective January l, 2020.

L2 RESOLVED FURTHERMORE to impose an application fee of P50K for regular, corporate representative and playing rights assignee and P20K for heirs and golden member transfers effective January l, 2020.

RESOLVED FINALLY that further details and guidelines for members are fully reflected in the attached Annex B to be promptly disseminated to all members in various communication channels of the Club.

and confirm the waiver by the Club of its Resolution No. 008 : 06-26-2019 RESOLVED to approve the intended sale of the following five (5) Club Waiver on Sale of Shares right of first refusal on shares namely:

Name of Member Class Share Amount o Bayer Cropscience, lnc. B-1t92 7.5M Derek Barclay B-0128 7.8M Golfers Club Shares, Inc A-4131 7.5M Ramon Del Rosario A-2568 7.0M Roberto Kanapi A-4004 7.5M

and confirm the recommendation of the Resolution No. 009 ; 06-26-20 19 RESOLVED to approve of the following eight (8) Membership Approval Membership Committee for acceptance applicants as new members/assignees/company representatives/Golden Member transferees of the Club, namely:

Transfer of Shares Suarez, Gerald Patrick T.

New Share Lolotab (Holdings) Co., Inc. (Ponce Enrile, Danielle Anne T.)

Golden bership Espiritu, Victor Johann N. Narciso, Christopher G.

Assienment of Playi Rishts Papa, Jocelyn Nelly B. Khambatta, Mark Bosco Peter Reformado, Maria Lourdes P. Lim, Alfiedo C.

Resolution No. 010; 06-26-2019 RESOLVED to approve the recommendation ofthe Golf Committee Approval of Golf Tournaments for the holding ofthe following golftournaments:

l. Architect Golf CIub Toumament on July 22,2019 sponsored by Arch. Marvin Caparos. 2. Integrated Bar of the Philippines (lBP) Colf Tournament on

13 September I l, 20l9 sponsored by Dir. Jake Corporal 3. Paikaging tnstitute of the Philippines Golf Toumament on November 15, 20 t9 sponsored by Mr. Alex Tan'

RESOLVED FURTHER to approve the holding of the Muntinlupa Mayors Cup Golf Tournament on either of two dates October [4 or 28, 2019, both Mondays.

RESOLVED FINALLY to approve the rescheduling of the ICD Centennial Golf Tournament (Sponsored by Dr. H. Villareal) ftom July 10,2019 to October 2,20l9.

the recommendation ofthe Resolution No. 0l 1; 06-26-2019 RESOLVED to approve and confirm the repair and refurbishment Refurbishment of Polo Grandstand Sports and Recreation Committee for ofthe Polo Gmndstand at a project cost ofP500 K.

RESOLVED FURTHER to install new bleacher seats at a project cost of P225K.

to Resolution No. 012; 06-26-2019 RESOLVED to authorize the Labor and Audit committee al Claim ofCeostar Philippines, tnc negotiate with Geostar Philipines, lnc. for the purpose of arriving a reasonable settlement arnount.

RESOLVED FURTHER lhat the terms of any settlement shall be submitted to the Board for final approval.

Labor and Audit Resof ution No. 00 I ; 07 -24-2019 RESOLVED to approve the recommendation ofthe HMO Provider for Employees Committee to have PHILCARE Inc. as the Club's new Health Maintenance Organization (HMO) provider starting August l, 2019 to July 31, 2020 at a total annual premium of P2.215M. RESOLVED FURTHER to authorize the GM and the Chair of the Labor Committee to sign the HMO Contract with PHILCARE, Inc. Resolution No. 002l'07 -24-2019 RESOLVED to approve the recommendation of Management and Swimming Pool Edge Repairs and Cabanas the Construction Committee to award the Swimming Pool Edge Renovation. Repair and Cabanas Restoration Project to Luansing-Geronimo Construction in the amount of P4.008 M. RESOLVED FURTHER to authofize the President and the Chair of the Construction Committee to sign the necessary contracts with Luansing-Geronimo Construction on behalf of the Club. its Resolution No. 003 ; 07 -24-20 1 9 RESOLVED to approve and confirm the waiver by the Club of Swimming Pool Edge Repairs and Cabanas right of first refusal on the intended sale of the following six (6) Renovation. shares namely:

Name of Member Class Share Amount Offered Santos, Gerald J. A-4235 7.5M Tambuatco, Denise 8-1433 7.5M Hernaez, Ma. Concepcion E. A-4219 7.0M Asuncion Jalandont A-2416 7.0M Francisco Manosa A-317 5 7.0M

1,4 Rodolfo Del Rosario A-1558 7.0M

Resolution No. 00 I ; 08-1 5-2019 RESOLVED to approve the recommendation ofthe Food and Midori Option/s Beverage (F&B) Committee to terminate the contract with Midori Restaurant in view of its consistent failure to pass the SGS food and safety audit as well as for other operational concerns.

RESOLVED FURTHER to likewise approve the F&B's recommendation to immediately hire a temporary placeholder while the search for a more permanent replacement for Midori is being conducted.

RESOLVED FINALLY to authorize the President to hire such temporary placeholder under such terms and conditions he may find acceptable.

Resolution No. 001 ; 08-28-2019 RESOLVED to NOTE the proposed Revised Election Rules and Proposed Revised Election and Procedure Procedure (along with accompanying Annexes) prepared by the Ad Hoc Committee for Revision ofElection Rules and Procedure, endorsing the same to the 2020 NOMELEC for its appreciation and guidance, without stifling its independent assessment and right to prepare its own election rules as the circumstances may warrant. RESOLVED FURTHER to approve the letter ofthe Corporate Secretary addressed to the Securities and Exchange Commission (SEC) seeking to have a proxy for quorum purposes only to be effective for a period ofthree (3) years. RESOLVED FINALLY to direct Management to explore lhe option ofhaving automated elections moving forward.

Resolution No. 002; 08-28-2019 RESOLVED to approve the preparation ofa comprehensive ACCI Master Plan for Club Master Plan for a minimum period of five (5) years, louching on all aspects ofoperation with marketing, facilities, service, cuisine, landscaping and all other essential factors to give ACCI its own distinctive brand and attain its vision ofbeing one ofthe best country clubs in the country.

RESOLVED FUTHER that Management is directed to find qualified space /brand planners who will create the Master Plan and guide the Club in its successful implementation ofthe same.

RESOLVED FURTHERMORE that the terms and conditions for the hiring ofthe spacerbrand planner will be submitted to the Board for its final approval.

RESOLVED FINALLY that all approved but still unimplemented projects be suspended until the ACCI Master Plan is completed.

15 Resolution No. 003; 08-28-2019 RESOLVED to approve the amount of Pl.3 M to be taken from Water Proofing of Swimming Pool Deck the allocated CAPEX budget of P7.4 M for the waterproofing and change oftiles surrounding the main pool for a uniform look and better aesthetic

Resolution No. 004; 08-28-2019 RESOLVED to grant a 500/o discount on green fees for a maximum ASGA/Senior Care Colf Toumament of fifty (50) Senior Care participants at the first ASGA/Senior Care Golf Toumament to be held on October 24, 2019 with a shotgun tee-off.

Resolution No. 005; 08-28-2019 RESOLVED to grant the request ofthe Alabang Baseball Softball Annual Southem Classic Torunament Club for a 50% discount for the use ofthe main lteld for the 2019 Annual Southern Classic Tournament to be held on the last quarter of20l9.

Resolution No. 006; 08-28-2019 RESOLVED to approve and conftrm the waiver by the Club of its Club Waiver on Sale ofShares right of first refusal on the intended sale of lhe following eight (8) shares namely:

Name of Member Class of Shale Amount Offered Chui. Steven B-645 1.7M

Pepsico, Inc. B-95 t 7 .5M Rivson Trading, Inc. A-3 I l7 7.5M Ampil, Francis Joseph A-3394 7.5M Smothers. Darrell B-840 7.5M Loanzon, Ma. Theresa A-4092 7.5M Santangelo. Irene B-l 154 7.5M Rivera, Hector A-060.1 7.5M

Resolution No. 007:, 08-28-2019 RESOLVED to approve and confirm the recommendation of the Membership Approval Membership Committee for acceptance of the following eleven (11) applicants as new members/assignees/company representatives/Golden Member transferees of the Club, namely:

Transfer of Shares Benedicto, Sixto T. MAA General Assurance Phils., Inc. (Go, Daniel C.) Fianza, Pamela Gay S.

Golden Membership Ejercito, Carlo Angelo E.

{g5iqnment of Playins Rights Gomez, Daniel Rafael Ramon III Kanapi, Roberto S. Lacbo, Leopoldo M. Pua, Jaime Chua Charles, Rona Ellen L. Wytiu, Amethyst Lorine A.

L6 Chan ofComDa nv ReDrese tative Lukban. Maria Consuelo A

recommendation of the Resolution No. 008; 08-28-2019 RESOLVED to approve and confirm the of the following eighteen Confi rmation of Membership Approval Membership Comminee for acceptance (18) applicants as new members/assignees/company representatives/Golden Member transferees of the Club, namely:

Transfer of Shares Castro, Femando C. Suarez, Raymundo N. Pardo, Fernando U. Renaissance Ventures Group, Inc. (De Guznan, Maria Carissa M') Gutay, Pascualito D. Yuzon, Johnmel Charles G.

New Shsre PARAF Holdings, Inc (Rafael, Jose Javier P.)

Golden Membership Zubiri, Manuel F.

Assisnment of Pla Riphts Dispo, Roberto Juanchito Aure, Jose Antonio T. Barclay, Luarlene A. Bliek. Antoine

Chanse of Companv Representative Lee, Benjamin Sang Don Lee, Jongsu Olaguera, Ronilo Zapanta Simpao, Rafael O. III Garcia, Patricia E. Tupaz, Jennylle S.

Resolution No. 009; 08-28-2019 RESOLVED to authorize the Labor and Audit Committee to fully Claim ofGeostar Philippines, lnc settle the claim of Geostar Philippines, Inc. with an offer of Pl.7 M for the work it did beyond the scope of its contract for Phase 2 ofthe Club's Electrical Project.

Resolution No. 001 : 09-25-2019 RESOLVED to approve the recommendation ofthe Golf Hiring of a Golf Director Committee to hire a Golf Director for the Club who will be directly in charge ofall matters related to golfactivities.

RESOLVED FURTHER to give the President the authority to select the best candidate for the job as per the qualifications and guidelines set by the Board.

L7 ofthe absence ofa settlement ofthe Resolution No. 002t 09'25-2019 RESOLVED thar in view Edmundo F. Unson, Jr. and due to an ongoing case Request re Share of Edmundo F. Unson, Jr estate ofthe late between the heirs of Mr. Unson, Jr. and Mercantile lnsurance Co'' Inc. (MICI), the Board decided to deny the request of MlCt to execute an assignment ofplaying rights over the share of Mr' Unson. Jr,

approve the renewal ofthe pro-shop contract of Resolution No. 003; 09-25-2019 RESOLVED to Inc. with ACCI for another year (October l Pacsport Renewal of Contract PACSPORTS Phils., ' 2019 to September 30, 2020) under the same terms and conditions'

approve the r€quest of Salon de Ayala to renoYate Resolution No. 004 | 09-25-2019 RESOLVED to at its own expense, subject to the Salon De Ayala Request the Eyelash/Waxing Area submission ofthe design plans for the Club's approval'

RESOLVED FURTHER to approve the inoease ofthe hair dye labor from the cunent P440.00 to P600.00 per service'

confirm the waiver by the Club of its Resolution No. 005 t 09-25-2019 RESOLVED to approve and sale of the following two (2) Club Waiver on Sale of Shares. right of first refusal on the intended shares namely:

Name of Member Class of Share Amount Offered Rocha, Julio Victor A-3850 7.5M Castro, Rosalina A-3981 7.5M

of the Resolution No. 006: 09-25-2019 RESOLVED to aPprove and confirm the recommendation following sixteen (16) Membership Approval. Membership Committee for acceptance ofthe applicants ils new memberVassignees/company represenlatives/Golden Member transferees of the Club, namely:

Transfer of Shares Agchem Construction & Dev't. Corp. Phinma Corporation De Ocampo, Leon Francis R. Lin, Weixiong Saycon, J. Paolo Angelo G. Go, Jayson U Peliflo, Wilfredo M. Dong, Dong

New Share Abuduwaili, Asiyemu

Golden Membershio Roflo. Christine Marie S

18 Assiqnment of Plaving Rishts Gonzales, Noel F. Jr. Winton, Bruce Alexander Vargas, Antonio I.

Chanse of Companv ReDresentatiYe Salas, Marco Q. Low, Chuan Jyi

Resolution No. 007 : 09-25-2019 RESOLVED to approye and confirm the recommendation of the Membership Approval. Membership Committee for acceptance ofthe following sixteen (16) applicants as new members/assignees/company representatives/Golden Member transferees of the Club, namely:

Transfer of Shares Agchem Construction & Dev't. Corp. Phinma Corporation De Ocampo, Leon Francis R. Lin, Weixiong Saycon, J. Paolo Angelo G. Go, Jayson U Peliflo, Wilfredo M. Dong, Dong

New Share Abuduwaili, Asiyemu

Golden Membership Roiio, Christine Marie S

Assisnment of Plaving Rights Gonzales, Noel F. Jr. Winton, Bruce Alexander Vargas, Antonio l.

Chanqe of Company Repres€ntative Salas, Marco Q. Low, Chuan Jyi

Resolution No. 001; l0-30-2019 RESOLVED to approye the recommendation ofthe F&B F & B Update and Plans (Other Areas- Committee to hire MAX's Group, Inc. as the concessionaire for the Sports Pavilion) Sports Pavilion, serving American style fast food.

RESOLVED FURTHER to grant the President the authority to sign the contract with MAX's Group, lnc. as per the terms and conditions presented to the Board and as he may find to be fair and reasonable.

19 Resolution No. 002; l0-30-2019 RESOLVED that due to various complaints from members and F & B Update and Plans (Termination of guests regarding the disappointing quality ofthe food and service Kuya's) being delivered by Kuya's Grill House and its continuing inability to secure a passing grade for food safety and hygiene Ilom SGS Philippines, the Board has approved the recommendation ofthe F&B Committee to terminate its services as the Club's main food concessionaire.

RESOLVED FURTHER that the President and/or the GM is given authority to sign the appropriate notice ofconhact termination to Kuya's Grill House.

Resolution No. 003; l0-30-2019 RESOLVED to defer the implementation ofthe plan for setting up F & B Update and Plans (Blue Smith,4\4eat a building to house the Blue Smith and Meat Depot restaurant Depot) pending completion ofthe ACCI Master Plan as per approval ofthe Board under BR No. 002;08-28-2019.

RESOLVED FURTHER that F&B and Management may consider BIue Smith and Meat Depot as one ofthe placeholders for the main food concession operations.

Resolution No. 004; l0-30-2019 RESOLVED to approve the allocation ofthe amount of Pl.5M for WFI and Nelwork ImproYement the improvement of the Club's wlFI and network system.

RESOLVED FURTHER to approve and confirm the award by the Bids and Awards Committee to Xl0 Networks Corporation forthe network rehabilitation and cabling ofthe POS and computerc in the amount of Pl.1M.

Resolution No. 005; l0-30-2019 RESOLVED to remind Member Paul Cortez to faithfully abide RULES AND ETHICS COMMITTEE - with the Members Handbook which advises all members to "always Case vs. Paul Cortez act with proper decorum, dignity, care and respect for each other's rights and privileges."

RESOLVED FURTHER that any repetition of the same or similar act would call for the imposition ofa more seyere penalty.

RESOLVED FINALLY that the complainants and the respondent, through the auspices ofthe President, meet together for a full reconciliation so as to preserve harmony and friendship among the Club membership.

Resolution No. 006; l0-30-2019 RESOLVED to approye the recommendation ofthe Rules and _ RULES AND ETHICS COMMITTEE Ethics Committee banning Mr. Nathan Stevenson lrom using Club Case vs. James K. Rodgers and Nathan facilities as a guest for a period of three (3) years. Stevenson

RESOLVED FURTHER that Member James K. Rodgers must be reminded that members are responsible for the good conduct of their guests while in the premises ofthe Club and that any future

20 negligence in his performance ofthe aforesaid duty would be dealt with more severely.

Resolution No. 007; 10-30-2019 RESOLVED to approve the recommendation ofthe Sports and Increase of Swimming Pool Guest Fee Recreation Committee to increase the swimming pool guest fees by P100.00 for both week days and weekend ends,4olidays effective December 1,2019.

Resolution No. 008i l0-30-2019 RESOLVED to approye the recommendation ofthe Gym Purchase of Additional Gym Equipment Committee that, in view ofthe depreciated state of some gym machines, the allocated2020-2021budget ofP2.lM for the purchase of additional gym equipment be implemented this year.

Resolution No. 009; l0-30-2019 RESOLVED to approve the recommendation ofManagement that Processing Fee for Loyal Assignee in the eyent ofa change in assignors, all playing rights assignees for more than three years prior to the effectivity ofthe increase in rates by January l, 2020 (!& those who have been assignees as of December 31, 2016 or earlier) shall be entitled to a one-time privilege ofpaying the old rate for assignments within a period of three (3) months from expiry ofthe previous contract ofplaying rights assignment.

Resolution No. 0 l0; 10-30-2019 RESOLVED to approve and confirm the waiver by the Club of its Club Waiver on Sale of Shares right of first refusal on the intended sale of the following six (6) shares namely:

Name of Member Class of Share Amount Offered Herbosa, Valerie A-4207 7.5M Farmer, Dominga A- 1490 7.5M Kweon, Yong Ho B-1515 8.0M Eyeob, Shin Dong B-1518 8.0M Aoki, Victoria B-1070 7.5M David Stockdale B- 1643 7.5M

Resolution No. 01 l; l0-30-2019 RESOLVED to approve and confirm the recommendation of the Membership Approval Membership Committee for acceptance of the following twenty-two (22) applicants as new members/assignees/company representatiyes/Golden Member transferees of the Club, namely: Tra nsfer of Shares Barberis, Clarissa C. Balatbat, Marjorie M. G-Star Venture & Development Corp (Quevedo, Rogelio V) Lopez, Antonio Albino Lucas H. Gonzalez, Jose Ramon A. Security Bank Corporation Suarez, Jose N. Jr. Zurich Finance Corp (Recto, Ronaldo M.)

Cold€n MembershiD Panajon, Marco Antonio V Sarabia, Jose Paolo L

Assiqnm€nt of Playinq Rights Carbonell, Napoleon Jr. Angeles, Joseph Martin B. Lim. Chester H. Garman. Matthew S. Mago, Rodolfo J. Yeung, John Philip R. Xu, Peihong

Chanse of Com ReDresentative Jugo, Jose Juan Z Pardo, Lourdes S. Pamplona, Apolonio Stefano Kim, Dae Sung Milaor, Michael M.

