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Cebu Property Ventures and Development

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Cebu Property Ventures and Development NOTICE OF ANNUAL STOCKHOLDERS’ MEETING NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CEBU HOLDINGS, INC. will be held on TUESDAY, 10 APRIL 2018 at 1:30 in the afternoon at 19th Floor Ayala Center Cebu Tower, Bohol Street, Cebu Business Park, Cebu City, with the following A G E N D A1 1. Proof of notice and determination of quorum 2. Approval of the minutes of the previous Annual Stockholders’ Meeting 3. Annual Report 4. Approval of the merger of the Company and Cebu Property Ventures & Development Corporation 5. Election of directors (including independent directors) 6. Election of external auditor and fixing of its remuneration 7. Consideration of such other business as may properly come before the meeting 8. Adjournment Only stockholders of record at the close of business on 19 FEBRUARY 2018 shall be entitled to notice of, and to vote at, this meeting. This notice supersedes the notice filed with the Securities and Exchange Commission and the Philippine Stock Exchange on 2 February 2018. Makati City, 26 February 2018. JUNE VEE D. MONTECLARO-NAVARRO Corporate Secretary We are not soliciting your proxy. However, if you would be unable to attend the meeting but would like to be represented thereat, you may accomplish the proxy form herein provided for the purpose and submit the same to the Office of the Corporate Secretary at the 3rd Floor, Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City on or before 27 March 2018. Validation of proxies shall be held on 2 April 2018 at 9:00 o’clock in the morning at the Office of the Corporate Secretary. Thank you. 1 See next page for the explanation for each agenda item. EXPLANATION OF AGENDA ITEMS Proof of notice and determination of quorum The Corporate Secretary will certify the date the notice of the meeting was sent to all stockholders and the date of publication of the notice in newspapers of general circulation. The Corporate Secretary will further certify the existence of a quorum. The stockholders present, in person or by proxy, representing a majority of the outstanding capital stock shall constitute a quorum for the transaction of business. Approval of the minutes of the previous Annual Stockholders’ Meeting The minutes of the meeting held on 24 April 2017 are posted at the company website, www.cebuholdings.com. Copies of the minutes will also be distributed to the stockholders before the meeting. A resolution approving the minutes will be presented to the stockholders for approval by the vote of the stockholders representing at least a majority of the outstanding capital stock present at the meeting. Annual report The President, Mr. Aniceto V. Bisnar, Jr., will deliver a report to the stockholders on the performance of the Company in 2017 and the outlook for 2018. The financial statements as of 31 December 2017 will be embodied in the Information Statement to be sent to the stockholders at least 15 business days prior to the meeting. A resolution noting the report and approving the audited financial statements will be presented to the stockholders for approval by the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock present at the meeting. Approval of the merger of the Company and Cebu Property Ventures & Development Corporation (CPVDC) Approval by the stockholders will be sought for the merger of the Company and its listed subsidiary, CPVDC, with the Company as the surviving entity, and as embodied in the Plan of Merger. The Company intends to consolidate its portfolio under one listed vehicle to create a unified platform for its investments and expects operational synergies, efficient funds management and simplified reporting to government agencies as a result of the merger. A resolution for the approval of the merger will be presented to the stockholders for adoption by the affirmative vote of stockholders representing at least 2/3 of the outstanding capital stock. Election of directors (including the independent directors) Any stockholder may submit to the Nomination Committee nominations to the Board not later than 19 February 2018. The Nomination Committee will determine whether the nominees for directors, including the nominees for independent directors, have all the qualifications and none of the disqualifications to serve as members of the Board before submitting the nominees for election by the stockholders. The profiles of the nominees to the Board will be provided in the Information Statement and in the Company website for examination by the stockholders. Each stockholder entitled to vote may cast the votes to which the number of shares he owns entitles him, for as many persons as are to be elected