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COVER SHEET CS 0 0 0 0 3 9 5 8 7 SEC Registration Number STARMALLS

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COVER SHEET CS 0 0 0 0 3 9 5 8 7 SEC Registration Number STARMALLS COVER SHEET C S 0 0 0 0 3 9 5 8 7 S.E.C. Registration Number S T A R M A L L S , I N C . (Company’s Full Name) 3 R D L E V E L S T A R M A L L L A S P I N A S , C V S T A R R A V E N U E , P H I L A M L I F E V I L L A G E , P A M P L O N A , L A S P I N A S C I T Y (Business Address : No. Street/City/Province) Jo L. Ilijay 571 -5948 Contact Person Registrant Telephone Number 20 -IS Definitive Information 1 2 3 1 Statement Month Day FORM TYPE Month Day Calendar Year 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 EXPLANATION OF AGENDA ITEMS FOR STOCKHOLDERS’ APPROVAL 1. Call to Order The Chairman of the Board of Directors of the Company, Mr. Manuel B. Villar, Jr., will call the meeting to order. 2. Certification of service of notice and presence of quorum The Corporate Secretary, Atty. Nalen S.J. Rosero-Galang, will certify that copies of this Notice were sent to the Stockholders of record as of 29 May 2015, and will certify the number of attendees, whether in person or by proxy, for purposes of determining the presence of quorum. 3. Approval of the President’s Report and Audited Consolidated Financial Statements for the period ended 31 December 2014 as contained in the Company’s Annual Report The President and Chief Executive Officer of the Company, Mr. Jerry M. Navarrete, will present a report on the Operations and Financial Results of the Company and its subsidiaries for the year 2014. Thereafter, the Company’s Audited Financial Statements for the period ended 31 December 2014 will be presented for approval by the stockholders. The Audited Consolidated Financial Statements were incorporated in the Information Statement of the Company accompanying this Notice to be sent to the shareholders twenty eight (28) days before the meeting. The vote of majority of the outstanding capital stock entitled to vote and represented in the meeting is required to approve these agenda items. 4. Election of Directors and Independent Directors The incumbent members of the Board of Directors were nominated for re-election for the current year. Background information about the nominees to the Board are contained in the Information Statement accompanying this Notice. For the election of directors, the candidates who received the highest number of votes shall be declared elected. 5. Appointment of External Auditors The auditing firm of Punongbayan & Araullo (P&A) is being recommended for re- appointment as external auditor for the current year. Brief information about P&A and the aggregate fees paid for the professional services provided by P&A for the last two (2) years are set out in the Information Statement accompanying this Notice. The vote of majority of the outstanding capital stock entitled to vote and represented in the meeting is required to approve this agenda item. 6. General ratifications of the acts of the Board of Directors and the Management in line with the usual business of the Company from the date of the last annual stockholders’ meeting up to the date of the meeting Ratification by the stockholders will be sought for the acts of the Board of Director and the Management of the Company since the annual meeting of the stockholders on 30 June 2014 until 29 June 2015, as set forth in the minutes of the meetings of the Board of Directors held during the same period and in the disclosures that have been duly filed with the Securities and Exchange Commission and the Philippine Stock Exchange. The acts of the Board and the Management are those taken in line with the usual business of the Company. The vote of majority of the outstanding capital stock entitled to vote and represented in the meeting is required to approve this agenda item. 7. Approval of the amendment of the Fourth Article of the Articles of Incorporation of the Company to specify the complete principal office address of the Company Ratification by the stockholders will be sought for the amendment of the Fourth Article of the Articles of Incorporation of the Company to specify the complete principal office address of the Company. This is in compliance with SEC Memorandum Circular Numbers 6 Series of 2014 and 1 Series of 2015, requiring the Company to amend its Articles of Incorporation to reflect its complete address. The vote of two-thirds (2/3) of the outstanding capital stock entitled to vote and represented in the meeting is required to approve this agenda item. 8. Approval of the amendment of the First Article of the By-laws of the Company to specify the complete principal office address of the Company Ratification by the stockholders will be sought for the amendment of the First Article of the By-Laws of the Company to specify the complete principal office address of the Company. The vote of majority of the outstanding capital stock entitled to vote and represented in the meeting is required to approve this agenda item. 9. Other Matters The Chairman will entertain questions and comments from the stockholders. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY PART I INFORMATION STATEMENT GENERAL INFORMATION Date, time and place of meeting of security holders. Date: June 29, 2015 Time: 10:00 a.m. Place: Monte di Portofino, Daang-Hari, Las Piñas City The corporate mailing address of the principal office of the Registrant is 3rd Level Starmall Las Piñas C.V. Starr Avenue, Philamlife Village, Pamplona, Las Piñas City, Philippines. Notices of the meeting and copies of the Information Statement shall be sent to security holders as soon as practicable after the approval hereof by the Securities and Exchange Commission, but not later than May 30, 2015 . Dissenters' Right of Appraisal There are no corporate matters or action that will entitle a shareholder to exercise a right of appraisal as provided under Section 81, Title X, of the Corporation Code of the Philippines (“Corporation Code”). Any stockholder of the Registrant shall have the right to dissent and demand payment of the fair value of his shares only in the following instances, as provided by the Corporation Code: (1) In case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those outstanding shares of any class, or of extending or shortening the term of corporate existence; (2) In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets; (3) In case of merger or consolidation; and (4) In case of investments in another corporation, business or purpose. The appraisal right, when available, may be exercised by any stockholder who shall have voted against the proposed corporate action, by making a written demand on the corporation within thirty (30) days after the date on which the vote was taken, for payment of the fair value of his shares; Provided, That failure to make the demand within such period shall be deemed a waiver of the appraisal right. A stockholder must have voted against the proposed corporate action in order to avail himself of the appraisal right. If the proposed corporate action is implemented or effected, the corporation shall pay to such stockholder upon surrender of his certificate(s) of stock 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 within a period of sixty (60) days from the date the corporate action was approved by the stockholders, the withdrawing stockholder and the corporation cannot agree on the fair value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom shall be named by the stockholder, another by the corporation and the third by the two thus chosen. The findings of the majority of appraisers shall be final, and their award shall be paid by the corporation within thirty (30) days after such award is made: Provided, that no payment shall be made to any dissenting stockholder unless the corporation has unrestricted retained earnings in its books to cover such payment; and Provided, Further, That upon payment by the corporation of the agreed or awarded price, the stockholder shall forthwith transfer his shares to the corporation. 3 Interest of Certain Persons in or Opposition to Matters to be Acted Upon None of the officers or directors or any of their associates has any substantial interest, direct or indirect, in any of the matters to be acted upon in the stockholders’ meeting. No director has informed the Registrant in writing that he intends to oppose any action to be taken at the meeting. CONTROL AND COMPENSATION INFORMATION Voting Securities and Principal Holders Thereof (a) Number of shares outstanding as of 30 April 2015 Common: 8,425,981,155 Preferred: 2,350,000,000 (b) Record Date: 28 May 2015 Each common share of stock of the Registrant is entitled to one (1) vote.
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