Resolution No. 012; l0-30-2019 RESOLVED to approve lhe recommendation of the Membership Maximum Period for Renewal of Committee that a newly accepted member/assignee is given a Membership Approval maximum period of six months fiom Board approval within which to attend the induction ceremonies which is a requirement for full membership.

RESOLVED FURTHER that ifhe/she fails to attend the induction ceremony within the aforesaid period, then he/she has to repeat the whole process of membership approval.

Resolution No. 013; l0-30-2019 RESOLVED that to foster stronger bonds offriendship and SequentiaYShot Gun Discussion harmony among members, the Board approved the recommendation ofthe President to set up a club tournament for one Saturday in a monlh which will be open to all golfing members without regard to membership or non-membership in any individual sub-groups.

RESOLVED FURTHER that shotgun tee offwill be observed for this proposed club toumamenl.

RESOLVED FINALLY that the Golf Committee be authorized to issue the necessary guidelines and to recommend lhe appropriate funding and program for this toumament.

Resolution No. 001:' ll-26-2019 RESOLVED to temporarily revoke the medical red flag privilege Medical Red Flag Privilege approved under BR No. 008: 05-29-2019 pending further study and final recommendation of the Golf Committee to the Board.

Resolution No. 002l, ll-26-20t9 RESOLVED to approve the recommendation ofthe Finance Approval of2020 Operating Budget Committee and the Treasurer for the approval ofthe 2020

22 Operating Budget that is projected to have a positiye result of P4l M before depreciation and Pl35K after depreciation.

Resolution No. 003; I l-26-2019 RESOLVED to unanimously approve the recommendation ofthe Approval of2020 CAPEX Budget Finance Committee and the Treasurer for the approval ofthe 2020 CAPEX Budget amounting to a total of P 96 Million categorized as items for safety and compliance, for service enhancement and for revenue generation.

Resolution No. 004:' I l-26-2019 RESOLVED to approve the recommendation ofthe Finance Vat on Monthly Dues and Continuing Committee and the Treasurer to defer the adoption ofthe recent Collection of same amount dues ruling ofthe Supreme Court (Association ofN -Profit Clubs vs BIR. SC-G. R. NO.228539, June 26,2019) exempting Club dues and assessments from VAT until such time when a Certificate of Finality has been issued and/or the conesponding IRR is passed by thE BIR.

RESOLVED FURTHER that in view ofthe increase in projected expenses of around Pl0 M for 2020 representing input taxes from purchases which can no longer be offset from any output tax, the Board also approved the recommendation ofthe Finance Committee and the Treasurer to maintain the monthly dues at P5 K, VAT exclusive.

Resolution No. 005: 1l-26-2019 RESOLVED to approve the dismissal ofthe case versus Director RULES AND ETHICS CASE vs. CESAR Cid Diomampo as recommended by the Rules and Ethics DIOMAMPO and LITO COLONA Commiftee.

RESOLVED FURTHER to defer the final discussion ofthe case versus Member Angelito Colona to the next Board meeting in laruary 2020.

Resolution No. 006; ll-26-2019 RESOLVED to approve the recommendation ofthe President for NOMELEC 2O2O the appointment ofthe following as members ofthe 2020 NOMELEC:

Mr. Randolph L. Ang Chairman Mr. Raymund Jude G. Aguilar- Member Atty. Mario A. Aguinaldo - Member/Independent Director Atty. Joel L. Bodegon Member Atty. Christopher S. Garcia- Member

RESOLVED FURTHER that the official appoinrment olthe 2020 NOMELEC shall take effect only on January 13,2020.

Resolution No. 00'l; ll-26-2019 RESOLVED to approve and confirm the waiver by the Club of its Club Waiver on Sale of Shares right of first refusal on the intended sale of the following share namely:

23 Name of Member Class of Share Amount Offered Gerard, Magin A-37 r8 7.5M

Resolution No. 008t ll-26-2019 RESOLVED to approye and confirm the recommendation of the Membership Approval Membership Committee for acceptance of the following thirty-two (32) applicants as new members/assignees/company representatives/Colden Member transferees of the Club, namely:

Transfer of Shares Reloza. Asuncion A. Lacbo, Leopoldo M Kumar, Manjinder Pastrana, Christopher S See, Hanna G, Del Monte Foundation, Inc. Guerrero. Alfredo Maria Antonio P Adapon, Sulpicio M. Ye, Hengming Golden Membership Singson, Leonardo A. Assisnment of Playins Rishts Jimenez, Carlos Francis Emmanuel D Salvador, Jose Agapito L. Wulff, Esperanza E. Monis, Maria Celeste A. Austria, Czarina Nifia A. Banet, Pascal Carceller, Mary Julie C. Maupin, Jacques Lacson, Raul Mario V. Meriguet, Gerard Ocampo, Gonzalo T. Ramos, Stephen B Yi, Xiao Madendjian, Patrick

Chanse ofComna nY ReDresentatiyes Algarra, Rafael S. Jr. Teodosio, Jesus B. Teodosio, Joanna Lydsing B. Vivencio- Del Rosario, Ramon Jaime L Asi, Roy Noel A. Pardo, Lourdes S. Marcelo, Jean Stefano T.

Resolution No. 009:' ll-26-2019 RESOLVED to approve the recommendation ofManagement to Increase in Guest Fee for Badminton increase the badminton fee for guests (for a maximum period of two hours) effective January l, 2020 as follows:

24 For weekdays ftom Pl50 to P200 For weekends - from Pl80 to P250

Resolution No. 010; I I -26-2019 RESOLVED to approye the recommendation of the Socials SUPER RAFFLE 2O2O Committee to hold the Super Raffle 2020 on Saturday, March 16, 2020 with a budget of P5.8 M as prizes for the eyent.

RESOLVED FURTHER to approye the list of prizes (major and minor) as presented by the Socials Committee, the timeline and the tentative profit and loss statement for the event.

25

E - SEC 2019 tumual Report

PART I BTISINESS AND GENf,RAL INFORMATION

MANAGEMENT REPORT

The following discussions should be read in conjunction with the accompanying Financial Statements (FS) and notes thereto, prepared in accordance with the generally acceped accounting principles as set forth in the Philippine Financial Reporting Standards (PFRS), applied consistently with previous years except for the adoption ofnew standards as discussed in Note 2.

The Business

I) BUSINESS DEVELOPMENT

Alabang Country Club, Inc. (Club) was incorporated it 1978, as a non-profit organization with the following vision and mission.

Vision: To be the premier country club in the Philippines

Mission: To provide a venue with excellent facilities and services at reasonable cost where the members, their families and guests feel warmly welcome while giving shareholders the optimal value for their investment and fulfilling its responsibilities as a fair employer and socially responsible corporate citizen.

The Club has a total land area of 74 hectares, housing an 18-holes golf course, a driving range, multi-purpose field, swimming pool, tennis and badminton courts, bowling lanes, gym, dance studio, dining and banquet facilities and other leisure facilities to cater to its mission.

I SEC 2019 A-nnual Report

(2) BUSTNESS STRATEGY

The Club sustains its operational requirements from the monthly dues and other assessments collected from members. This is augmented by fees collected from the use of select Club facilities and revenues generated from dining, banquet and other service concessions and, rentals.

Business Plan. The Club operation is guided by a business plan reviewed and updated every three years to match its current needs. Priorities are geared towards compliance to government regulations, safety and members satisfaction.

To achieve this goal:

I ACCI shall emphasize on quality of service focusing to major dimensions of reliability and tangibles - physical faoilities, equipment, personnel, etc. Employees' shall render services responsively with courtesy and empathy to customers.

') ACCI shall recognize the importance of partnership with the various service providers such as the concessionaires, agencies and, maintenance providers.

3. ACCI shall recognize the critical importance of its employees by having an

explicit goal and commitment to good employment opportunities and working conditions.

4 ACCI shall respond to the advocates of corporate responsibilities and shall seek to balance the goals that maybe in conflict to promoting the overall

welfare of the members, employees and the Club as a whole.

The OBJECTIVES are as follows:

l. Good facilities and amenities.

Providing the highest degree of satisfaction through facilities that are complete and functional, safe and comfortable, and clean and well maintained. SEC 2019 Annual Repon

2. Excellent services. Providing the members with a positive experience each time they visit the Club. It entails having all aspects of customer care, combining efficiency and courtesy. It must have a well-conceived stategy for service member-oriented

frontline people, and member friendly systems.

3, Well-structured operational systems and procedures. Consistent implementation of established set of rules and procedures to facilitate orgamzed flow of operation and likewise allows regular review and monitoring for continuous rmprovement.

4. Effective communications and information. Timely dissemination of information to the members tfuough appropriate channels, thus creating awareness about the various projects and activities of the club.

5. FinancialStability.

Making certain that the financial resources ofthe Club are well protected and maximized in order to deliver the defined programs and activities of the Club.

6. Competent and motivated employees. Recognizing the importance of employees, by formulating personnel-related programs and policies that will enhance the well-being and development of club's employees, improving employees' competency in order to deliver excellent services to the members.

SUBSIDIARIES

The Club has no ownership on any companies nor has any subsidiaries SEC 2019 Annual Report

PRINCIPAL PRODUCTS AND SERVICI,S

The Club offers its members, sports and leisure services among which include the following: golf, racquet sports, bowling, swimming; a clubhouse with restaurants, banquet venues, health and beauty outlets, gas station and access to banking.

COMPf,TITION

The Club promotes exclusivity and has a captive market in it's members, their families and guests. Hence, it is not threatened by other establishments for competition.

To maintain quality membership, the Club continues to enhance services and facilities to protect and improve the share value.

MAJOR SUPPLTERS

The Club is not dependent on any major supplier.

MAJORCUSTOMERS

The major customers of the Club are its members, their dependents and guests.

INTELLECTUAL PROPERTY RIGETS & REGULATIONS

The CIub does not own any material intellectual property rights apart from the its name and logo. Likewise, there were no patents, trademarks, copyrights, licenses, franchises and rights on which our operations depend on nor were there any government approval ofprincipal products or services relevant to ow operations.

The Club takes pride to compliance with govemment regulations. SEC 2019 Alnual Report

l BIR Memorandum Circular 35-2012 dated August 3, 2012, clarifling the taxability of Clubs organized and operated exclusively for pleasure, recreation

and other non-profit purposes. The Club shifted to full taxation on the same year.

Last June 26,2019, the Supreme Court promulgated G.R. No. 228539 in favor of the Association of Non-Profit Clubs, Inc. (ANPC), proclaiming that membership

dues and other assessments to the members are not subject to VAT and income tax. Pending the certificate of linality, the Club continues to remit the mentioned

taxes. However, the Management sent a letter to BIR to seek clarification on its implementation submitted in lawtary 8,2020.

D The TRAIN Act effect to the Club is on capital gains tax and documentary

stamps tax, on the sale oftreasury shares.

! Executive Order No. 26, Providing for the Establishment of Smoke-Free Environment in Public and Enclosed Places. The Club has established several Designated Smoking Areas (DSAs) and posted informative signages within the premises.

l Data Privacy Act. The Club has registered with the National privacy Commission and is in the process of developing documentary requirements for submission to the commission. It has already nominated a Dak privacy Officer

(DPO) and has invited compliance auditors to conduct a seminar briefing to the Club managers and officers.

ENVIRONMENTAL MATTERS

The club is committed to environmental initiatives and has ceased to use plastic products including all the concessionaires operating within Club premises.

This year, the club purchased 5 electric golf carts as disclosed in last report and has budget allocation for 15 more in 2020 to eventually retire the gas fueled units. Further, the members shall be required to use electric carts inside the club premises. SEC 2019 Annual Report

EMPLOYEE AND LABOR RELATIONS

The Club has a total complement of 123 regular employees as at December 31,2019. The following were the classification or breakdown of Club's employees:

2020 Proposed 2018 2019 Plan

MANAGERS: 14 14 15

GM I 1 1

Senior 3 3 J

Junior 4 4 6

Officer 6 6 5

STIPERVISORS 23 24 23 CONFIDENTTAL 20 20

RANK & FILE 58 o5 62

TOTAI, ll5 123 127

For 2020, the marpower complement of the Club shall increase to 127. There will be

four (4) additions, a golf director and 3 more to be assigned in golf services.

The Club employees are tenured. This year there are a total of 12 employees who retired.

Labor Relations

The rank and file employees of the Club is organized, called the Alabang Country

Club Independent Employees Union (ACCIEU). Their benefits and incentives are defined in the Collective Bargaining Agreement (CBA) which runs for tkee (3) years.

The existing CBA was signed in March 7,2018 and shall expire on March 31,2021

A Labor Management Council (LMC) has been established, composed of representatives from different employee levels, 4 rank and files, 4 supervisors and 3 managers and is chaired by the Human Resource Manager. Regular meetings are SEC 2019 Annuat Report

being held to promote coopefirtion, discuss issues, concerns and action towards its resolution.

MAJOR BUSINESS RISK

The Club maintains a conservative approach in all of its business practices and Management is consistently compliant with good govemance.

(B) DESCRIPTION OF PROPERTIES

The Club is built on a 74-hectare properry located inside the Ayala Alabang Village, Muntinlupa City. It is approximately 20 kilometers south of Makati and can be reached in 20 minutes via the Skyway.

The 18 hole golf course runs through 54 hectares of the area. The golf irrigation and drainage repair project which started in March 2017 was fully completed in May 2019. The driving range, several tee houses can also be found within the course.

The clubhouse, sports pavilion and other facilities occupy the rest ofthe property.

The Club also owns two residential properties (180sqm and 175sqm) located inside the Ayala Alabang Village that it leases out to tenants.

The Club has no intention of acquiring real property, except those capital expenditures as defined in Club's Capital Budget for the year 2020.

There were no any mortgages, lien or encumbrances over the property of the Club or any limitations on the ownership or usage over the same. Any known limitations to the use of the Club witl be reported immediately in compliance with the regulations of the Securities and Exchange Commission.

LEGAL PROCEEDINGS

As ofreporting period, the Club has no pending case in any court. + SEC 2019 Annual Report

CORPORATE GOVERNANCE

Alabang Country Club, Inc. established a performance evaluation system to measure or determine the level of compliance by the directors and offtcers of the Club with its Manual on Corporate Govemance. The Club's existing Manual on Corporate Govemance was reviewed in 2010, to check whether mandatory provisions stated in S.E.C. Memorandum Circular Number 6, Series of 2009 are complied with The review was completed in January 2011. The Board of Directors during its meeting held in March 2, 2011 approved the Revised Manual on Corporate Govemance as required by the S.E.C. Finance Department. The following items were contained'in the revision:

Article 4, Provision M: Appointment of Compliance Olficer states:

"The Board shall appoint a (,lompliance Oficer who may be the Vice President or the Corporale Secretary. He shall report directly to the Chairman and the President."

Article 4, Provision K. 2 Paragraph 6, Attendance to Corporate Governance Seminar of the newly elected Directors states:

"Within one hurulred twenty (120) calendar days from the dote of proclamution as director, the director concerned shall submit to the boord of directors a certiJicate of attendance

certrfling that ha she attended and completed a seminur on good corporate governance accrediled by the Commission. This requirement shall be considered as qualification for a director to continue discharging hisiher funclions and to remain in ofice. "

The three (3) directors elected last April 12, 2019 undertook the Corporate

Governance seminar on various dates, l|y'ray 2,2019 and May 9,2019 in compliance to SEC 2019 Annual Report

SEC Memorandum Circular Number 2, Series of 2O02 and ACCI Manual on Corporate Govemance.

The Club reported to S.E.C. the compliance to the Club's Manual on Corporate Governance for the period covering 20 19 which was submitted to SEC on January 10, 2020. The Corporate Govemance Compliance Officer monitors the Club's compliance with corporate govemance standards and reviews with the Board of Directors other leading practices which could be adopted by the Club.

Pursuant to the provisions ofthe Revised Manual on Corporate Govemance, the Club has adopted all the provision under S.E.C. Memorandum Circular No. 02 dated April 05,2OO2 and S.E.C. Memorandum Circular No. 06, Series of 2009 as revised. The Club hereby states that:

Compliance with S.E.C. Memorandum Circular No. 02 dated April 15, 2002 and S.E.C. Memorandum Circular No. 6, Series of 2009, as well as all relevant circulars on corporate govemance had been monitored;

2. That Alabang Country Club, Inc., its directors, officers and employees complied with all leading practices and principles on good govemance as embodied in the company's Manual on Corporate Govemance;

3. That Alabang Country Club, Inc. also complied with the appropriate performance self-rating assessment and perlormance evaluation system to determine and measure compliance with the Manual on Corporate Govemance;

4. All newly elected directors have assumed their duties and responsibilities to the Club after attending the Good Corporate Governance seminar or similar training conducted by the Philippine Securities Consultancy Corporation or other accredited institutions;

5. That the Club has no major deviations from the adopted Manual on Corporate Govemance. SEC 2019 Annual Report

A special Board meeting was held on June 24,2014 primarily to amend some provisions of the Manual on Corporate Govemance The Corporate Secretary explained that S.E.C. Memo Circular No. 9, Series of 2014 required amendment of the Manual on Corporate Governance so as to widen the responsibility of covered corporations to include other stakeholders such as "customers' employees, suppliers, financiers, government and community in which it operates." In compliance with S.E.C. Memo Circular No. 9, Series of 2014, the Board has approved the amendments to the Manual of Corporate Govemance via Board Resolution No. 01, 06-24-2014. The following articles were revised:

1. Article 2, ( a ) Corporate Governance

2. Article 4 F ( 1 ) on General Responsibility of the Board

3. Article 4 F ( 2 ), ( e ) on Duties and Functions ofthe Board

4. Article 4 L ( c ) on Duties of Corporate Secretary 5. Article 6 ( b ) on Accountability and Audit 6. Article 9 on Disclosure and Transparency.

The Manual of Corporate Govemance was reviewed by Corporate Secretary, Intemal

Auditor and Audit Committee and have identified certain provisions for improvement.

Those provisions were likewise approved by the Board.

The Management is currently reviewing the manual to comply with SEC Memo Circular No. 24-2019 which took effect last January 12,2020.

RISKMANAGEMENT.

The Club has a risk management policy in place. A Risk Management Committee was created in October 29, 2015 as apgoved by the Board, composed of the Chairman of Audit Committee as Chairman, the Treasurer as Vice Chairman, the Compliance Oflicer, the General Manager, Key Division Managers, the Risk &

Assurance Coordinator and the Intemal Auditor as members.

The Club adopted the following Policy Statement: ,4.

SEC 2019 Annual Report

Alabang country club, Inc. is committed to achieving best practice in the risk management by adopting a risk-based approach in its business processes' Each member ofthe organization recognizes that it is an essential element of effective good govemance that should be incorporated into all decision making processes

The Board of Directors and the Management are expected to: l. Ensure that the risks in all programs and activities of the Club are identified, evaluated, and appropriately managed; 2. Design and implement a risk-based internal control system and procedures that would identi! losses and opportunities, assets protection, effective and eflicient operational processes, and reliable reporting and compliance mechanism; 3. Raise awareness of all board members, senior managers, employees, members and guests conceming risk management within the Club; 4. Monitor the effectiveness of the risk management program by instituting measurement mechanism and assigning accountability to each member of the organization.