as directors, or he may give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he may see fit, provided that the whole number of votes cast by him shall not exceed the number of shares owned by him multiplied by the whole number of Directors to be elected. The nine nominees receiving the highest number of votes will be declared elected as directors of the Company. Election of external auditor and fixing of its remuneration The Audit Committee will endorse to the stockholders the appointment of an external auditor for the current fiscal year. The profile of the external auditor will be provided in the Information Statement and in the Company website for examination by the stockholders. A resolution for the appointment of the external auditor and for the approval of its remuneration will be presented to the stockholders for adoption by the affirmative vote of stockholders representing a majority of the outstanding capital stock present at the meeting. Consideration of such other business as may properly come before the meeting The Chairman will open the floor for comments and questions by the stockholders. Stockholders may raise other matters or issues that may be properly taken up at the meeting. PROXY The undersigned stockholder of CEBU HOLDINGS, INC. (the “Company”) hereby appoints __________________________ or in his absence, the Chairman of the meeting, as attorney-in-fact and proxy, to present and vote all shares registered in his/her/its name at the annual meeting of stockholders of the Company on 10 April 2018 and at any of the adjournments thereof for the purpose of acting on the following matters: 1. Approval of the minutes of the previous meeting. 5. Election of SyCip Gorres Velayo & Co. as the Yes No Abstain independent auditor and fixing of its remuneration. Yes No Abstain 2. Annual Report. Yes No Abstain 3. Approval of the merger of the Company and Cebu 6. At his/her discretion, the proxy named above is Property Ventures & Development Corporation authorized to vote upon such other matters as may Yes No Abstain properly come before the meeting. Yes No 4. Election of Directors No. of Votes Anna Ma. Margarita B. Dy ____________________________________ Aniceto V. Bisnar Jr. PRINTED NAME OF STOCKHOLDER Pampio A. Abarintos* Enrique L. Benedicto* Augusto D. Bengzon ____________________________________ SIGNATURE OF STOCKHOLDER/ Bernard Vincent O. Dy AUTHORIZED SIGNATORY Jose Emmanuel H. Jalandoni Fr. Roderick C. Salazar Jr.* ____________________________________ Emilio Lolito J. Tumbocon DATE *Nominees for independent director THIS PROXY SHOULD BE RECEIVED BY THE CORPORATE SECRETARY ON OR BEFORE 27 MARCH 2018, THE DEADLINE FOR SUBMISSION OF PROXIES. FOR CORPORATE STOCKHOLDERS, PLEASE ATTACH TO THIS PROXY FORM THE SECRETARY’S CERTIFICATE ON THE AUTHORITY OF THE SIGNATORY TO APPOINT THE PROXY AND SIGN THIS FORM. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE MATTERS STATED ABOVE AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN THE MANNER DESCRIBED IN THE INFORMATION STATEMENT AND/OR AS RECOMMENDED BY MANAGEMENT OR THE BOARD OF DIRECTORS. A STOCKHOLDER 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 STOCKHOLDER ATTENDS THE MEETING IN PERSON AND EXPRESSED HIS INTENTION TO VOTE IN PERSON. NOTARIZATION OF THIS PROXY IS NOT REQUIRED. SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS Information Statement of CEBU HOLDINGS, INC. (the “Registrant”, “Company”, or “CHI”) Pursuant to Section 20 of the Securities Regulation Code (the “Code”) 1. Check the appropriate box: Preliminary Information Sheet Definitive Information Sheet 2. Name of Registrant as specified in its charter: CEBU HOLDINGS, INC. 3. Province, country or other jurisdiction of incorporation or organization: REPUBLIC OF THE PHILIPPINES 4. SEC Identification Number: 157912 5. BIR Tax Identification Code: 000-551-890-000 6. Address of Principal Office: 20th Floor, Ayala Center Cebu Tower Bohol Street, Cebu Business Park, Cebu City 7. Registrant’s telephone number, including area code: (63-32) 888-3700 8. Date, time and place of the meeting of security holders: Date - April 10, 2018, Tuesday Time - 1:30 P.M. Place - 19th Floor, Ayala Center Cebu Tower Bohol Street, Cebu Business Park Cebu City 6000 9. Approximate date on which the Information Statement is first to be sent or given to security holders: March 15, 2018 10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA: a. Shares of Stock Class Number of Shares Common Shares 1,920,073,623 b. Debt Securities - P5 billion bonds. __________________________________________________________________________ 1 11. Are any or all of registrant’s securities listed in a Stock Exchange? Yes _____ No 1,920,073,623 common shares are listed with the Philippine Stock Exchange (“PSE”).
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