Suntrusthome Developers
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1 0 6 8 3 S.E.C. Registration Number S U N T R U S T H O M E D E V E L O P E R S , I N C . (Company’s Full Name) 6 / F T H E W O R L D C E N T R E 3 3 0 S E N G I L P U Y A T A V E . M A K A T I (Business Address: No. Street City/ Town/ Province) ROLANDO D. SIATELA 867-8826 to 40 Contact Person Company Telephone Number 1 2 3 1 S E C F O R M 2 0 - I S 10 Last Tues. Month Day FORM TYPE Month Day Fiscal Year Definitive Information Statement Annual Meeting Secondary License Type, If Applicable Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number ___________________________ LCU Document I.D. _____________________________ Cashier S T A M P S Remarks = pls. use black ink for scanning purposes SUN SEC Form 20-IS - 2017 1 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ ] Preliminary Information Statement [/ ] Definitive Information Statement 2. Name of Registrant as specified in its charter: SUNTRUST HOME DEVELOPERS, INC. 3. Province, country or other jurisdiction of incorporation or organization: METRO MANILA, PHILIPPINES 4. SEC Identification Number: 10683 5. BIR Tax Identification Code: 000-141-166-000 6. Address of Principal Office: 6th Floor, The World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City, Metro Manila, Philippines 7. Registrant’s telephone number, including area code: (+632) 867-8826 to 40 8. Date, time and place of the meeting of security holders: 10 November 2017, 9:00 AM Belmont Hotel Manila, Newport Boulevard, Newport City, Pasay City 9. Approximate date on which the Information Statement is first to be sent or given to security holders: 13 October 2017 10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class Number of Shares of Common Stock Outstanding Common stock 2,250,000,000 11. Are any or all of registrant's securities listed in a Stock Exchange? Yes Disclose the name of such Stock Exchange: Philippine Stock Exchange SUN SEC Form 20-IS - 2017 2 6th Floor, The World Centre 330 Sen. Gil Puyat Avenue, Makati City 1200, Philippines Tel: (632) 867-88-26 to 40 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO ALL STOCKHOLDERS: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Suntrust Home Developers, Inc. will be held on 10 November 2017 at 9:00 a.m. at the Belmont Hotel Manila, Newport Boulevard, Newport City, Pasay City, Metro Manila, Philippines, with the following agenda: 1. Call to Order 2. Certification of Notice and Quorum 3. Approval of the Minutes of the Previous Annual Stockholders’ Meeting 4. Report of Management 5. Amendment of Principal Office Address 6. Appointment of Independent Auditors 7. Ratification of Acts of the Board of Directors, Board Committees, and Management 8. Election of Directors 9. Other Matters 10. Adjournment The Board has fixed the close of business hours of 06 October 2017 as the record date for the determination of the stockholders entitled to notice and vote at the meeting. Makati City, Metro Manila, Philippines, 05 October 2017. ROLANDO D. SIATELA Corporate Secretary SUN SEC Form 20-IS - 2017 3 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY SAMPLE PROXY ONLY The undersigned shareholder(s) of SUNTRUST HOME DEVELOPERS, INC. (the “Corporation) hereby appoint/s or in his/her absence, the Chairman of the Annual Shareholders’ Meeting, as proxy of the undersigned shareholder(s) at the Annual Meeting of Shareholders scheduled on 10 November 2017 at 9:00 A.M. at the Belmont Hotel Manila, Newport Boulevard, Newport City, Pasay City and/or at any postponement or adjournment thereof, and/or any annual shareholders’ meeting of the Company, which appointment shall not exceed five (5) years from date hereof. The undersigned shareholder(s) hereby direct/s the said proxy to vote all shares on the agenda items set forth below as expressly indicated by marking the same with [√] or [X]: ITEM SUBJECT ACTION NO. FOR AGAINST ABSTAIN 3 Approval of the Minutes of the Previous Annual Stockholders Meeting 5 Amendment of the Articles of Incorporation to change the principal office address of the Corporation 6 Appointment of Independent Auditors 7 Ratification of Acts of the Board of Directors, Board Committees, and Management 8 Election of Directors Ferdinand B. Masi Evelyn G. Cacho Giancarlo C. Ng Josephine Marie R. Salazar Neoli Mae L. Kho Alejo L. Villanueva, Jr. - Independent Director Eugenio B. Reducindo - Independent Director PRINTED NAME OF SHAREHOLDER SIGNATURE OF SHAREHOLDER/ NUMBER OF SHARES DATE AUTHORIZED SIGNATORY TO BE REPRESENTED This proxy should be received by the Corporate Secretary not later than end of business hours on 08 November 2017. This proxy when properly executed will be voted in the manner as directed herein by the shareholder. If no direction is made, the proxy will be voted for the election of all nominees and for the approval of all matters stated above and for such other matters as may properly come before the meeting in the manner described in the information statement. A shareholder giving a proxy has the power to revoke it at any time before the right granted is exercised. A proxy is also considered revoked if the shareholder attends the meeting in person and expressed his intention to vote in person. This proxy does not need to be notarized. (Partnerships, Corporations and Associations must attach certified resolutions thereof designating Proxy/Representative and Authorized Signatories.) SUN SEC Form 20-IS - 2017 4 I INFORMATION STATEMENT GENERAL INFORMATION Date, time and place of annual meeting of security holders. The annual meeting of the stockholders of the Company will be held on 10 November 2017, 9:00 a.m. at the Belmont Hotel Manila, Newport Boulevard, Newport City, Pasay City, Philippines. The Company’s complete mailing address is at the 20th Floor Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City. Copies of this information statement will be sent on or before 13 October 2017 to all stockholders on record as of 06 October 2017. The Company is not soliciting proxies. We are not asking for a proxy. Neither are you required to send us a proxy. Dissenter’s Right of Appraisal There are no matters to be acted upon or proposed corporate action in the agenda for the annual meeting of stockholders that may give rise to possible exercise by a dissenting stockholder of its appraisal rights under Title X of the Corporation Code of the Philippines. Any stockholder of the Company shall have the right to dissent and demand payment of the fair value of his shares in the following instances: (1) in case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence; (2) in case the Company decides to invest funds in another corporation or business or for any purpose outside of the primary purpose for which it was organized; (3) in case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets, and (4) in case of merger or consolidation. The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate action by making a written demand on the Company within thirty (30) days after the date on which the vote was taken for payment of the fair value of his shares. A stockholder must have voted against the proposed corporate action in order to avail himself of the appraisal right. Failure to make the demand within the 30-day period shall be deemed a waiver of the appraisal right. From the time of the demand until either the abandonment of the corporate action in question or the purchase of the dissenting shares by the Company, all rights accruing to the dissenting shares shall be suspended, except the stockholder’s right to receive payment of the fair value thereof. If the proposed corporate action is implemented or effected, the Company shall pay to such stockholder, upon surrender of the stock certificate(s) representing his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. If the fair value is not determined within sixty (60) days from the date the corporate action was approved by the stockholders, it will be determined by three (3) disinterested persons (one chosen by the Company, another chosen by the dissenting stockholder and the third to be chosen jointly by the Company and the stockholder). The findings of the majority of the appraisers shall be final, and their award shall be paid by the Company within thirty (30) days after such award is made. Upon payment by the Company of the awarded price, the dissenting stockholder shall forthwith transfer his shares to the Company. No payment shall be made to any dissenting stockholder unless the Company has unrestricted retained earnings.