DIRECTORS AND f,XECUTIVE OFFICERS

Please refer to discussion on Directors and Executive Officers.

MARKf,T INFORMATION

Please refer to discussion on Market Price on Registrant's Common Equity and Related Stockholders Matters. SEC 2019 Annual Report

MANAGEMENT'S DISCUSSION AND ANALYSIS

Alabang Country Club, Inc. as discussed earlier, derives its revenues from membership dues, food and beverage sales, and income from golf and other sports activities and Concessionaires, rentals and other revenue generating activities'

Financial Highlights

2019 2018 BALANCI] SHEET (ln Million Pesos) Total Assets 589.47s s86.454

Total Liabilities 181.867 177.559 Total Equity 407 608 408.895 Total Liabilities & Equity s89.475 s86.4s4

2019 20r 8 REVENTiIi AND EXPI.],NSES (In illillion Pesos) Total Revenues 206 695 174 882 Total Costs and Expenses 216.448 20t.664 Operating Loss (e.7s3) (26.782) Other lncome (Charges) 15.679 14 542 Income Before Income Tax s.926 (12.240) Provision (Benefit from) Income Tax 2 786 (2.3e8) Net Income (Loss) 3.140 (e.842) Income (Loss), Net Other Comprehensive of (4.427) 0.207 Tax 'l'otal Comprchensive Inconte (Loss) (1.287) (9.63s) ,,\

SEC 2019 Annual Report

2019 2018 STATEMENT OF' CASH FLOWS (In ill illion Pesos) Operating Activities 3s.220 49 599 Investing Activities (33.637) (76.se3) Financing Activity 0 13.584 Beginning Cash 39.589 52.999 Ending Cash 41.171 39.589

Analysis

2019 and 2018 Comoarative

Balance Sheet

The increase in Current Assets of P12.927 Million or 11% is attributed to the net effect of the following:

Net increase in cash of Pl.582 Million. Cash outflows almost equaled with the cash inflows due to payments made to ongoing and completed projects; I Net increase in receivables of P16.488 Million or 37oh coming from the Super RaIfle tickets and Mango Tee entrance fee charged to participating members.

Net decrease in other current assets of P5.802 Million or 36%, pertains to the input VAT applied against output VAT which increased due to higher revenues from events and guest fees.

The net decrease in Noncunent Assets of P9.905 Million is mainly due to the following:

Decrease in financial assets of Pl7.4l I Million due to the sell back of retail

treasury bond and maturity of an investment in corporate bond; Net increase in property and equipment of PI5.186 Million mainly due to the completion ofthe golfcourse inigation and drainage repair. lr SEC 2019 Annual Report

Net decrease in retirement plan assets of P7.640 Million due to lhe 2.5o/o

decrease in discount rate.

Net increase in current Liabilities of P4.307 Million was mainly due to the decrease in trade payables of P1.376 Million, increase in playing rights deposit of P1.903 Million due the increase in number of share assignments processed and, P3.781 Million received in payment of advance monthly dues for 2020.

The net decrease in equity of P1.286 Million is due to the net operating income of

P3.140 Million net of other comprehensive income (net) of P4.427 Million.

Key Performance Indicators ofthe Club (2019 vs 2018)

December 31. I)€ccmber 3l , Formula Performance Indicator 2019 20lt

Current Rab o 0.97:'1.0O 0.96:l.00 CLrrent Liabilities Cash & Cash Equivalenis + Marketable Acid Test Ratio Secrnities + Receivahle 0.96: 1.00 0.94:1.00 Currerl Liabilities Na After Tax krcorrst-Non-Cash Expenses Solvercy Ratio 0.24: L00 0.16: 1.00 Liabilities Total Liabilities Debrto-equty Ratio 0.45: 1.00 0.43: 1.00 Total Shareholders' Equrty Totrl Assets Asset-to-equity Ratio I .45: 1.00 1.39: L00 Total Equty Earninps Before & Taxes Interest Rate Coverage Ratio NA NA hterest Paynents Dl'E Net lncorrr Return on Equity 0 0l :1.00 (0 02): l .00 Equitv Net InconE Retun on Assets 0.01 : 1.00 (0.02):1.00 Average Total Assets Net IncorE Net Profit Margrn 0 0l:1.00 (0.05):1.00 Total Sales

l4ri SEC 2019 Annual Report

Income Statement

The Club operation resulted in a net income of P3.140 Million compared to the net loss of P9.842 Million. Below are the main drivers of the loss:

Net increase in revenue of P31.812 Million or 18% due to the following: r Net increase in membership dues because of the increase implemented from

September 2019 raising the due to P5,000 from P3,920, VAT inclusive. . Net increase in golf services of P12.525 Million due to the increase in the number ofguests with the full opening ofthe golfcourse. . Net increase in food and beverage club share of P.953 Million. ' Net increase in other income due to the implementation of rental rates escalation on various lessees.

A conesponding net increase was realized also for cost and expenses for P17 028 Million due to the increase in cost and services, attributable to the increase in golf course maintenance. General and administrative services likewise increased due to the increase in the repairs and maintenance ofthe ageing Club facilities.

l8 nd 2017 Com arativ

2018 2017 BALANCE SHEET (In Million Peso)

Total Assets 586.4s4 563.736

Total Liabilities 177.559 158.794 Total Equity 408.895 404 942 Total Liabilities & Equity 586.454 563.736 SEC 2019 Annuat Repon

2018 20t7 REVENUE AND EXPENSES (In Million Peso) Total Revenues t'14.882 193.455 Total Costs and Expenses 201.664 202.5t5 Operating Loss (26.782) (9.060) Other Income (Charges) 14.542 19 .715 Income Before lncome Tax (12.240) 10.655 Provision (Benefit from) Income Tax (2.3e8) 3.563 Net Income (e.842) 7.092

Other Comprehensive Income (Loss), Net of Tax 0.207 (r.804)

Total Comprebensive Income (l,oss) (9.63s) 5.288

2018 2017 STATEMENT OF CASH FLOWS fln lllillion Peso) Operating Activities 49.599 38.822 Investing Activities (76.593) ( 153.829) Financing Activity 13.584 143.094 Beginning Cash 52.999 24.913 Ending Cash 39.589 s3.000

Analysis

Balance Sheet

The P52.998 Million cash balance at the beginning of year ended at Php39.589Million. The decrease of Phpl3,407Miltion is attributed to the net eflect of the following: ,,\

SEC 2019 Annual RePort

From operating activities, a total of P49 599 was realized This figure also includes sell back of five (5) investment securities for P29 081 Million' increase decrease in acCounts receivables, retention from payment of projects, in playing rights deposit and advance monthly dues' in From financing activities, the Club auctioned two (2) treasury shares

September which raised for the Club l3'587 Million' Net cash used in investing activities is P76.593 Million representing ongoing projects headlined by the Golf Course Irrigation and Drainage Repair'

For 2019, the Club plans to sell back the remaining eight (8) treasury shares to

complete the funding ofthe Golf Course lrrigation and Drainage Repair, now with

a working budget of P250million

current Assets has a net decrease of P12.981 Million and the main driver of the said

increase is cash as discussed above, decrease in receivables and the reclassification of

an investment security maturing in 2019.

The net increase in Noncurrent Assets of P35.699 Million is due to the sell back of

securities and the completion and booking of several Club projects.

Net increase in current Liabilities of P18.765 Million was mainly due to down paymenVadvances to suppliers and contractors for various projects.

The increase in equity of P3.952Million are due to the followng:

. Sale oftreasury shares

. Share premium from the sale oftreasury shares

. Net loss of P9.842 Million Other comprehensive income from actuarial valuation of retirement firnd and fair market value ofthe investment securities l8

Key Performance Indicators of the Club (2018 vs 2017)

Performance Indicator December 31. 2018 Dccember 31, 2017 Current Ratio 0.79:1.00 0.79:1.00 Quick Ratio 0.94 : 1.00 I .18: I .00 Debt to Equity Ratio 0.42 : 1.00 0.39: L00

Profit margin (lncluding membership dues) (0. l5) 0.06

Income Statement

The Club operation result for 2018 is a net loss of P9.635 Million compared to last year net income of P5.287 Million. Below are the main drivers of the loss:

Net decrease in revenues of Pl8.573Million due to the partial closure of the golf course and non-hosting of the Mango Tee. This reduced the number of guests which subsequently affected earnings from food and beverage patronage. Corporate services likewise has declined due to lesser transfer

transactions in anticipation ofthe rising share value. Other income has a net decrease of P5.173 million due to the loss incurred from the sale of investment securities which subsequently reduced the interest

income and, loss as a result of levelization ofrental.

Notes

During the years ended December 31,2019 and 2018 except for what has been noted in the preceding paragraph, there were no material events or uncertainties known to management that had a material impact on past performance, or would have a material impact on future operations, in respect ofthe following: i. Known trends, demands, commitments, events or uncertainties that would have a material impact on the Club; l9

lt. Events that will trigger or contingent financial obligation that is material to the Club, including any default or acceleration ofan obligation;

l . Material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships ofthe Club with unconsolidated entities or other persons created during the reporting period;

lv. Material commitments for capital expenditures that are reasonably expected to have a material impact on the club,s short term or long_term liquidity;

Known trends, events or uncertainties that have had or that are reasonably

expected to have a material favorable or unfavorable impact on net sales/revenueVincome from continuing operations; Significant elements of income or loss that did not arise from the Club,s continuing operations; vt l. Seasonal aspects that had a material impact on the Club,s results of operations;

vlU. Material changes in the financial statements on the CIub from the year ended December 31, 2019 except as reported in the MD&A.

Changes in and Disagreements With Accountants.

There are no changes in and disagreements with Accountants in Accounting and Financial Disclosures for the years z0l9 and 2018. certain accounts in prior years have bern reclassified to conform with current year's presentation in consideration to PFRS.

Dividends

As provided for in our Article of Incorporation and ByJaws, no profit shall inure to the benefit of any of its stockholders, hence, no dividends shall be declared in their favor. Stockholders shall be entitled only to a pro-rata share of the assets of the corporation at the time ofthe dissolution ofthe corporation. 20

Recent Sales of Unregistered Securities

There was no sale of Club owned shares for the year 2019.

External Auditor

The extemal auditor of the Club is the accounting firm of Syscip, Gorres, Velayo & (SGV) Co. with address at SGV Building,6760 Ayala Avenue, Makati City. The same accounting firm is being recommended for re-appointment at the scheduled annual stockholders' meeting.

(a) Audit and Audit-Related Fees. The following were the professional fees billed for each of the last two fiscal years for professional services rendered by the external audit:

l. For the audit of the annual financial statements that are normally provided by SGV in connection with statutory and regulatory filing or engagements ofthe mentioned years,

z0t7 P370,000.00

2018 P400,000.00

2019 P400,000.00

2. There are no other assurance and related services by the external auditor that are reasonably related to the performance of the audit or review of the financial statements.

(b) All Other Fees. For the year 2019 and 201g, we engaged the services of the extemal auditor to observe the drawing of ping-pong balls for the Annual Super Rame of the Club for a fee of p20,000. 2t

(c) The Finance/Audit committee reviewed the audited financial statements before

approval by the Board of Directors based on the policies as provided in the Good Governance Code ofthe Club.

THE REGISTRANT SHALL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED ON THE WRITTEN REQUEST OF ANY SUCH PERSON A COPY OF THE REGISTRANT'S ANNUAL REPORT ON SEC FORM I7-A AND SHALL INDICATE THE NAME AND ADDRESS OF THE PERSON TO WHOM SUCH A WRITTtrN REQUEST IS TO BE DIRECTED. AT THE DISCRETION OF MANAGEMENT, A CHARGE MAY BE MADE FOR EXIIIBITS PROVIDED SUCH CHARGE IS LIMITED TO R,EASONABLE EXPENSES INCURRED BY THE REGISTRANT IN FURNISHING SUCH E)CIIBITS. Alabang Country Club, lnc. Acacia Avenue, Ayala AlabanS Village Muntinlupa City P.O. Box S352 Tel Nos. (02) 84235311o 39, Smart +639985879424, Globe +639U6569412 Email : [email protected]; [email protected]

STATI,MENT OF MANAG EMENT'S RESPONSIBILITY FOR FINANCTAI, S'TATEM[,NTS

The management of Alabang Country Club, lnc. is responsible for the preparation and fair presentation ofthe financial statements for the years ended December 3 l, 2019 and December 31 , 2018, in accordance with the prescribed financial reporting framework indicated therein.

This responsibility includes designing and implementing intemal controls relevant to the preparation and fair presentation offinancial statements that are free from matenal misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.

The Board of Directors reviews and approves the financial statements and submit the same to the stockholders or members. Sycip, Corres, Velayo & Co. (SGV), the independent auditors, appointed by the stockholders has examined the financial statements ofthe company in accordance with Philippine Standards on Auditing, and in its report to the stockholders or members, has expressed its opinion on the fairness of presentation upon completion ofsuch examination.

DOMINADORT. TIONGCO Chairman of the Board

EDUARDO G. UMULON President/ ve Officer

HOM B. PEREZ Treasurer

Siened this 19th dav ofFebruarv 2020 uAR03m SUBSCRIBED AND SWORN to belbre me this day of _ 2020 affiant exhibiti to me their Govemment Issued Identification Cards as follows: Name I.D. Tvoe & No. Date of Issue Place of Issue Dominador F. Tiongo OSCA No. 3847 Nov. 3,2013 Muntinlupa City Eduardo G. Sumulong Passport No. 8C7682041 May 6.297f-DRA Manila Homer B. Perez Driver's Lic. Nl l-72-037918 epri6,-29)3.,d++- ATTY. RE}HAN " RETAZ{ Doc. lts My Com. iia. NCl9-00i will enri on Dcc. 31, 2020 PageNo. ?7 Rcii of Attorncys No. 53')85 BookNo. l{0 IBP itio. 100837 on lar. 03, 2020 at PPLlil Series of 2020 PIft No. 3?34267 on iari, 02, 2020 at fiuntinlupa City [strcliitr Center, Ticnn Nucva Conrm. Cntr. AII[ang-7rnnh ll rl. Mrntinlrrnc fitv *

Alabang Country Club, lnc. (A Nonprofit Corporation)

Fina nciai Statements - December 31,2019 and 2018 and

Independent Auditor's Report

SGV Building a better working world

A nE nbar trm ol anEI I vor! Global Lrnitld -t

SyCD Gones Velayo & Co. Tel: (632) 891 0307 BOAJPRC Reg. No.0001 Fax (632) 419 0872 Ocrober zl. 201E, valld untilAugust 2zl, 2021 (Group A), SGV 1 226 Makatr Crty SEC Ac.redltation No. 0012-FR-5 Euildlnq a bett.r Philippines November 6. 2018. valid unlil November 5 2021 workind n/orld

INDEPENDENT AUDITOR'S REPORT

The Stockholders and Board ofDirectors Alabang Country Club, lnc.

Report on the Audit ofthe Financial Statements

0pinion

We have audited the financial statements ofAlabang Country Club, lnc. (a nonprofit corporation) (the Club), which comprise the statements of financial position as at December 3 l, 2019 and 2018' and the statements ofcomprehensive income, statements ofchanges in equity and statements ofcash flows for the years then ended and notes to the financial statemenls, including a summary ofsignificant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position ofthe Club as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with Philippine Financial Reporting Standards (PFRSs).

Basis for Opinion

We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our responsibilities under those standards are further described inlhe Auditor's Respons ibilities lor lhe Audit of the Financial Statenerrs section of our report. We are independent of the Club in accordance with the Code ofEthics for Professional Accountants in the Philippines (Code of Ethics) together with the ethical requirements that are relevant to our audit ofthe financial slatements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities ofMenagement and Those Charged with Governance for the Financial Statcmcnls

Managemenl is responsible for the preparation and fair presentation ofthe lnancial statements in accordance with PFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or eIrot.

In preparing the financial statements, management is responsible for assessing the Club's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Club or to cease operations, or has no realistic alternative but to do so.

Those charged with govenxrnce are responsible for overseeing the Club's financial reporting process.

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Auditor's Responsibilities for the Audit ofthe Firancial Statements

Our objectiyes are to obtain reasonable assurance about whethel the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a gualantee that an audit conducted in accordance with PSAs will always detect a material misstatement when it exists. Misstatements can arise fiom fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers laken on lhe basis of these fi nancial statements.

As part ofan audit in accordance with PSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

. ldentifu and assess the risks ofmaterial misstatement ofthe financial statements, whether due to fraud or erroi, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resuiting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

. Obtain an understanding ofinternal control relevanl to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness ofthe Club's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness ofmanagement's use ofthe going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Club's ability to continue as a going concern. [fwe conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosues in the financial statements or, ifsuch disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date ofour auditor's report. However, future events or conditions may cause the Club to cease to continue as a going concern.

. Evaluate the overall presentation, structure and content ofthe financial statements, including the disclosures, and whether the financial statements represent the underlying tmnsactions and events in a manner that achieves fair pr€sentation.

We communicate with those charged with governance regarding, among other matters, the planned scoPe and timing ofthe audit and significant audit findings, including any significant deficiencies in internal control that we identiS during our audit.

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Report on the Supplementary Information Required Under Revenue Regulations l5-2010

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information required under Revenue Regulations l5-2010 in Note 27 to the financial statements is presented for purposes of filing with the Bureau of lnternal Revenue and is not a required part ofthebasic financial statements Such information isthe responsibility ofthe -unig"r.nt ofAlobang Country Club, tnc. The information has been subjected to the auditing procedures applied in our audit ofthe basic financial statements. ln our opinion, the information is fairly itut"d, in all material respects, in relation to the basic financial statements taken as a whole.

SYCIP GORRES VELAYO & CO,

{.rb, W /', 4,r,t Peter John R. Ventura 't Partner CPA Certificate No. 0l13172 SEC Accreditation No. 1735-A (Group A), January 15,2019, valid until January 14,2022 Tax ldentification No. 301- 106-741 BIR Accreditation No. 08-001998- 140-2018, December 17, 2018, valid until December 16, 2021 PTR No. 8 1253 I5, January 7, 2020, Makati City

February 19, 2020

ililIililil il iltilil ilil til fl]ililffi llililil tfl Itil a mnte. ri.n ot En6r 3. Yol]'g Gtsbdl L n$.d ALABAI\G COUNTRY CLUB, INC. (A Nonpmfit Corporation) STATEMENTS OF FINANCIAL POSITION

December 3l 20t9 2018

ASSETS

Current Assets Cash (Note 4) P41,17 t,495 F39,588,764 Receivables (Note 5) 61,657,307 4s,169,099 lnventories (Note 6) 1,989,350 2,300,753 Debt instruments at fair value through other comprehensive income (FVOCI) (Note 8) 10,945,632 9.976,000 Other current assets (Note 7) 10,507,384 r 6,309,895 Total Current Assets t26,271,168 I t3,344,5t I

Noncltrrellt Assets Debt instruments at FVOCI (Note 8) 22,200,410 39,611,820 Property and equipment (Note 9) 426,100,252 410,913,'7 40 Software costs (Note l0) 516,701 961,2U Retirement plan assets (Note 2l) 2,631,3 r0 t0,272,t8t Deferred tax assets - net (Note 24) 10,455,042 9,541 ,07 5 Other noncurrent assets (Note I l) t,300,242 t,809,777 Total Noncurre[t Ass€ts 463 957 473,109,804

TOTAL ASSETS P589,4 75,125 Fs86,4s4,315

LIABILITIES AND EQUITY Current Liabilities Trade and other payables (Note l2) F141,684,071 ?143,060,652 Playing rights deposits (Note l3) 2 r,000,000 19,097,000 Contract liabilities (Note l6) t9,t83,1l4 t5,40t,740

Total Liabilities 181,867,18s t77,559,392 Equity Capital stock - no par value (Note 14) 3r3,053,187 313,053,187 Share premium (Note 14) 10,6 t6,149 t0,616,149 Treasury shares (Note 14) ( 13,042,05 r ) ( 13,042,0s l) Accumulated excess ofrevenues over costs and expenses 100,956,495 97,8t6,464 Other comprehensive income (Notes 8 and 2l ) (3,975,840) 45 t,t74 Total E u 107 940 408 894 923

TOTAL LIABILITIES AND EOUTTY P589,475,r25 P586,454,315

See acco,npanying Noles to Financial Slatetnents

ilililflililfltililf,1tiltililIiltilffi tliltil]ril| ALABANG COUNTRY CLUB, INC. (A Non rofit Corporation) STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 3l 2019 20 t8

REVENUES Revenue from contracts with customers (Note l5) P206,691,970 P r74.882,008

COSTS AND EXPENSES Costs ofsales and services (Note l8) 133,684,504 t2t,440,565 Ceneral and administrative expenses (Nore l9) 82,76J,510 80,223,463 216,44E,014 201.664,028

OPERATING LOSS (9,7s3,044) (26;182,020)

OTHER INCOME (CHARGES) - net Rental income (Note 22) 12,338,782 I I,651,29i lnterest income (Notes 4 and 8) 1,877,835 2,974,039 Net interest hcome on retirement benefit (Note 2l) 760,142 270,616 Gain (loss) on disposal of: Debt instruments at FVOCI (Note 8) t t7,654 (e 18,s88) Property and equipment (Note 9) 8r,000 45,500 Others 503,37r 5t9,423 15,678,784 t4,542.283

TNCOME (LOSS) BEFORE INCOME TAX 5,925,7.10 12.239.737',1

PROVISION FOR (BENEFIT FROM) INCOME TAX (Nore 24) Current r,802,385 t,486,447 Deferred 983,324 (3,883,999) 2,785,109 (2.397,ss2\

NET INCOME (LOSS) F3,1,10,031 (f9,842, r85)

(Forward)

|IlilluIlilI 2-

Years Ended December 3l 2019 2018

OTHER COMPREHENSIVE INCOME (LOSS) Other comprehenstue income (loss) to be reclassifed to Profit or loss in subsequent Periods: Unrcalized valuation gains (losses) on debt instruments at FVOCI (Note 8) F3,5s8,222 (?3,999,328) Income tax effect (Note 24) 0,067,467) r, r99,798 2,490.755 (2.799.530)

Other comprehensive income (loss) not lo be reclassified to profit or loss in subsequent periods: Actuarial gains (losses) on retirement benehts obligation (Note 2l) (9,882,s27) 4,295,335 lncome tax effect (Note 24) 2,964,758 ( l.288,600) (6,917,169\ 3,006,735

TOTAL OTHER COMPREHENSIVE INCOME (LOSS) (4,427,0t4\ 207 ,205 TOTAL COMPREHENSIVE LOSS (FI'286'983)'- (P9,634,980)

See accot lpanying Notes to Financiol Slalements

trlilIIlllil ALABANG COUNTRY CLUB, INC. (A Nonp rofit Corporation ) STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 3I, 20I9 AIID 2018

Other comprchcnsive income flnrasli?td Actueriel Accumulet.d Valuatior Gair C&in (Lods) on ) Ercess of (Lo6s) on Dcb( Rctircmenl Trarsury RarGnues hstrumanl! .t Benefits Sharas Ovar CGts FVOCI Obligrtion Crpit{l Stock Shrrc Pr.mium 'I (N r{) (Not. 14) (Notc l,ll rnd Erpansas (Not. t) (Not.2l) otal

(F27,035) F,l04.942.403 At January l, 2018 P313.053.187 F1.428.649 Gt9342.05t) F107.658.649 P27r.004 (9,842,lE5) Net lo6s for the year (9,842.r85) (2,799 201.205 Other comprehellsi ve incom€ (loss) 53 0) 3.006.735 (9,634,980) Total comprehensive income (loss) (9,842,r8s) (2,79e,s30) 3,006,735 t3.587.500 Sale oltreasury shares (Nolc l4) 7 I87.500 6.4

(2, 408,894,923 At D€cember 31. 2018 3 r3,053,I E7 10.616.t49 (L3,042.051) 97.8t6,464 528,526) 2,979,700 Net incorne for the vear J,lt0,03l 3.1{0,031 (6.911.769\ Other compre hensive income (loss) t.1..127.011) (6.911,169\ .2E6.983) Tolal compre hensiv. in@me (lo6s) J.l{0.031

(33,93E,069) F{07,607,9{0 At Decsmber 31, 2019 Irt 13,05f,,187 Pl0.6l6.l{9 (P13,0{2,05 lt F100,956,495 (tl7.11i

See acconpanytng Noles lo Fihancial Slatenenls. )

iltl[l|ililililflllllllilrullflilI ALABAIIG COUNTRY CLUB, INC. (A Nonprofit Corporation) STATEMENTS OF CASH FLOWS

Years Ended December 3l 2019 2018 CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax *s,925,740 (?t2,239,737) Adjustments for: Depreciation ofproperty and equipment (Note 9) 40,s84,200 37,029,6s4 Movements in retirement plan assets (2,241,6s6) (1,229,208) lnterest income (Notes 4 and 8) (l,E77,83s) (2,974,039) Amortization ofsoftware costs (Note l0) 444,510 |,202,7 t3 Loss (gain) on disposal of; Debt instruments at FVOCI (Note 8) (tt7,6s4) 918,588 Property and equipment (Note 9) (81,000) (45,500) Loss on write-off ofreceivables (Note 5) 52,910 Unrealized foreiqn exchange losses 3.621 Operating income before working capital changes 42,689,2ts 22,666,092 Decrease (increase) in: Receivables (16,s98,364) 5,623,401 Invenlories 3l 1,403 478,359 Other current assets 4,000,126 1,30t,673 Other noncurent assets s09,535 250,073 Increase (decrease) in: Trade and other payables (r,376,s81) t4,7 t7.254 Playing rights deposits 1,903,000 1.517.000 Contract liabilities 3.78t ,374 2,53 1,300 Net cash flows genemted from operating activities 35,219,708 49,085,152 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (Note 9) (55,170,712) ( r08,437,161) Proceeds from: Disposal ofdebt instruments at FVOCI (Note 8) l0, r 17,654 29,08t,4t2 Maturity of debt instruments at FVOCI (Note 8) 10,000,000 Sale of property and equipment (Note 9) 8l,000 45,500 Interest received l,935,081 3.23 t,047 Net cash flows used in investing activities (33,636,977) (76,079,?02) CASH FLOW FROM A FINANCING ACTIVITY Proceeds from sale oftreasury shares (Note 14 P- F 13,587,500 NET INCREASE (DECREASE) IN CASH 1,582,731 (13,406,550) EFFECTS OF FOREIGN EXCHANGE RATE CHANGES ON CASH (3,62t)

CASH AT BEGINNING OF YEAR 39 s88 764 52 998 935

CASH AT END OF YEAR (Notc ]) P4l,t7l,49S F39,588,764

See accomp(uying Notes to Fi ancial Statenents.

iltilfl til u iltffi ilffi Iiltilil tilffi tililuililt ffi ALABANG COUNTRY CLUB, INC. (A NoDp rofit Corporation) NOTES TO FINANCIAL STATEMENTS

Corponte Information

Alabang country club, lnc. (the club) is a nonprofit corporation duly registered with the PhitipPine Securities and Exchange Commission (SEC) on September 26, 1978. lt is organized and operated exclusively for social, iecreational, and athletic activities on a nonprofit basis among its stockholders. on January 3 l, 1979, the SEC ganted the club a secondary license to sell its securities to the Public.

The Club is exempt from payment of income tax on income received from social, recreational, and athletic activities on a nonprofit basis provided that no part ofthe Club's income shall inure to the benef ofany of its members, trustees and officers. Under Section 30 (E) ofthe Tax Reform Act of 1997, an organization organized for recreational, sports and athletic activities shall be exempt from payment of income tax on income received from aforementioned activities.

on August 3,2012, the Bureau oflnternal Revenue (BlR) has issued Revenue Memorandum circular (RMC) No. 35-2012 clarifuing that clubs organized and operated exclusively for pleasure, recrealion and other non-profit purposes are subject to income tax and value-added tax (VAT) on their income from whatever source, including but not limited to membership fees, assessment dues, rental income, and service fees.

On August 13, 2019, the Supreme Court declared that membership fees, assessment dues, and fees of similar nature collected by Clubs which are organized and operated exclusively for pleasure, recreation, and other nonprofit purposes do not constitute as: (a) "the income ofrecreational clubs form whatever source" lhat are "subject to income tax"; and (b) part ofthe "gross rec€ipts of recreational clubs" that are "subject to VAT". The Club is currently assessing the implications ofthe Supreme Court ruling.

On January 25, 2017, the Board ofDirectors (BOD) approved the proposed timetable for the Golf Course repair project with March 16, 2017 as the commencement date of the closure ofthe phase I coyering the first nine (9) holes. The phase I ofthe GolfCourse repair project was completed in September 2018. The repair ofphase 2 or the last nine (9) holes commenced after the completion of phase I and was completed in May 2019.

The registered office address ofthe Club is Acacia Avenue, Ayala Alabang Village, MuntinluPa City.

The financial statements ofthe CIub as at December 3 | , 2019 and 20 l8 and for the years then ended were approved and authorized for issuance by the BOD on February 19, 2020.

2. Basis ofPreparation, Statement ofCompliance and Summary ofSignificant Accounting Policies

Basis ofPreparation The financial statements ofthe Club have been prepared on a historical cost basis, except for debt instruments at fuir value through other comprehensive income (FVOC[) that have been measured at fair value. The financial statements are presented in Philippine peso (P), which is the Club's functional and presentation currency. All values are rounded to the nearest peso, except when otherwise indicated.

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Statement of Compliance The financial statements ofthe club have been prepared in compliance with Philippine Financial Reporting Standards (PFRSs).

Changes in Accountine Policies and Disclosures The aicounting policies adopted are consistent \.r,/ith those ofthe previous financial year, except that the Club has adopted the following new accounting pronouncements starting January l' 2019. Adoption ofthese pronouncements did not have any significant impact on the Club's financial position or performance unless otherwise indicated.

PFRS 16, Leases

PFRS t6 supersedes PAS 17, Leases, Philippine Interpretation IFRIC 4, Determining whether qn Arrangement contains a Lease,Philippine Interpretation SIC'l5, Operating Leases-lncenlives and Philippine lnterpretation SIC-27, Evaluating lhe Substance ofTransactions lnvolving the Legal Forn of o Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognize most leases on the statement of financial position.

Lessor accounting under PFRS l6 is substantially unchanged from today's accounting under PAS 17. Lessors will continue to classifl all leases using the same classification principle as in PAS l7 and distinguish between two types of leases: operating and finance leases. Therefore, PFRS l6 did not have an impact for leases where the entity is the lessor.

These amendments had no impact on the financial statements ofthe Club

Philippine lnterpretation tFRIC-23, Uncerlainty over Income Tax Treatmenls

Amendments to PFRS9, Prepayment Features wilh Negative Compensdtion

Amondments to PAS 19, Emplctyee BenertB, Plan AmenLlment, Curlailment or Seltlemenl

Amendments to PAS 28, Long-term lnterests in Associales and Joinl yentures

Annual lmprovemenls to PFRSI20l5-2017 Cycle

Amendments to PFRS 3, Ezsrress C'olzbinalions, and PFRS ll,Joint Arrangemenls, Pre ously Held lnterest in aJoinl Operqtion

Amendments to PAS 12, lncone Tax Consequences of Payments on Financial Instruments ClassiJied as Equity

Amendments to PAS 23. Borrowing Costs, Borrowing Costs Eligiblefor Capilqlization

Standards and Interpretations Issued but not yet Effectiv€ Pronouncements issued but not yet effective are listed below. Unless otherwise indicated, the Club does not expect that the future adoption ofthe said pronouncemenls will have a significant impact on its financial statements. The Club intends to adopt the following pronouncements when they become effective.

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Efrective beginning on or after January l, 2020

Amendments to PFRS 3, Definilion ofa Business

The amendments to PFRS 3 clarifr the minimum requirements to be a business, remove the assessment ofa market participant's ability to replace missing elements, and narrow the definition of outputs. The amendments also add guidance to assess whether an acquired process is substantive and add illustrative examples. An optional fair value concentration test is introduced which permits a simplihed assessment ofwhether an acquired set ofactivities and assets is not a business.

An entity applies those amendments prospectively for annual reporting periods beginning on or after January l, 2020, with earlier application p€rmitted.

Amendments to PAS l, Presenlation of Financial Statements, and PAS 8, Accounting Policies, Changes in Accounting Estimales and Errors, Definition of Material

The amendments refine the definition ofmaterial in PAS I and align the definitions used across PFRSs and other pronouncements. They are intended to improve the understanding ofthe existing requirements rather than to significantly impact an entity's materiality judgements.

An entity applies those amendments prospectively for annual reporting periods beginning on or after January l, 2020, with earlier application p€rmitted.

Elleclive beginning on or after Jammry l, 2021

PFRS l7 - lnsurance Contracts

PFRS l7 is a comprehensive new accounting standard for insuranc€ contracts covering recognition and measurement, presentation and disclosure. Once effective, PFRS lTwillreplace PFRS 4, lnsurance Conlracls. This new standard on insurance contracts applies to all types of insurance confiacts (i.e., life, non-life, direct insurance and re insurance), regardless ofthe type of entities that issue them, as well as to certain guarantees and financial instruments with discretionary participation featues. A few scope exceptions will apply.

The overall objective ofPFRS l7 is to provide an accounting model for insurance contracts that is more useful and consistent for inswers. ln contrast to the requirements in PFRS 4, which are largely based on grandfathering previous local accounting policies, PFRS l7 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects. The core of PFRS l7 is the general model, supplemented by:

A specific adaptation for contracts with direct participation features (the variable fee approach) A simplified approach (the premium allocation approach) mainly for short-duration contracts

PFRS l7 is effective for reporting periods beginning on or after January l, 2021, with comparative figures requted. Early application is permitted.

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Deferred effectivity

Amendments to PFRS 10, Consolidated Finqncisl Slatements, and PAS 28, Sale or Contribttlion of Assets bet,eeen an lnvestor and ils Associate or Joint l/enture

The amendments address the conflict between PFRS l0 and PAS 28 in dealing with the loss of control ofa subsidiary that is sold or contributed to an associate orjoint venture. The amendments clarif that a full gain or loss is recognized when a transfer to an associate or joint venture involves a business as defined in PFRS 3. Any gain or loss resulting from the sale or contribution ofassets that does not constitute a business, however, is recognized only to the extent of unrelated investors' interests in the associate orjoint venture.

On January t3, 2016, the Financial R€porting Standards Council deferred the original effective date ofJanuary l, 2016 ofthe said amendments until the lnternational Accounting Standards Board (IASB) completes its broader review ofthe research project on equity accounthg that may result in the simplification ofaccounting for such transactions and ofother aspects ofaccounting for associates andjoint ventures.

Summarv of Sisnificant Accountins Policies

Current versus non-current classification The Club presents assets and liabilities in the statement offinancial position based on current and noncunent classification. An asset is curent when it is: . Expected to be realized or intended to be sold or consumed in the normal operating cycle; o Held primarily for the purpose oftrading; . Expected to be realized within l2 months after the reporting period; or . Cash and cash equivalents unless restricted from being exchanged or used to settle a liability for at least l2 months after the reporting period.

All other assets are classified as noncurrent.

A liability is current \Yhen: . It is expected to be settled in the normal operating cycle; o lt is held primarily for the purpose oftrading; o It is due to be settled within l2 months after the reporting period; or o There is no unconditional right to defer the settlement ofthe liability for at least l2 months after the reporting period

The Club classifies all other liabilities as noncurrent

Deferred tax assets and liabilities are classified as noncurrent assets and liabilities

Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument ofanother entity.

rffiiilrflilililtililtiltttuilt -5-

Initial Recognition and M€asurement ofFinancial Assets Financial assets are measured at fair value on initial recognition, and are subsequently measured at amortized cost, FVOCI, and fair value through profit or loss (FVTPL).

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Club's business model for managing the financial assets. With the exception oftrade receivables that do not contain a significant financing component or for which the Club has applied the practical expedient, the Club initially measures a financial asset at its fair value plus, in the case of financial assets not at FVTPL, transaction costs. Trade receivables that do not contain a significant financing component or for which the Club has applied the practical expedient are measured at the transaction price determined under PFRS 15. ln order for a financial asset to be classified and measured at amortized cost or FVOCI, it needs to give rise to cash flows that are S PPI on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

The Club's business model for managing hnancial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines wheth€r cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales ofhnancial assets that require delivery ofassets within the period generally established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date that the Club commits to purchase or sell the asset.

The Club's financial assets are in the nature of financial assets at amortized cost and FVOCI. As at December 3 l, 2019 and 2018 the Club has no financial assets classified as FVTPL.

Subsequent Measurement of Financial Assets For purposes of subsequent measuement, fuuncial assets are classified in four categories: o Financial assets at amortized cost (debt instruments) o Financial assets at FVOCI with recycling of cumulative gains and losses (debt instruments) o Financial assets designated at FVOCI with no recycling ofcumulative gains and losses upon derecognition (equity instruments) . Financial assets at FVTPL

Financial qssels qt amortized cost (debt instrumenls) The Club measures financial assets at amortized cost ifboth ofthe following conditions are met: o The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and . The contractual terms ofthe financial asset give rise on specified dates to cash flows that are solely payments ofprincipal and interest on the principal amount outstanding.

Fiflancial assets at amortized cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

The Club's financial assets at amortized cost includes receivables and refundable deposits included under "Other current assets" and "Other noncu.rrent assets" accounts (see Notes 5, 7 and I I ).

ffilffiilufl]ilililtilffiilt]ill 6-

Financial assets at FVOCI (debt instrunents) The Club measures debt instruments at FVOCI if both the follo\ying conditions are met: . The financial asset is held within a business model with the objective ofboth holding to collect - contractual cash flows and selling; and . The contractual terms ofthe financial asset give rise on specified dates to cash flows lhat are SPPI on th€ principal amount outstanding.

For debt insruments at FVOCI, int€rest income and impairment losses or reversals are recognized in profit or loss and computed in the same manner as for financial assets measured at amortized cost. The remaining fair value changes are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is recycled to profit or loss.

The Club's debt instruments at FVOCI includes investments in quoted debt securities (see Note 8)

Derecosnition of Financial Assets A financial asset (or, where applicable, a part ofa financial asset or part ofa group of similar financial assets) is derecognized (i.e. removed from the Club's statem€nt offinancial position) when: . the rights to receive cash flows from the asset have expired; or . the Club has transfened its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) has transferred substantially all the risk and rewards ofthe asset, or (b) has neither transfered nor retained substantially all the risks and rewards of the asset, but has ransferred control ofthe asset.

Where the Club has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it eyaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially allth€ risks and rewards ofthe asset, nor transferred control ofthe asset, the Club continues to recognize the transferred asset to the extent of its continuing involvemenl in the asset. [n that case, the C lub also recognizes an associated liability. The transferred assel and the associated liability are measured on a basis that reflects the rights and obligations that the Club has retained.

Continuing involvement that takes the form ofa guarantee over the transferred asset is measured at the lower ofthe original carrying amount ofthe asset and the maximum amount ofconsideration that the Club could be required to repay.

Impairment of Financial Assets The Club recognizes an allowance for expected credit loss (ECL) for all debt instruments not held at FWPL. ECLs are based on the difference between the contractual cash flo*s due in accordance with the contract and all the cash flows that the Club expects to receive, discounted at an approximation of the original ElR. The expected cash flows will include cash flows from the sale ofcollateral held or other credit enhancements that are integral to the contractual terms.

ECLS are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next l2-months (a l2-month ECL). For those credit exposures for which there has been a significant increase in credit risk sirce initial recognition, a loss allowance is required for credit losses expected over the remaining life ofthe exposure, irrespective of the timing of the default (a lifetime ECL).

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For receivables and refundable deposits, the Club applies a simplified approach in calculating ECLs Therefore, the Club does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. TheClubhas established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

For debt instruments at Fvoct, the Club applies the low credit risk simplification. At every reporting datg the Club evaluates whether the debt instrument is considered to have low ffedit risk using all reasonable and supportable information that is available without undue cost or effort. In making that evaluation, theClub reassesses the internal credit rating ofthe debt instrtrment. In addition, the Club considers that there has been a significant increase in credit risk when contractual payments are more than 30 days past due.

The Club's debt instruments at FVOCI comprise solely ofquoted bonds that are graded as investment category and thereforg are considered to be low credit risk investments. It is the Club's policy to measure ECLs on such instruments on a l2-month basis. However, when there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECL. The Club uses the ratings fiom reputable market based agency both to determine whether the debt instrument has significantly increased in credit risk and to estimate ECLs.

The Club considers a financial asset in default when contractual payments are more than 120 days past due. However, in certain cases, the Club may also consider a financial asset to be in default when internal or external information indicates that the Club is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the CIub. A hnancial asset is written off when there is no reasonable expectation ofrecovering the contractual cash flows.

The Club recognizes an impairment gain or loss in the prof,rt or loss for all financial instruments \.r',ith a corresponding adjustment to their carrying amount through a loss allowance account, except for inyestments in debt instruments that are measured at FVOCI, for which the loss allowance is recognized in OCI and accumulated in the unrealized valuation gain (loss) on debt instruments at FVOCI, and does not reduce the carrying amount ofthe financial asset in the statement offinancial position.

Definition ofdefauh The Club considers the following as constituting an event ofdefault for internal credit risk managem€nt purposes as historical experience indicates that receivables that meet either ofthe following criteria are generally not recoverable. o when there is a breach offinancial covenants by the counterparty; or o information developed internally or obtain€d aom €xternal sources indicates that the debtor is unlikely to pay its creditors, including the Club, in full (without taking into account any collaterals held by the Club).

Inespective ofthe above analysis, the Club considers that default has occurred when a financial asset is more than 120 days past due unless the Club has reasonable and supportable information to demonstrate that a more conservative default criterion is more appropriate.

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C re dit i mp a i re d -fi na nc ia I ass e I s A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows ofthat financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about th€ following events: a) significant financial difficulty ofthe issuer or the borrower; b) a breach ofcontract, such as a default or past due event; c) the lender(s) ofthe borrower, for economic or contractual reasons relating to the borrower's financial diffi culty, having d) granted to the borrower a concession(s) that the lender(s) would not otherwise consider; e) it is becoming probable that the borower will enter bankruptcy or other financial reorganization; or 0 the disappearance of an active market for that hnancial asset because of financial diffrculties.

The Club implements a policy on its receivables, wherein members in the delinquent list or those with accounts that are past due for more than 120 days are reported to the BOD. The respective shares of th€ members or ofthejuridical entities they represent shall be ordered sold by the BOD, through an auctioq to satisry the claims ofthe Club.

Write-off policy The Club writes offa hnancial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect ofrecovery, e.g. when the counterparty has been placedunder liquidation or has entered into bankuptcy proceedings. Financial assets written off may still be subject to enforcement actiyities under lhe Club's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss.

Financial Liabililies lnitial Recosnition and Measurement of Financial Liabilities Financial liabilities are classified al initial recognition, as financial liabilities at FVTPL, loans and borrowings, payables, or as derivative designated as hedging instruments in an effective hedge, as appropriat€.

All financial Iiabilities are recognized initially at fair value and, in case of loans borrowings and payables, net of directly attributabl€ transaction costs.

The Club has no financial liabilities at FVTPL and derivative instruments as at December 31, 2019 and 2018.

Subseouent Mgasurement of Financial Liabi lities The measurement of financial liabilities is described below:

Loans and borrowings and Payables This is the category most relevant to the Club. After initial recognition, loans and borowings and payables are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part ofthe EIR. The EIR amortization is included as finance costs in profit or loss.

This category applies to trade and other payables and playing rights deposits (see Notes 12 and l3).

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Derecognition of Financial Liabilities A hnancial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition ofthe original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in profit or loss.

Offsettinq of Financial lnstruments Financial assets and financial liabilities are offset and the net amount reported in the slatement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention lo settle on a net basis, or to realize the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and Iiabilities are presented gross in the Club's statement offinancial position.

Fair Value Measurement The Club measures financial instruments such as debt instruments at FVOCI at each end ofthe reporting period.

Fair value is the price that would b€ received to sell an asset or paid to transfer a liability in an orderly transaction between mark€t participants at the measuremeflt date. The fair value measurement is based on lhe presumption that lhe transaction to sell the asset or transfer the liability takes place either: o In the principal market for the asset or liability, or; . In the absence ofa principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Club. The fair value ofan asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement ofa non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Club uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use ofrelevant observable inputs and minimizing the use ofunobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: . Level I - Quoted (unadjusted) market prices in active markets for identical assets or liabilities o Level2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable . Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Club determines whether transfers have occurred between levels in the hierarchy by re- assessing categorization (based on the lowest leyel input that is significant to the fair value measurement as a whole) at the end of each reporting period.

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For the purpose of fair value disclosures, the Club has determined classes ofassets and liabilities on the basis ofthe nature. characteristics and risks ofthe asset or liabiliw and the level ofthe fair value hierarchy, as explained above. lnventories Inventories are valued at the lower of cost and net realizable value (NRV). NRV of gasoline, candies and magazines is the estimated selling price in the ordinary course ofbusiness, less estimated costs necessary to make the sale, considering any adjustment necessary for inventory obsolescence. NRV ofsupplies and spare parts is the current replacement cost.

Costs incurred in bringing gasoline, candies and magazines, supplies, spare parts and each product to its present location and condition are accounted for using the first-in, hrshout method.

Propeqv and Equipment Property and equipment, except for land, is stated at cost, excluding the cost ofday-tG.day servicing, less accumulated depreciation and any accumulated impairment in value.

Land is stated at cost, less any impairment in value. The cost of property and equipment includes the cost ofreplacing part ofsuch property and equipment when the costs are incurred and ifthe recognition criteria are met.

The initial cost of property and equipment comprises its purchase price, including import duties and nonrefundable purchase taxes and any directly atributable costs of bringing the asset to its working condition and location for its intended use. Such cost includes the cost ofreplacing part ofsuch property and equipment when the cost is incured ifthe recognition criteria are met. Expenditures incurred after the property and equipment have been put into operations, such as repairs and maintenance, ale normally charged to income in the period when the costs are incurred.

In situations, where it can be clearly demonstrated that the expenditures have resulted in an increase in the future economic benefits expected to be obtained ftom the use ofan item of property and equipment beyond its originally assessed standard ofperformance, the expenditures are capitalized as additional cost of property and equipment. Major maintenance and major overhaul costs that are capitalized as part of property and equipmeDt are depreciated on a straight-line basis over the shorter oftheir estimated useful lives, typically the period until the next major maintenance or inspection.

Depreciation ofproperty and equipment begins when it becomes available for use, i.e., when it is in the location and condition necessary for it to be capable ofoperating in the manner intended by management.

Depreciation ceases when the assets are fully depreciated or at earlier ofthe date that line item is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with PFRS 5, Noncurrent Assets Heldfor Sole and Discontinued Operalions, andlhe dale the item is derecognized.

milnilmI -24-

As ofDecember 3 t, 2019, details ofdebt instruments at FVOCI are as follows:

Maturity Coupon Rate Government debt securities 2023 3.25o/o Corporate debt securities SM Prime Holdings, Inc. 2020 - 2021 4.5lVo - 5.10o/o Filinvest Land Inc. (FLI) 2022 5.360/o Manila Electric Company (MERALCO) 2025 4.88o/o Long-term negotiable deposits 2020 4.00%

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Depreciation are calculated on a straight-line method over the estimated useful lives ofthe property and equipment as follows:

Estimated useful Category life in years Building and improvements 3to50 Sports and recreational facilities 3 to 20 Household equipment 5tol0 Furniture, fxtures and equipment 3to5 Transportation equipment 5

The assets' estimated useful lives and depreciation method are reYiewed periodically to ensure thal the periods and method of depreciation are consistent with the expected pattern ofeconomic benehts from items ofproperty and equipment.

Construction in-progress, included in property and equipment, is stated at cost. This includes the cost ofthe construction ofproperty and equipment and other direct costs. Construction in'progress is not depreciated until such time the relevant assets are completed and become available for use

When items ofproperty and equipment are retired or otherwise disposed of, the cost and related accumulated depreciation and any impairment in value are removed from the accounts and any resulting gain or loss is credited to or charged to profit or loss.

An item ofproperty and equipment is derecognized upon disposal or when no future economic benefits ar€ expected from th€ continued use of asset. The carrying cost and related accumulated depreciation and any impairment in value ofthe asset are eliminated from the accounts. Any gain or loss arising on derecognition ofthe asset (calculated as the difference between the net disposal proceeds and carrying amount ofthe asset) is included in proltt or loss in the year the asset is derecognized.

Fully depreciated assets are retained in the accounts until they are no longer in use and no fifther depreciation is charged to current operations.

Software Costs Software cost acquired separately are measured on initial recognition at cost. The initial cost of software consists of its purchase price, including import duties, taxes and any direclly attributable cost of bringing the assets to its working condition and location for intended use. Subsequently, software costs are carried at cost less accumulated amortization and any accumulated impairment loss.

Software cost is amortized on a straightJine basis over its estimated useful life offive (5) years. Costs associated with the deyelopment or maintenance of software cost programs are recoglized as expense when incured in profit or loss.

Software cost is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use ofthe asset. Any gain or loss arising on derecognition ofthe asset is included in profit or loss in the year ofderecognition.

Imoairment of Prooertv and Eouipment and Computer Software The Club assesses at each end ofthe reporting period whether there is an indication thal property and equipment and software costs may be impaired. Ifany such indication exists and where the carrying values exceed the estimated recoverable amounts, the assets or cash generating units (CCU) are

u|uffiIflililfiilullffi]tuttl - t2-

wntten down to their estimated recoverable amounts. The estimated rs the greater of fair vatue t":o,erablere amount tess cosr i., .Ji;1.:;:':l-value :.I T]'1t:o of an asser amount in use. The fair value obtainable fro. trr. sat. or lo-s-.^iland less cosl to sell is the :11:_:r,*r,,..r,,r,.p,*i,iil,::fi.X,lli[g!;.i.:fl lil:T:.Jiiln*i::l;":1,;li;it", tr," oit'*.iii,o. ;T:lil#iffilfJ.1,X.fln1ll,t::I;f'ri,p,'"r"t ""a rn assessing varue in use, ,.n.",, .,.,.ni-,,i.i.ffiffiij;il:1h..:;*::fiI*,r I}:l an asset :,,:i ;: xl*:illiti"r. that does not generate rareery independent cash inno*r.'ti...tirured recoverabre ":t determined for the CcU to whichihe amount is asset'berongs. Irp"irr.ri are loss in those i"r# recognized in profit or expense categories consislent with tie n^ *i;"" irp"ired "i:iir. asset. A previously recognized impairment loss.is reversed by a credit to curreDt operations to the extent that it does not restate the asset to a carrying amount ii ex."r, oi *ili **ra haye been determined (net ofany accumurated depreciation) hia n'o impairment rort ii", .""ognrr.d for the asset in prior years.

Capital Stock Common shares are classified as equity. Incremental costs directry attributable to the issue of new common stock are shown in equity as a deduction, net oftax, from the proceeds.

T Shares own capital stocks which are reacquired (treasury shares) are recognized al cost and deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue, or cancellation of the Club's own capital stock. Any difference between the cost and the consideration, if reissud is recognized in the share premium.

Accumulated Excess of Reyenue Over Costs and Expenses Accumulated excess ofrevenue ovel costs and expenses represents accumulated net profrts (losses).

Other Comorehensive Income OCI comprises items of income and expense (including items previously presented under the statement ofchanges in equity) that ar€ not recognized in profit or loss for the year in accordance with PFRSS.

Revenue Recognition Revenue from contracts with cuslom$s is recognized when control ofthe goods or services are transferred to the customer at an amount that reflects the consideration to which the Club expects to be entitled in exchange for those goods or senices. The Club has generally concluded that it is the principal in its revenue arrangements, except for the concessionaire services, because it typically controls the goods or services before transferring them to the customer.

The disclosures of significant accounting judgements, estimates and assumptions relating to revenue from contracts with customen are provided in Note 3.

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The following are the Club's performance obligations:

Membership Dues and Assessments Revenues are recognized over time when membership dues and assessments are due and demandablg ..contracl net of any discount. Any advance payments are recorded under liabilities" account in the statement of financial position.

(i) Yarioble Consideration a. Discount on annual dues and assignees fees are provided to the members when they pay the annual dues in advance within a certain period. The discount is equivalent to one month membership dues and is presented as a reduction to the revenue recognized. b. Discount on prompt payments for food and beverage paid in full one month after consumption. To estimate the variable consideration for the expected discount on prompt payments, the Club applies the most likely amount.

(i i) S ignifi cant financ ing component Generally, the Club receives advance payments of membership dues from its members. Usingthe practical expedient in PFRS 15, the Club does not adjust the promised amount ofconsideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less.

Sports and Recreation and Corporate Services Revenues are recognized overtime when the related services have been rendered.

Sale ofGoods Revenues are recognized at a point in time when the control ofthe goods has transferred to the customer, being at the point the customer purchases the goods.

Concessbn Income Revenues are recognized at a point in time when the concessionaire has deliver the goods to the customer and the related services have been rendered. The amount of the commission income is based on lhe terms ofthe concessionaires' agreements. The Club acts as an agent on its concession agreements since it does not haye control over the specified goods or services that will be delivered by the concessionaires to its customers.

Rewnue from Special Evenls and Bqnquel Seryices Revenue is recognized oyertime when the related services have been rendered.

Patronage Fees Revenues are recognized at a point in time (i.e. semiannually) upon determination ofthe expired and unconsumed portion ofthe minimum required purchase of food and beverage, subject to the Club's policy. Any advance payments are recorded under "Contract liabilities" account in the statement of financial position.

Renlal Income Rental income is recognized on a straightline basis over the lease agreement

lnterest lncome lnterest is recognized as the interest accrues, on a time proportion basis, taking into account the effective yield on the asset.

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Contract balances Receiyebles A receivable represents the club's right to an amount ofconsideration that is unconditional (i.e., only the passage of time is required before payment ofthe consideration is due).

Contracl assets A contract asset is the right to consideration in exchange for goods or servicas transferred to the customer. lfthe Club performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a conhact asset is recognized for the earned consideration that is conditional.

Contract liabililies A contract liability is the obligation to transfer gooG or services to a customer for which the Club has received consideration (or an amount ofconsideration is due) from the customer. Ifa customer pays comideration before the Club transfers goods or services to the customer, a contract liability is recognized when the payment is mad€ or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Club performs under the contract.

Cost and Exoenses Cost and expenses are decreases in economic benefits during the accounting period in the form of outflows or decrease of assets or incurrence of liabilities lhat result in decreases in equity, other than those relating to distributions to equity participants. Expenses are generally recognized in the period they are incurred.

Costs of sales and senices Costs ofsales are recognized when the goods are sold to the customers. Cost ofsales includes the cost ofinventories. Cost ofservices are recognized when related services have been rendered.

General qnd administrative General and administratiye expenses are incured in the direction and general administration of day-tc.day operations ofthe Club. General and administrative expenses are generally recognized when the services are used or the expenses arise.

Leases

Accounting policies applied before January l, 2019

Determination o/ Ilthether an Arrangement Conlains a Leose The determination ofwhether an arrangement is, or contains a lease, is based on the substance ofthe affangement and requires an assessment of whether the fulfillment ofthe arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A reassessment is made after inception ofthe lease only if one ofthe following applies:

(a) There is a change in contractual terms, other than a renewal or extension ofthe anangement; (b) A renewal option is exercised or extension granted unless the term ofthe renewal or extension was initially included in the lease term; (c) There is a change in the determination of whether fulfillment is dependent on a specified asset; or (d) There is a substantial change to the asset.

When a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances give rise to the reassessment for scenarios (a), (c) or (d) and at the date of renewal or extension period for scenario (b).

lilrfifltiltilil]lIilllllilt[m[til[ - 15 -

Club as a Lessor Leases where the lessor retains substantially all the risk and benehts ofownership ofthe asset are classified as operating leases. Qperating lease income are recognized in proftt or loss over the lease term.

Accounting policies applied on or after Jarunry l, 2019

Determinalion ofllhelher an Arrangement Conloins a lEase The Club assesses at contract inception whether a contract is, or contains, a lease That is, ifthe contract conveys the right to control the use ofan identified asset for a period of time in exchange for cons ideration.

Club as a lessor Leases in which the Club does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income is accounted for on a straight- line basis over the lease terms and is included in profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an oPerating lease are added to the carrying amount ofthe leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which th€y are earned.

Retirement Benefi ts Costs The net defined benefit asset is the aggregate ofthe present value ofthe defined benefit obligation at the end ofthe reporting period reduced by the fair value ofplan assets (ifany), adjusted for any effect of limiting a net defined benefil asset to the asset ceiling. The asset ceiling isthe Present Yalue of any economic benehts available in the form ofrefunds from the plan or reductions in future contributions to the plan.

The cost ofproviding benefits under the defined beneht plans is acnrarially determined using the projected unit credit method.

Defined benefit costs comprise the following: o Service cost; . Net interest on the net defined benefit asset; and . Remeasurements ofnet defined benefit asset.

Service costs which include current service costs, past service costs and gains or losses on non- routine settlements are recognized as expense in profit or loss. Past service costs are recognized when plan amendment or curtailment occurs. These amounts are calculated periodically by independent qualifi ed actuary.

Net interest on the net defined benefit asset is the change during the period in the net defined benefit asset that arises from the passage of time which is determined by applying the discount rate based on government bonds to the net defined benefit asset. Net interest on the net defined benefit liability or asset is recognized as expense or income in profit or loss.

tillililllil - 16 -

Romeasurements comprising actuarial gains and losses, return on plan assets and any change in the effect ofthe asset ceiling (excluding net interest on defined benefit liability) are recognized immediately in OCI in the period in which they arise. Remeasurements are not reclassified to profit or loss in subsequent periods.

Plan assets are assets that are held by a long-term employee benefit fund or qualiling insurance policies. Plan assets are not available to the crcditors ofthe Club, nor can they be paid directly to the Club. Fair value of plan assets is based on market price information. When no market price is available, the fair value ofplan assets is estimated by discounting expected future cash flows using a discount mte that reflects both the risk associated with the plan assets and the maturity or expected disposal date ofthose assets (or, ifthey have no maturity, the expected period until the settlement of the related obligations). Ifthe fair value ofthe plan assets is higher than the present value ofthe defioed benefit obligation, the measurement ofthe resulting defined benefit asset is limited to the present value ofeconomic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.

The Club's right to be reimbursed ofsome or all ofthe expenditure required to settle a defined benefit obligation is recognized as a separate asset at fair value when and only when reimbursement is virtually certain.

Income Taxes Current lncome Tox Current income tax assas and liabilities for the current and the prior period are measued at the amount expected to be recovered from or paid to the taxation authority. The income tax rates aod income tax laws used to compute the amount are those that are enacted or substantively enacted at the end of each financial reporting period.

Deferred Tox Defered tax is provided using the liability method on temporary differences belween the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tar liabilities are recognized for all taxable temporary differences, €xcept where the defered tax liability arises from the initial recognition ofgoodwill or ofan asset or liability in a transaction that is not a business combination and, at the time ofthe transaction, affects neither the accounting profit nor taxable income or loss.

Deferred tax assels are recognized for all deductible temporary differences, and the carryforward benefits ofunused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income tax (RCIT) and unused net operating loss carryover (NOLCO), to the extent that it is probable that sufficient future taxable profits will be available against which the deductible temporary differences and the carryforward benefits of unused tax credits and unused tax losses can be utilized except where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition ofan asset or liability in a transaction that is not a business combination an4 at the time ofthe transaction, affects neither the accounting profit nor taxable income or loss.

The carrying amount of deferred tax assets is reviewed at each end ofreporting period and reduced to the extent that it is no longer probable that sufficient future taxable income will be available to allow all or part ofthe deferred tax asset lo be utilized. Unrecognized deferred tax assels are reassessed at each end ofreporting period and are recognized to the extent that it has become probable that sufficient futue taxable income will allow the deferred tax asset to be recovered.

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Deferred tax assets and liabilities are measured at the income tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on income tax rates (and ta\ laws) that have been enacted or substantively enacted at the end ofthe reporting period. Deferred tax relating to items recognized directly in equity is recognized in equity and not in the statement of comprehensive income.

The C lub offsets deferred tax assets and deferred tax liabilit ies if and only if and on ly if it has a legally enforceable right to set offcurrent tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to s€ttle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts ofdeferred tar liabilities or assets are expected to be settled or recovered.

Value-added Tax (VAT) Revenues, expenses, and assets are recogniz€d net ofthe amount ofVAT, ifapplicable.

When VAT from sales ofgoods and./or services (output VAT) exceeds VAT passed on from purchases of goods or services (input VAT), the excess is recognized as payable in the statement of financial position. When VAT passed on from purchases ofgoods or services (input VAT) exceeds VAT from sales ofgoods and/or services (output VAT), the excess is recognized as an asset in the statement of financial position to the extent ofthe recoyerable amount.

Foreign Currencv Transactions Transactions in foreign currencies are initially recorded using the functional currency exchange rate prevailing at the date ofthe transaction. Monetary assets and liabilities denominated in foreign currencies are restated using the closing functional currency exchange rate at the end offinancial reporting date. All differences are taken to the statement ofcomprehensive income. Nonmonetary items that are measured in terms ofhistorical cost in a foreign currency are translated using the functional currency exchange rates as at the dates ofthe initial transactions.

Provisions Provisions are recognized when the Club has a present obligation (legal or constructiye) as a result of a past event, it is probable that an outflow ofresources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made ofthe amount ofthe obligation. When the Club expects some or all ofa provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement ofcomprehensive income, net ofany reimbursement. Ifthe effect ofthe time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as interest expense.

Cont insenc ies Contingent liabilities are not recognized in the financial statements. These are disclosed in the notes to financial statements unless the possibility ofan outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but disclosed in the notes to financial statements when an inflow ofeconomic benefits is probable.

Events After the End ofthe Financial Re ns Period Post year-end eyents that provide additional information about the Club's financial position at the end ofthe reporting period (adjusting events) are reflected in the financial statem€nts. Post year-end events that are not adjusting events are disclosed in the notes to financial statements when material.

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3. Significant Accounting Judgments, Estimates and Assumptions

The preparation ofthe financial statements in accordance with PFRS requires management to make judgments, estimates and assumptions that aff€ct the amounts reported in the financial statements and its accompanying notes. Thejudgments, estimates and assumptions used in the financial statemonts are based upon management's evaluation ofrelevant facts and circumstances as at the date ofthe Club's financial statements. Future evenls may occur which will cause the judgments, estimates and assumptions used in arriving at the estimates to change. The effects ofany change injudgments, estimates and assumptions are reflected in the financial statements as they become reasonably determ inab le.

Judgments, estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are bclieved to be reasonable under the circumstances. However, actual outcome can differ from these estimates.

Judements In the process ofapplying the Club's accounting policies, management has made the following judgments, apan from those involving estimations, which have the most signihcant effect in the amounts recognized in the financial stat€ments:

Operoting Lease - Club as lessor The Club has entered into comm€rcial property leases of land wilh third parties. The Club has determined, based on an evaluation ofthe terms and conditions ofthe arrangements, such as the lease term not constituting a major part ofthe economic Iife ofthe commercial property and the present value ofthe minimum lease payments not amounting to substantially all ofthe fair value ofthe commercial property, that it retains substantially all the risks and rewards incidental to ownership of these properties and accounts for the contracls as operating leases. Rental income amounted to F 12,338,782 and ? I I,651,293 in 2019 and 2018, respectively (see Note 22).

Revenue from conlracts w it h cuslomers The Club applied the following judgement that significantly affect the determination ofthe amount of revenue from contracts with customers;

Principal versus agent considerations The Club enters into contracts with its concessionaires to perform, on their behalf, sale ofgoods and services to its members. TheClub determined that it does not controlthe goods before they are transferred to customers. The following factors indicate that the Club does not control the goods before they are being transferred to customers. Therefore, the Club determined that it isan agent in these contracts.

The Club is not primarily responsible for fulfilling the promise to provide the goods or services. The Club's revenue is in the form ofa fixed commission income as established in the concession contract with the concessionaires. The Club does not have inventory risk before or after the goods has been transferred to the customer. The Club has no discretion in establishing the price for the goods and services.

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Estimates and Assumptions The key estimates and assumptions concerning the future and other key sources of estimation uncertainty at the end ofthe reporting period, which have a significant risk ofcausing a material adjustment to the carrying amounts ofassets and liabilities within the next financial year, are described below:

Eslimalion of Provisionfitr ECLs of Receivqbles The Club uses a provision matrix to calculate ECLs for receivables. The provision rates are based on days past due ofeach member that haye similar loss patt€rn.

The provision matrix is initially based on the Club's historical observed default rates. The Club calibrates the matrix to adjust the historical credit loss experience with forward-looking information. For imtance, if forecast economic conditions (i.e., unemployment rate) are expected to deteriorate over the next year which can lead to an increased number ofdefaults in its members, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.

The assessment ofthe correlation between historical observed default rates, forerast economic conditions and ECLs is a significant estimate. The amount of ECLS is sensitive to changes in circumstances and of forecast economic conditions. The Club's historical credit loss experience and forecast of economic conditions may also not be representative ofcustomer's actual default in the future.

Receivables from m€mbers that are considered as delinquent for more than t20 days shall be reported to the BOD and their shares ofthejuridical entities they represent shall thereafter be ordered sold by the BOD at auction to satisry tbe claims ofthe Club By-laws. A member may pay the overdue account at any time before the auction sale.

No provision for ECL on the Club's receivables were recognized in 2019 and 2018. The carrying value of receivables amounted to ?61,657,307 and F45,169,099 as at December 3 l, 20 t9 and 2016, respectively (s€e Note 5).

Estimation of Provision -for EC Ls of debt instntnents at FVOC I The Club uses external approach in calculating the ECL for debt instruments at FVOCI. Under external approach, the Club based its probability ofdefault using the external credit ratings provided by reputable market frms (e.9. Bloomberg, Moody's, etc.) and its loss given default based on recovery rate from this market firms. The Club uses the 'Low credit risk simplification' in assessing significant increase in credit risk. A financial asset which remains to have 'low' credit risk will continue to recognize l2-month ECL. When its credit risk increase to 'moderate' or 'high', the Club will consider recognizing a lifetime allowance.

No provision for expected credil losses on debt instruments at FVOCI were recognized in 2019 and 2018. The fair market values of debt instruments at FVOCI amounted to F33,146,042 and F49,587,820 as at December 31, 2019 and 2018, respectively (see Note 8).

Estimation of Allowancefor lmpairment Losses on Inlentories The Club maintains an allowance for inventory losses at a level considered adequate to anticipate the excess of cost of inventories oyer their NRV. NRV of inventories are assessed regularly based on the preyailing estimated selling prices ofinventories and the corresponding costs ofdisposal or current replacement costs. Increase intheNRVof inventories will increase cost ofinventories to the extent of their original acquisition costs.

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No provision for inventory losses were recognized in 2019 and20l8. The carrying values of inventories amounted to P 1,989,350 and F2,300,753, as at December J l, 2019 and 2018, respectively (see Note 6).

Estimation of Useful Lives of Property and Equipmenl The Club estimates the useful lives of its property and equipment based on the period over which the assets are expected to be available for use. The Club reviews annually the estimated useful lives of property and equipment and software costs based on factors that include asset utiliation, internal technical evaluation, environmental and anticipated use ofthe assets temperod by related industry benchmark information. lt is possible that future results ofoperation could be materially affected by changes in the Club's estimates broughl about by changes in the factors mentioned. A reduction in the estimated useful lives ofproperty and equipment would increase depreciation expense and decrease property and equipment.

There was no change in the estimated useful lives ofproperty and equipment in 20t9 and 2018. The carrying values ofproperty and equipment amounted to P126,100,252 and ?410,913,740, as at December 3 l, 2019 and 2018, respectively (see Note 9).

Determination of Retirement Benelit Cosls The defined benefit retirement costs and obligalions are determined using actuarial valuations. The actuarial valuation involves making various assumptions. These include the determination ofthe discount rates, future salary increases, mortalily rales and future pension increases. Due to the complexity ofthe valuation, the underlying assumptions and its long-term nature, defined benefit obligations are highly sensitive to changes in these assumptions. All assumptions are reviewed at the end of each reporting period.

In determining the appropriate discount rate, management considers the interest rates ofgovernment bonds that are denominated in the currency in which the benefrts will be paid" with extrapolated maturities corresponding to the expected duration ofthe defined benefit obligation.

The mortality rate is based on publicly available mortality tables and is modified accordingly with estimates of mortality improvements. Future salary increases and pemion increases are based on expected future inflation rates.

The provision for retirement benefits costs amounted to ?881,092 and F1,940,988 in 2019 and 20t8, respectively, The Club recognized retirement plan assets amounting to P2,631,310 ardPl0,272,l8l as at December 3 l, 2019 and 2018, respectively (see Note 2l ).

Assessmenl on Recoverabilitl, of Delerred Tca Assels The Club reviews the carrying amounts ofdeferred tar assets at the end ofeach reporting period and reduces deferred tax assets to the extent that it is no longer probable that sufficient future taxable income will be available to allow all or part ofthe deferred tax assets to be utilized. The Club's assessment on the recognition of deferred tax assets is based on the expected future financial performance ofthe Club. The C lub has recognized de ferred tax assets amount ing to F I 5,432,33 I and ? 17,3 t3,379 as at December 3 l, 2019 and 2018, rcspectively (see Note 24).

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4. Cash

20t9 2018 Cash on hand F70,000 F70,000 Cash in banks 4r,t 0l,495 39,5 t8,764 P4t,t71,495 P39,588,764

Cash in banks earn interest at the respective bank deposit rates. Cash in banks are maintained to meet short-lerm cash requirements ofthe Club.

lnterest income earned from cash in banks amounted to F78,122 and F t 85,159 in 2019 and 2018, respectively.

5. Receivables

20t9 20r8 Receivable from: Active memb€rc P58,4t 9,730 ?4 t ,587 ,925 Inactive members 1,505,536 l,505,536 Interest receivable 33,943 91,189 Others r,698,098 t,984,449 F6t,657,307 F45.169,099

Receivables from active members are interest-bearing upon non-payment after thirty (30) days. This also includes accrued income earned from transfer and processing fees.

Receivable from inactive members pertains to accounts ofdelinquent members which are due and demandable.

Interest receivable pertains to interest earned from cash in banks and debt instruments at FVOCI which are due quarterly.

Others mainly pertain to accrued income, SSS claim receivable and other receivables.

There was no ECL on receivables recorded in 2019 and 201 8. The Club has written off a receivable from a playing guest amounting to F52,910 in 2019.

6. Inventories

20t9 2018 At cost: Supplies and spare parts Fr,857,995 P2,t52,395 Candies and magazines 78,587 95,590 Gasoline 52,768 52,768 F1,989,350 P2.300.753

Total cost of inventories charged to costs of services amounted to F3,297,062 and F3,035,015 in 2019 and 20 t8, respeclively (see Note l8). Total cost of inventories charged to general and

Ifl tfl il u fl lil tilfl tilt uil nil !il adm inistratiyc expenses amounted to P2,203,055 and F2,593,83 I in 20 l9 and 20 t 8, respectively (see Note l9).

Moyements in the allowance for inventorv losses are as followsr

2019 2018 Beginning balance F_ P38.6 t I Write-off (38,61 l ) Ending balance F F_

7. Other Current Assets

2019 2018 Advances to suppliers F5,039,509 P3,876,57 5 Prepaid insurance I,782,t60 1,799,450 CWT 968,755 2,289,161 Advances to officers and employees 712,97 5 497,098 Caddies fund 577,927 542,4t6 Refrrndable deposits r80,000 400,000 Input VAT 6,326,933 Others t,246,058 578,262 Pt0,s07,384 F16,309,895

Advances to suppliers consist mainly ofadvance payments made by the Club relating lo purchases of materials and supplies for use in its operation and for special events. These are noninterest-bearing and will be applied against actual billings from the suppliers.

Prepaid insurance pertains to insurance paid for the vehiclg Club's group hospitalization, golfcourse and directors' and officers' insurancc.

CWTs are amounts withheld from income subject to expanded withholding taxes (EWT). CWTs can be utilized as payment for income taxes provided that these are properly supported by certificates of creditable tax withheld at source subject to the rules on Philippine income taxation. CWTs, which are claimed against the income tax due, represent excess ofthe tax payabte and are carried over in the succeeding period for the same purpose.

Caddies fund pertains to restricted cash sel aside for purposes other than for use in the Club's normal operations.

Refundable deposits pertain to deposits made to construction companies that is refundable within a ye€t.

Advances to officers and employees are noninterest-bearing and are deductible against the officers' and employees' salary.

tililuruilililll -23 -

8. Debt Imtruments rt FVOCI

The Club has the following investments in quoted debt instruments:

Debt instruments al FI/OC I

20t9 2018 Govemment debt securities P4.896,5s0 P 13,244,800 Corporate debt securities 27,049560 35,14s,900 Long-term negot iable deposits I,200,132 |,197 ,120 33,146,042 49,587,820 Less current ponion (10,945,632) (9,976,000) P22,200,110 P39,6 ,820

These financial assets consist ofinvestments in debt instruments with quoted market prices, which are carried at fair market value as at the end ofthe financial reporting period.

The movements ofthe net unrealized valuation gain (loss) on debt instrum€nls at FVOCI recognized as a separate component ofequity are as follows:

2019 20 t8 Balances at beginning of year (F3,612,180) F387,148 Change in fair value during the year 2,513,722 (3,752,778) Recycling to profit or loss 1,044,500 (246,550) Balances at end ofyear (s3,9s8) (3,612,180) Tax effect taken into equity (Note 24) t6,tE7 1,083,654 (P37,771\ (?2,528,526)

lnterest income earned from the debt instruments at FVOCT amounted to ? 1,799,713 and P2,788,880 in 2019 and 2018, respectively.

The movements in debt instruments at FVOCI are as follows

2019 2018 Balances at beginning ofyear F49,5E7,820 883,587,148 Disposals and maturity (20,000,000) (30,000,000) Change in fair value during the year 2,513,722 (3,7 s2,778) Recycling to profit or loss 1,044,500 (246,550') Balances at end ofyear F33,r46,042 F49,587,820

In 2019, the Club disposed one ( I ) of its investment in debt securities with proceeds amounting to Pl0,l17,654, realizing a gain on disposal amounting to ?l17,654. ln additioq one of its corporate debt securities has reached its maturity inNovember 2019, from which settlement value equals its face value amounting to P10,000,000.

In 2018, the Club disposed five (5) of its investment in debt securities with total proceeds amounting to ?29,081,412, realizing a total loss on disposal amounting to F918,588.

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The cost of fully depreciated property and €quipment that are still being held and maintained amountedtoFl6t,l63,60landP145,212,l93asatDecember3l,20l9and20l8respectively.

Construction in-progress pertains to various cost ofconstruction ofthe Club's property and equipment and other direct costs. Construction in-progress is not depreciated until such time the relevanl assets are completed and put into operational use.

The Club had various disposals of its fully depreciated property and equipment with proceeds amounting to F81,000 and P45,500 in 2019 and 2018, respectively, resulting to a gain on disposal of the same amount.

10. Software Costs

2019 20 t8 Cost P6,210,752 ?6,2t0;752 Accumulated amortization: Beginning balances 5,249,54t 4,046,828 Amortization CNotes l8 and l9) 444,5t0 |,202,'7 t3 Ending balances 5,69{,0s1 5,249,54 t Net book values P516.701 F96 t,2l I

ll. Other Noncurrent Assets

2019 2018 Deferred input VAT F838,638 P1,007,631 Refundable deposits 245,510 440,510 Others 216,094 361,636 P1,300,242 F 1,809 777

Deferred input VAT pertains to input VAT arishg from the Club's purchase ofcapital goods exceeding one ( l) million pesos which will be claimed on a sixty (60) month term and input VAT.

Refundabte deposits pertain to deposits made to utility companies which will be refunded at the end ofthe contract and deposits made to construction companies that is refundable three (3) years after completion of the construction project.

12. Trade and Other Payables

2019 2018 Trade payables F60,503,r 45 P64,213,838 Due to inactive members and assignees 25,442,808 25,422,225 Unearned income 20,699,034 t8,430,476 Deposits 18,709,513 24,020,898 Accrued expenses 10,694,449 6,t93,706 Deferred output VAT 4,1t7,559 2,477,042 Output VAT - net 26,724 Others r,490,839 2302,467 Pl,l I,684,071 F I41.060.652

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Trade payables consist mainly ofamounts due to suppliers, noninterest-bearing and are normally settled within thirty (30) days' terms. [t includes amounts due to concessionaire which pertains to the portion ofthe income arising from the availment ofthe members offood and beverages, candies and others, gasoline sales and other services rendered by the concessionaire which will be collected by the Club and subsequently be remitted to the concessionaire as provided in the concession agreement.

Due to inactive members and assignees pertains to the unclaimed proceeds from auction ofshares of the inactive members, net ofthe amounts owed to the Club. It also pertains to the unclaimed playing rights deposits ofthe inactive assignees which are due and demandable.

Unearned income pertains to the advance payment from Petron Corporation and Smart Communication, Inc. for their lease agreements with the Club (see Note 22). It includes also the sale oftickets for the Super Raffle and various spoosors for the special events ofthe Club.

Deposits consist of security deposits on lease agreemsnts and retention payable to contractors. Security deposits are refundable to the lessee at the end ofthe lease term, while retention payable is paid to the contractor afler the completion ofthe project, as approved by the Club.

Accrued expenses are obligations on the basis ofnormal credit terms and do not bear interest. These pertain to accruals made for professional fees, utililies and other various accruals. Accruals are made based on prior month's billings and/or contracts and are normally settled within twelve ( l2) months from the end ofthe reporting period.

Deferr€d output VAT pertains to VAT on monthly dues and assigne€s fees that are deferred until payment has been collected by the Club.

Other payables consist mainly ofamounts due to the Social Security System, Philippine Health lnsurance Corporation, Home Development Mutual Fund and withholding taxes that are non-interest- bearing and are settled in ten ( l0) to 30 days' term.

13. Plaving Rights Deposits

This account represents noninterest-bearing deposits made by the assignees ofthe Club's members. These deposits are refundable, net ofany outstanding obligations ofthe assignee, upon the termination ofthe playing rights as agreed by the members and their respective assignees.

The assignees shall be entitled to use all the facilities and enjoy the privileges offered by the Club, except the right to the assets and prop€rties ofthe Club, the righr to vote and to hold oflice. The assignees shall pay the regular monthly dues and assignee's fee. In the eyent of delinquency on the part ofthe assignee, the member shall be held liable for any outstanding obligations.

Playing rights deposits amounted to ?21,000,000 and P 19,097,000 as at December 3 l, 2019 and 2018, respectively.

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14. Capitsl Stock

2019 20 t8 Capital stock - no par value Founders'shares Authorized and issued - 9 shares F452,543 P452.543 Class A: Authorized - 1,741 shares lssued - 1,677 shares 239,205,700 239,205,700 Class B: Authorized - 750 shares lssued - 699 shares 73,394,944 73,394,944 P3t3,053,187 P313,0s3,187

The Club's authorized capital stock was registered with SEC on September 26, 1978 tolaling to 2,500 shares with an offer price of P5 at no par value. The authorized capital stock was divided into Founders, Class A and Class B shares. Class A shares may be sold to cit izens of the Philippines or to parlnerships, corporations or associations, 60% ofthe voting power of which is owned or controlled by citizens of the Philippines. On the other hand, Class B shares may be sold to any party regardless of theL nationality or citizenship.

The movements in the Club's issued and outstanding shares are as follows:

Shares Founder's Class A Class B As at January l, 2018 9 t,670 696 Sale oftreasury shares 2 As at December 3l 2018 and 2019 9 672 696

The Club has five (5) Class A and three (3) Ctass B treasury shares as at December 3 l, 20 t9 and 2018 respectively.

In 2018, the Club sold two (2) class A treasury shares costing F3.300,000 and F3,100,000, respectively with total proceeds of F 13,587,500, net of capital gains tax and documentary stamp tax of F 1,412,500. This resulted to a share premium of F7, | 87,500.

There is no movement in the Club's issued and outstanding shares in 2019

15. Reyenue from Contrrcts with Customers

The table below presents the disaggregation ofthe Club's revenue from contracts with custom€rs:

2019 2018 Nature ofseryices Membership dues and assessments (Note l6) P104,398,286 F99,003,341 Sports and recreation (Note l6) 3r,389,386 t9,636,567 Corporate services 31,242,789 t8,236,843 Concession income (Note l7) 18,486,r07 17,580,l4l

(Forward)

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2019 2018 Revenue from special events Ft 0,096,666 F8,815,81l Sale ofgooG 3,869,606 3,911,092 Banquel services 2,929,955 2,755,86t Patronage fees 2,048,805 2,234,213 Othels 2,233,370 2,708,139 P206,694,970 F174,882,008

2019 20t8 Timing of revenue recognition Services transferred over time F200,776,559 F168,736,703 Goods transferred at a point in time 5,918,41 I 6,145,305 P206,694,970 F174,882,008

16. Membership Dues and Assessmerts and Sports and Recreation

Membershio Dues and Assessments Membership dues and assessments are collected by the Club from its members primarily to cover expenses related to the maintenance and, for that matter, are utilized for improvements in the Club's facilities. The collection ofthese dues and assessments does not arise from any sale of goods or services but are imposed to cover and defray necessary expenses related to the maintenance of, and improvements in, the Club's facilities and as such, no part ofthe Club's income inures to the benefit of any of its members.

Membership dues and assessmenls amounted to Ft04,398,286 and F99,003,341 in 2019 and 2018, respectively.

Membership dues paid in advance by its existing members which are classified as current liabilities amounted to F 19,183,1 l4 and P 15,401,740 as at December 3 l, 20 t 9 and 2018, respectively.

Sports and Recreation Sports and recreation repres€nts revenue derived from the usage ofthe Club's facilities such as the gym, racquet, lockers, golfcar and other sports and recreational facilities. It also includes guest fees from nonmembers, tournament fees, trainers' fees and revenue fiom special event and other services

Sports and recreation amounted to F3 1,389,386 and F 19,63 6,567 in2019 and 2018, respectively (see Note l5).

17. Concessionaires and Other Revenues

Concessionaires and olher revenues pefiain to the fee charged by th€ Club to various concessionaires. For and in consideration of its concession rights, the concessionaires pay the Club a percentage of total gross sales as concession fee plus VAT and net ofall applicable taxes.

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Under PFRS I 5, the C lub assessed that it serves as an agent on the concession agreement with the third-party provider of goods and services to the members, since it does not control the goods and services before they are transferred to the members.

Concession income amounted to P 18,486,107 and ? 17,580,l4l in 20 t9 and 2018, respectively (see Note l5).

18. Costs ofSales and Services

2019 20 t8 Depreciation and amortization (Notes 9 and l0) P34,219,829 P30,950,389 Contracted services 27,875,411 19,501,503 Personnel costs (Note 20) 23,059,432 23,131,922 Utilities r5,890,429 t6,2t3,062 Cost of sal€s I I,724,320 t0,552,792 Taxes and licenses 9,777,646 9,699,t43 Tournament costs 3,4t2,922 3,7 t I,233 Supplies (Note 6) 3,297,062 3,035,015 Repairs and maintenance 2,43t,699 3,85s,077 Tramportat ion and gasoline E4,E37 94,047 Others t,9 t0,857 696,382 Pr33,684,504 ?tzt,440,565

19. General and Administrative Expenses

20 t9 2018 Personnel costs (Note 20) P34,0s1,434 ?32,947,87 t Contracted seryices 16,662,802 14,947,244 Repairs and maintenance 8,591,846 7 ,95 t,648 Depreciation and amortization (Notes 9 and l0) 6,808,88r 7,28t,978 Insurance 2,633,819 2,290,957 Professional fees 2,372,065 2,087,018 Taxes and licenses 2,323,t84 2,694,03t Supplies (Note 6) 2,203,055 2,593,831 Utilities t,520,681 1,503,061 Transportation and gasoline 937,883 991,737 Others 4,657,860 4,934,087 F82,763,5t 0 P80,223,463

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20. Personnel Cosls

2019 2018 Cost ofservices (Note l8): Salaries and wages F16,367,595 P 15,680,3ss Retirement benefits (Note 2l) 396,094 934,444 Other employ ee b€nefits and related expenses 6,295,743 6,517,123 23,059,432 23,t1t ,922

Ceneral and administrative expenses (Note l9) Salaries and wages 23,402,053 22,6t3,7 t2 Retirement benefits (Note 2l ) t,245,140 1,277,160 Other employee benefits and related expenses 9,404,241 9,056,999 34,051,434 32,947,87I F57,110,866 ?56,079 793

2l . R€tirement Plan Assets

The Club has a funded, noncontributory defined benefit retirement plan \yhich covers all of its regular employees. The benefits are based on the number ofyears ofservice and compensation on the last year ofemployment.

The latest independent actuarial valuation report as at December 3 l, 2019, prepared by a certified actuary, is ddermined using the projected unit credit method.

Nd retirement benefit expense recognized in the statements of comprehemive income is as follows:

2019 2018 Currenl service cost (Note 20) P1,641,234 ?2,21t,604 Interest cost on defined benefit obligation 2,482,603 2,504,564 ExDected return on plan assets (3,242,745\ (2,77 s ,t80',) Net retirement benefit expense 88t,092 1,940,988 Actual return on lan assets l0l 183 P642 98

The amounts recognized in the statements of financial position as retirement plan assets are as follows:

2019 2018 Fair value ofplan assets F41,592,823 F43,820,873 Present value ofdefined beneht obligtions (38,96r,s l3) (33,s48,692) Net retirement plan assets P2,631,310 F I0,272,I8l

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Changes in lhe fair value of plan assets are as follows

2019 2018 Beginning balances F43,820,873 F48,687,360 Contributions paid 3,122,148 3,170,196 lnterest income 3,242,145 2,775,180 Actuarial losses on plan assets (r4l,s62) (2,t32,582) Benefits paid (8,4s1,981) (8,679,281) Ending balances P4l,592,823 F43,820,873

Changes in the present value ofdefined benefit obligations are as follows:

2019 2018 Beginning balances F33,548,692 ?43,939,722 Current service cost t,641,234 2,2t 1,604 Interest cost 2,482,603 2,504,564 Benefits paid (8,45r,98r) (8,67e,281) Actuarial loss (gain) due to: Changes in financial assumptions 8,657,044 (5,632,945) Experience adjustments 1,083,92 r (33,416) Changes in demogaDhic assumDtions (761.5s6) (o') Ending balances F3E,96 t,5t3 F33,548

Actuarial gain (loss) oo retirement benefits recognized in the statements ofcomprehensive income is as follows:

20t9 2018 Actuarial gain (loss) in defined benefit obligations due to: Changes in financial assumptions (FE,657,044) ?5,632,94s Experience adjustments (l,083,921) 33,416 Changes in demographic assumptions 76t,s56 Actuarial losses on plao assets (14t,s62) (2,t32,s82) Actuarial gain (loss) on retirement benefits obligation (9,882,s27) 4,295,335 lncome tax effect 2,961,7 s8 (1,288,600) (F6,9r7,?69) F3,006,735

Cumulative re-measurement effects r@ognized in OCI included in the retained earnings:

2019 2018 Balances at beginning ofyear *4,256,714 (fl38,621) Actuarial sain (loss) (9,882,527) 4,295,335 (s,62s,8r3) 4,256,7 t4 Income tax effect 1,687,744 (t,277,0t4) (F3,938,069) ?2,e7e,700

milililililtil!tiflililililuil The principal actuarial assumptions used in determining the retirement obligation ofthe Club are shown below:

20r 9 2018 Discount rale 4.900 7 .40o/o Salary increase rate 4.00yo 4.00%

The sensitivity analysis below has been determined based on reasonably possible changes of each significant assumption on the dehned benefit obligation as ofthe end ofthe reporting period, assuming ifall other assumptions were held constant:

EITect on the defined Increase benefit obligation (decrease) 2019 20 r8 Discount rate + lo/o (F3,8s0,362) (P2,er4,988) -t% 4,500,E96 3,325,377

Future salary increases +lo P4,496,255 ?3,406,768 -t% (3,9r6,066) (3,031,379)

The defined benefits rdirement plan is funded by contributions ofthe Club to a trust fund managed by a trustee bank.

The Club does not perform formal asset liability matching (ALM) studies. Instead, the overall inveslment policy and ALM slrategy ofthe retirement Plan is based on the client sustainability assessment, as provided by its trustee bank in compliance with the Bangko Sental ng Pilipinas requirements.

The categories ofplan assets as a percentage ofthe fair value oftotal retirement plan assets are as follow:

20r9 2018 Unit inyestment trust firnds and mutual funds t00yo t00%

The Club's retirement firnd is administered by a trustee bank with assets held separately from those of the Club. The carrying value and fair value ofthe retirement fund amounted to P41,592,823 and F43,820,873 as at December 31, 2019 and 2018, respectively.

The retirement fund consists ofinvestments in unit investment trust funds and mutual funds.

The Club expects to contribute approximalely F2.6 million to the defined beneFrt pension plans in 2019.

Shown below is the maturity profile ofthe expected retirement benefit payments

z0t9 2018 I year and less Ir647,305 ?719,724 More than I year to 5 years 8,550,t 9E 10,008,441 More than 5 years to l0 years 27,898,878 30,854,r85 More than l0 years to l5 years 32,245,977 37 ,004,296

(Forward)

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20t9 2018 More than l5 years to 20 years F2 t,031,51 I Pt5,482,934 More than 20 S 9t 68 723 Total expected payments Pta2,236,393 PI62,474,303

The average duation ofthe defined benefit obrigation is r7.2 years and 12.7 yearsin20l9and20rg, respectively.

22. Lease Agreements

The Club has entered into commercial property leases on its land with third parties. The term ofthese leases ranges fromthree(3)to fifteen (15)years. Renewals are subject to the mutual consent ofthe lessor and the lessee. The total rent income amounted to p12,338,782 andpl1,651,293 in20l9 and 2018, respectively.

a. On October 10, 2010, the Club eDtered into a lease of its land with Globe Telecom for a period of three (3) years. The lease agreement is renewable for another term depending on the agreement of the contracting pafties.

The lease contract has expired on October 8, 2013 and was renewed on Oclober 10, 20 13. The renewed lease is for a period ofthree (3) years commencing on October 10, 2013 with an option to renew the contract for another term.

On October 9, 2016, the lease contract has expired and was subsequently renewed on Octoberl0,20l6foraperiodoften(10)years. The monthly rental Payment amounted to P366, I 79 subject to 30lo escalation every year beginning on the third year. Rental income amounted to P4,903 ,478 in2019 and20l8, respectively.

The future minimum rental receivables under this operating lease agreement as at December 3 I, 2019 and 2018 are as follows:

2019 2018 Within one ( l) year P4,696,7t6 F4,559,919 Beyond one ( I ) year but not more than ten ( l0) years 29,858,352 34,555,068 F3 Fi9 |4 987

b. The Club entered into a lease agreement with Smart Communication, Inc. fortheleaseofa portion ofthe Club's land for the construction ofa cell site tower. The lease contract is for a period of three (3 ) years commencing on September l, 201 0 and renewable for another term upon mutual agreement ofboth parties.

On August 31, 2013, the lease contract has expired and was renewed for another 3 years commencing on September 1,2013. On August 31, 2016, the lease contract has expired and was renewed for another five (5) years commencing on September l, 2016. The monthly rental payment amounted to ?402,628 subject to 5% escalation every year. Rental income amounted to F5,339,45lin20l9and20l8,respectively. Advance rental payment amounted to F3,565,150 as at December 3 I, 2019 and 2018, respectively, and included under "Unearned income" in the "Trade and other payables" (see Note l2).

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The future minimum rental receivables under this operating lease agre€ment as at December 3 l, 2019 and 2018 are as follows:

2019 2018 Within one (l) year F5,686,3t 8 F5,415,541 Beyond one (l ) year but not more than five (5) years 3,9t5,t 70 9,601,488 P9,60r,4EE Frs,017,029 c The Club entered into a lease contract with Petron Corporation to build and construct a fu€l seryice station inside the Club's premise that shall serve exclusively the fuel needs ofthe Club and its members, bona fide dependents and guests. The lease contract is for a period of fifteen (15) years commencing on November 19,2013. The lessee shall be required to pay monthly rental of P96,45 I for the first five (5) years, F 103,339 for the next 5 years and F 148,808 for last five (5) years ofthe lease. Rental income earned amounted to Ft,394,393 and P708,295 in20l9 and 2018, respectively.

The monthly rental for the l0-year lease shall be paid by lessee immediately upon the commencement ofthe lease contract. The monthly rentals for the succeeding 5 years shallbe prepaid on or before the fifth ofJanuary ofeach year. ln20l3,theClubreceivedanadvance rental payment from Petron Corporation amounting to F 13,425,900. The balance of advance rental payment amounted to P3,475,805 and ?4,247,069 as at December 3 l, 2019 and 20 t 8, respectively, and included under "Unearned income" in the "Trade and other payables" (see Note l2).

The future minimum rental receivables under this operating lease agreement as at December 3 l, 2019 and 2018 are as follows:

z0t9 2018 Within one (l) year Pl,240,071 F1,240,071 Beyond one ( I ) year but not more than fifteen (t5) years 12,s19,522 t3,7 59,593 Fr3,759,593 ?t4.999,664 d. The Club entered into a lease contract with Unionbank ofthe Philippines for the lease ofone of its facilities for use as a business lounge. The lease contract commenced on March l, 2015 for a period offive(5) years. The monthly rental payment amountedto ?31,392. The lease is subject to €scalation rate offive percent (5%) starting the third year ofthe lease. Rental income amounted to ?400,069 in 2019 and 2018, respectively.

The future minimum rental receivables under this operating lease agreement as at December 31, 2019 and 2018 are as follows:

20t9 20r8 Within one ( l) year P72,680 ?432,62t Beyond one ( l) year but not more than five (5) years 72,680 P72,680 Ps05.l0l e. The Club leased certain facilities to some of its employees. The lease contract is for a period of three(3) years. Rental income earned amounted to F300,000 fortheyear20l9 and20l8.

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23. Related Party Transactions

Parties are considered to be related ifone party has the ability to control, directly or indtectty, the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities.

Key Management Personnel Compensation of key management personnel ofthe Club amounted to P5,828,031 a ,?5,221,243 in 2019 and 2018, respectively.

24. Income Taxes

a. The provision for current income tax in 20l9 and 2018 pertain to MCIT.

b. The reconciliation between the income tax computed at the statutory tax rate and the provision for income tax follows:

2019 2018 lncome tax at the statutory tax rate Pt ,777 ,722 (?3 ,67 t ,92t) Adjustments to income tax resulting from Expired MCIT r,605,658 t,769,64t lnterest income subjected to final tax (s63,3s0) (892,2r) Nontaxable income (34J21) Nondeductible expenses 396.939 P2,785,709 (?2,397,552)

c The components ofthe recognized net deferred income tax assets are as follows:

2019 2018 Deferred tax assets: Recognized directlv in profit or loss: Excess of MCIT over RCIT P4,196,450 ?3,999,723 Advance collection of dues and fees 4,661,98r 4,620,522 NOLCO 2,478,065 2,907,637 Advance rental payment 2,t 80,687 2,530,604 Unamortized past service costs 1,898,96r 2,171,239 15,4t6,144 16,229,725

Recognized directly in OCI: Unrealized valuation loss on debt instruments 16,18'l | ,083,6s4 15,432,331 l7 ,3 t3,379

(Forward)

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Deferred tax liabilities: Recognized directly in profit or loss: Excess of insurance proceeds over the carrying value ofasset F3,462,660 P4,t04,652 Excess rental income over receipts 725,236 584,9t2 Retirement plan assets 2,477,137 1,804,640 Unrsalized forex qain 1,086 6,665,033 6,495,290

Recognized directly in OCI: Actuarial gain (loss) on retirement plan assets (1,687,744) t,277,0t4 4,977,289 7 ,772,304 Ft0,455,042 F9,54 t,075

The reconciliation ofthe net deferred tax assets is as follows

2019 2018 Balances at beginning ofyear P9,s41,07s P5,745,878 Benefit from (provision for) deferred tax during the year recognized in: Profit or loss (983,324) 3,883,999 OCI 1,897,291 (88,802) Balances at end ofyear FI0,455,042 P9,54 t,075 d. As at December 31,2019, the Club has available NOLCO and MCIT that can be claimed as deductions from future taxable income and income tax due, respectively, as follows:

Year lncurred Year of Expiration NOLCO MCIT 2Ql'7 2020 F F907,618 2018 202t 8,260,2t6 t,486,447 20t9 2022 802 385 P8,260,2t6 F4,196,450 e. Movements in NOLCO follorv

2019 2018 Beginning balances P9,692,t22 F_ Additions 9,692,t22 Application (l,43r,906) Ending balances P8,260,2t6 ?9,692,t22 f. Movements in excess of MCIT over RCIT follow:

2019 20 t8 Beginning balances P3,999,723 P4,282,91'7 Additions r,802,385 |,486,447 Expirations (1,60s,6s8) (t,769,641) Ending balances P4,196,4s0 P3,999,723

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25. Financial Instruments

Risk ent Structure The Club's management, as a whole, is responsible for the comprehensive monitoring, evaluation and analysis ofthe Club's risks in line wilh the policies and limits set by the BOD. The president and the General Manager shall provide the Audit Committee with the results of managem€nt,s annual risk assessmenl exercise on the Club's risk exposures and its remedies.

Policies on Financial lnstruments The principal financial instruments ofthe Club consist ofcash in banks and investments in lxed- income generating funds. The main purpose of these financial instruments is to raise funds for the Club. The Club has various other financial instruments such as receivables, debt instruments at FVOCI, trade and other payables, refundable deposits, long-term and playing rights deposits which arise directly from its operations.

The main risks arising from the financial instruments ofthe Club are credit risk, liquidity risk and market risk. The Club's management reyiews and approves policies for managing each ofthese risks and they are summarized below. The Club also monitors the market price risk arising from all financial instruments. The magnitudes ofthese risks that have arisen over the year are likewise discussed below.

a. Credit Risk

I npa irment offi nanc iol assets The Club has three types offinancial assets that are subject to the expected credit loss model: . receivables; . refundable deposits; and . debt instruments at FVOCL

While cash in banks and refi.rndable deposits are also subject to the impairment requirements of PFRS 9, the identified impairment loss were immaterial.

Receiyables The Club applies the PFRS 9 simplified approach in measuring ECL which us€s a lifetime expected loss allowance for all receivables. The ECL on receivables are estimated using a provision matrix by reference to past default experience ofthe debtor and an analysis ofthe debtor's current financial position. The historical loss rates are adjusted lo reflect curent and forwardJooking information on macroeconomic factors affecting the abilily ofthe customers to settle the receivables. The Club has identified the unemployment rate to be the most relevanl factor, and accordingly adjusts the historical loss rates based on expected changes in these factors.

The Club expects to fully realize receivables from its members. The ownership shares of its members serve as collaterals which ensure the payment of membership dues and other charges. In case ofa delinquent member, the delinquent member's share is sold at an auction in order lo realize the unpaid dues. The net proceeds ofthe auction will be returned to the delinquent member, less the amount due by the member to the Club.

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Debt instruments The Club's debt investments at FVOCI are considered to have low credit risk, and the loss allowance recognized during the period was therefore limited to l2 months €xpected losses. Management consider 'low credit risk' for listed bonds to be an investment grade credit rating with at least one major rating agency.

Debt instruments at Fvocl include listed debt securities. Thsre is no loss allowance for debt instruments at FVOCI recognized in the statement ofcomprehensive income.

With respect to credit risk from other financial assets ofthe Club, it consisted mainly of cash which are maintained mostly with reputable financial institutions, and receivables which arise from the default ofthe counterparty. The Club,s maximum exposure equals to the carrying amouot of these inskuments.

Credit risk exposures The table below shows the g:oss maximum exposure to on and offcredit risk exposures ofthe Club, without considering the effects ofcollateral, credit enhancements and othei credit risk mitigation techniques :

2019 2018 Amortized cosl Cash in banks P41,171,495 P39,5 t8,764 Receivables 6t,657,301 45,169,099 Refundable deposits under "Other current assets" 180,000 400,000 Refundable deposits under "Other noncurrent assets" 245,5t 0 440,510 Debt instruments at Fl/OCl 33,t46,042 49,587,820 Ending balances F136,400,354 F 135, r 16,193

Credit quulity per class offinancial asset The credit quality of financial assets is being managed by the Club by grouping its financial assets into two: (a) high grade financial assets are those that are current and collectible; (b) standard grade financial assets are those that need to be consistently followed up but are still collectible.

The table below shows the credit quality by class of financial asset based on the Club's credit rating system:

\either Dast due nor impaired Iligh Stsndard Past due bul 2019 grade Pradc not imp:rired Total

Cash in ba s F.t l , 101,.t95 P_ F_ P{1, r01,495 Rer:eivables s1,612,881 10,044,126 61,657,f,07 Ren[dable deposits under "Oher curent ass€ts" 1Ii0.000 180,000 Refutrdable deposits uoder "Other noncurIent assels" 2{5.510 245,510 Debt instruments ot F|OCI JJ,r.l6,0,l2 3J,t46,042 P7 t,49J,017 P51,792,881 p10,0{4,426 p136,330,35.1

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Neither Dasl due nor impaired HiCh Standard Past due hut 20r8 grade grade not impair€d Total

Cash in bank P39,51E.764 P F_ F39.518.764 Re(rivables 33,046,531 t2,t22,568 45, r69,099 Refundable deposits under "Other culrent assets" 400,000 400,000 Refundable deposits utder "Other

noocurent asse6" 440,5 t0 440,5 t 0 Debt instrumentt ot FVOCI 49,587,820 49,5E7,820 F89.547.094 F33.446.531 P12.t22.56E Fr35.ll6.l93

The following table shows the aging analysis offinancial assets per class as at December 3 l, 20 l9 and 20 I 8. A financial asset is past due when a counterparty has hiled to make payment when contractually due.

t- F.t I ,17 r,495 50,r96J42 7J6t,l0o t2s9957 302,41! 6t,657J07 Rc6,!d.U. d.po!tu ud., q@n ''Qlllcr d*t." r80.m0 t 80,@o R.nlldrbl. &porits urd.r 'OttE rwmnt a$t3' 2la-al0 24S,510 Dcbt hsttuncnfi at FITX I 33,r.16,042 ,J.t.t6.042 Pt24,9J9,989 97.961.t00 i1.259J57 P302.r15 P1,9.'6,893 I136,400J54

9l lo 2018 120 dtt! lll.lats

i39.5 r8.764 P3q518,764 3t.630.t92 10,549,147 l.0t:,81t t56,:t7 t,8l0,t t2 R.fird.bl. &Fsns und.r ''Orh.r tur.ir dq.' R.iurd.U. &pGns ui.r ''Oth.r nmuNnt alsas" ,140.510 ,140,5 t0 D.btiBtruncna FI'OCI 49.58?.820 49,587,820 t122.991.625 tt0.549.147 fr,0:1,61I Pt56,2t7 P394.1?t Pll5,I I6,l9l

The ownership shares of its members serve as collateral which ensure the payment of membership dues and other charges. b. Li(tuidity Risk The Club maintains a level ofcash and short-term investments deemed adequate by management to meet unanticipaled cash disbursements arising from operations and payments to creditors.

The following table summarizes the maturity profile of the Club's financial liabilities as at December 31, 2019 and 2018, based on contractual undiscounted cash flows. The analysis into r€levant maturity groupings is based on the remaining term at lhe end ofthe reporting period to the contractual maturity dates.

Tbr(J)

2019 On {l ) Ycllr

,60.501.1a5 P- P- f- P60,50J,145 DE lo iBliv. ftmbas ard 25,.r.r230E 25,{{2,E06 t0,694449 10,694,.1119 Phvins richts deDosits 2 t,000,000 21,000,000 Pl17,6,10,402 |- ?- ?- 3 7,640,.102

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Three (3) Monrhs bur Lessthan 20 t6 (-l) Monrhs

P59.E55.157 ?1.tE7.735 e1.t70.946 F- P64,213,818 D.E to ir.actvc mcmbcrs and 25,42222s 25,422,225 6. t93,706 6,t93,706 Plavitrs rilhtsd.oosils t9.097.000 t9,097.000 P110.566.06E F1.187.7_t5 p3.t70.946 * ?14,926,769

The tables below summarize the maturity profile ofthe Club's financial assets used to manage liquidity risk of the Club as at December 3 l, 20 I 9 and 20 I 8.

Ttr! (l)

,019 Oll. (l) v..r

CriI ?{t,l0l,{95 P- ,a r4l,101,495 6r,657J07 : 61,657J07 Rcfindrbl€ d.posils ondcr ''OilEr ortr.lrl lssars" 1E0.000 1E0,000 Rcfird.bl€ d.posils utdcr "OdEr 2.t5-il0 2{5510 Drbt instrune s at WO(l 9.7{5,500 23,.t0052 JJ,l{6,0{2 ?t02,r5E.E02 ts P9.925.500 r23,6.r6,0s2 ?lJ6J30J5l

TtuE (3)

L6s tha,l 2018 ) Monrhs Toral

CrCr ?39,58E,76:l F39,5EE,764 :15,169.099 : i 45,169,099 Rcfin&bL dcposils ud.r "Odrc, curctrt rssctJ' 400,000 400.000 Rcfindlblc d.posils urdcr "O0l.r 440.5t0 440.5r0 tkbt i8trunents ol IYO('I 9,976,000 39,61r.820 49.587.E20 P8{.757.861 P- Pr0.376,000 Fr0.052J10 pr5.tE6.l93 c Morket Risk Market risk is the risk ofchange in fair value of financial instruments from fluctuation in market interest rates (interest rate risk) whether such change in price is caused by factors specific to the individual instrument or its issuer or factors affecting all instruments traded in the market.

lnlerest Rate Risk Interest rate risk arises from the possibility that the fair value or future cash flows ofa financial instrument will fluctuate because of changes in market inlerest.

ln 2019 and 2018, the Club does not have significant exposue to interest rate risks, as the interest on the Club's cash in banks and debt instruments at FVOCI is fixed until the maturity ofthese instruments.

Fair Value of Financial Instruments The Club has determined that the carrying amounts ofcash, receivables, refundable deposits, trade and other payables, and playing rights deposits reasonably approximate their fair values due to the short-term nature ofthese financial instruments or same amounts will be received from third parties.

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For the debt instnunents at FVocI, the fair values were based on quoted prices in active markets and categorized under Level I hierarchy.

Capital Management The primary objective ofthe club's capital management is to ensure its ability to continue on a going concern basis. As such, the club conlinuously evaluates its strategy to maintain future viability. The Club's overall strategy remains unchanged.

The club manages its capital struchle and makes adjustments to it, in light ofchanges in economic conditions. No changes were made in the objectives, policies or processes in 2019 and 201 8.

As at December 3 l, 2019 and 2018, the Club's capital structtue follows:

20t9 20t8 Capital stock P3 r3,053,r 87 F3 13,053,187 Share premium t0,6t6,149 10,616,t49 Accumulated excess ofrevenue over costs and expenses 100,956,,195 97,8t6,464 424,62s,831 421,485.800 Less cost oftreasury shares t3,042,051 13,042.05 l 4t t,583,780 F408 443.7 49

The Club's current ratios as at December 3 l, 2019 and 2018 are as follows

2019 2018 Total cufrent assets P 126,27 I ,l 68 Fl I3,344,s 1 r Total current liabilities t 81,867,t 85 177,559,392 Curent ratio 0.69: I 0.64;l

The Club's debt-equity ratios as at December 3 I , 2019 and 2018 are as follows:

2019 20 t8 Total liabilities F l8l,867,I E5 ? t77 ,559 ,392 Total equity 407,607,940 408,894,923 Debt-equity ratio 0.45: I 0.43:l

The Club is not subject to externally imposed capital requirements

26. Oth€r Matters

On April 2013, the Club entered into a GolfCourse Maintenance Agreement with pacific Links Golf Maintenance, lnc. with a two-year term commencing on April l, 2013 and ending March 31, 2015. The Club shall pay Pacific Links a fixed maintenance fee in the amount ofF1,600,000 per month, inclusive of VAT. The agreement was subsequently renewed for another two years with a fixed maint€nance fee amounting to P 1,760,000 per month, inclusive of VAT. ln April20l7, the fixed maintenance fee was reduced to P I ,000.000 per month due to the golf course repair. ln 201 8, the agreement was subsequently renewed for another two years commencing on June l, 2018 with a fixed maintenance fee amounting to ?2,300,000 per month, inclusive of VAT. Prior to the completion of the phase 2 ofthe golf repair, the fixed maintenance fee was reduced to F 1,300,000 per month due to

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the golf course repair. In May 2019, upon the completion ofthe repair ofphase 2 the fixed mainteDance fee was increased to F2,300,000 per month.

The Club has other existing agreements with various concessionaires to operate various retail outlets and service shops for certain considerations,

27. Supplementary Information Required under Revenue Regulations (RR) l5-2010

On November 25, 2010, the BIR has issued RR l5-2010 prescribing the manner of compliance in connection with the preparation and submission of financial statements accompanying the tax returns. lt includes provisions for additional disclosure requirem€nts in the notes to the financial statements, particularly on taxes and licenses fees paid or accrued during the year.

a. VAT The National Internal Revenue Code of 1997 provides for the imposition ofVAT on sales of goods and services. The Club's sales are subject to output VAT while its importations and purchases from other VAT-registered individuals or corporations are subject to input VAT.

Details ofthe Club's gross sales/receipts, output VAT and input VAT accounts are as follows:

Gross sales/receipts and output VAT declared in the Club's VAT returns filed for the year ended December 3 l, 2019.

Gross Sales/ Receipts Output VAT Sales ofgoods P637,062 ?76,447 Sales ofservices 410,360, r0s 49,243,2t3 Leasing income t I ,03s,4 t2 t,324,249 Others 625 437 75,053 422,658,0t6 50,7 t8,962 Exempt sales 20,040,8 t3 P442,698,829 s0,718,962 Less remittances during the year P50 718 962

The Club's sales ofgoods and services that are subject to VAT are reported under the following accounts: (a) concessionaires and other revenues; (b) sports and recreation; (c) corporate services; and (d) food and beverage. In computing the output tax due for purposes of filing ofthe VAT returns, (a) the Club uses the gross amount ofsales of olher goods, exclusive ofthe related direct cost and (b) the Club's sales ofservices are based on actual collections received; hence, may not be the same as amounls accrued in the statement of comprehensive income. Sales from services represent collectiom received from such sales which for the year amounted to P410,360,105.

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ii. Input VAT

Beginning balance ?6,326,934 Current year's domestic purchases/payments for: Goods other than capital goods 24,73 t ,47 5 Capital goods exceeding Fl million 405,682 Services lodged under cost ofgoods sold t9,22E,t46 Ending balance 50,692,237 Less output VAT 50,718,961 Net output VAT ?26,724 b. ll/ithholding Tavs Details of withholding taxes for the year ended December 31, 2019 are as follows

Withholding taxes on compensation and benefits P3,006,424 Expanded withholding taxes 6,13t,771 F9 ti8 t95 c. Other T

Details of other taxes and licenses for the year ended December 3 I, 2019 are as follows:

Real property ? | ,406,494 Business permit 600,330 Licenses and regislrations 79,9@ Community tax certifi cate 10,500 Cigarette tax 3,542 Fl2 100 830 d. Tqx assessmenls and cases The Club has no outstanding deficiency tax assessments as at December 31, 2019

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