COVER SHEET for INFORMATION STATEMENT
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COVER SHEET for INFORMATION STATEMENT SEC Registration Number A S 0 9 3 0 4 3 6 9 Company Name L O P E Z H O L D I N G S C O R P O R A T I O N Principal Office (No./Street/Barangay/City/Town/Province) 1 6 / F N o r t h T o w e r , R o c k w e l l B u s i n e s s C e n t e r S h 1 e r i d a n , S h e r i d a n c o r n e r U n i t e d S t r e e t s , H i g h w a y H i l l s , M a n d a l u y o n g C i t y Form Type Department requiring the report Secondary License Type, If Applicable 2 0 I S C F D COMPANY INFORMATION Company’s Email Address Company’s Telephone Number/s Mobile Number www.lopez-holdings.ph 8878 0000 Annual Meeting Fiscal Year No. of Stockholders Month/Day Month/Day 8,022 August 5, 2021 December 31 CONTACT PERSON INFORMATION The designated contact person MUST be an Officer of the Corporation Name of Contact Person Email Address Telephone Number/s Mobile Number Ms. Maria Amina O. Amado [email protected] (02) 88780000 0917-8877138 Contact Person’s Address 16/F North Tower, Rockwell Business Center Sheridan, Sheridan corner United Streets, Highway Hills, Mandaluyong City 1550 Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated. 1 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS Information Statement Pursuant to Section 17.1 (b) of the Securities Regulation Code 1. Check the appropriate box: (x) Preliminary Information Statement ( ) Definitive Information Statement 2. Name of the Registrant as specified in its charter: LOPEZ HOLDINGS CORPORATION 3. Province, country or other jurisdiction on incorporation or organization METRO MANILA, PHILIPPINES 4. SEC Identification Number: AS093-04369 5. BIR Tax Identification Code: 002-825-058 6. Address of principal office: 16th Floor North Tower, Rockwell Business Center Sheridan, Sheridan corner United Streets, Highway Hills, Mandaluyong City 1550 7. Registrant’s telephone including area code: (632) 8878 0000 8. Former name, former address, and former fiscal year, if changed since last year Not Applicable 9. Date, time and place of the meeting of security holders: Date - August 5, 2021 Time - 9:00 AM Place - AGM@Convene 10. Approximate date on which the Information Statement is first to be sent or given to security holders: July 5, 2021 11. Securities pursuant to sections 4 and 8 of the SRC: (information on number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class No. of Shares Issued Amount Common shares 4,542,298,911 Php 4,542 million 12. Are any or all of the registrant’s securities listed on the Philippine Stock Exchange Yes ( x ) Common shares No ( ) 2 NOTICE OF ANNUAL STOCKHOLDERS’ MEETING To: All Stockholders of Lopez Holdings Corporation Please be advised that the annual stockholders’ meeting of Lopez Holdings Corporation (the “Corporation”) will be held virtually at AGM@Convene on Thursday, August 5, 2021, at 9 a.m., to discuss the following: AGENDA 1. Call to Order 2. Proof of Service of Notice 3. Certification of Quorum 4. Approval of Minutes of Previous Stockholders’ Meeting Held on October 2, 2020 5. Chairman’s Message 6. Report of Management 7. Ratification of the Audited Financial Statements 8. Ratification of the Acts of the Board and of Management 9. Election of Directors for Ensuing Year 10. Appointment of External Auditors 11. Other Business 12. Adjournment For purposes of the meeting, only stockholders of record as of March 31, 2021 are entitled to notice of, and to vote in said meeting. Stockholders who wish to participate in the stockholders’ meeting through remote communication are required to register by 6 p.m. on July 27, 2021 at https://conveneagm.com/ph/lpzasm2021. Stockholders who have successfully registered will receive an email with instructions on how to access a secure online portal which will allow them to participate and vote at the meeting, either by voting electronically or through a proxy. A stockholder who chooses to vote electronically should vote on the agenda items through the secure online portal. A stockholder who does not wish to vote electronically can appoint a proxy. The stockholder may either execute the proxy form electronically, or download, fill-up, scan and upload the proxy form found therein. Duly-accomplished proxy forms should be received by the Corporation by 6 p.m. on July 26, 2021. The requirements and procedure for participating and voting are set forth in Annex “A“ of the Information Statement. Pursuant to the SEC Notice dated March 16, 2021, the Information Statement and its attachments, the minutes of the previous stockholders’ meeting, and other documents related to the meeting may be accessed through the Corporation’s website www.lopez-holdings.ph. The proceedings of the annual stockholders’ meeting will be recorded in audio and video format. Mandaluyong City, June 17, 2021. By Order of the Board of Directors, Enrique I. Quiason Corporate Secretary 3 EXPLANATION OF AGENDA ITEMS 1. Call to Order The Chairman will call to order the Annual Stockholders’ Meeting. 2. Proof of Service of Notice The Corporate Secretary will certify that in accordance with the SEC Notice dated March 16, 2021, the notice of the meeting will be published in two (2) newspapers of general circulation on June 23 and 24, 2021, both in print and online format. 3. Certification of Quorum The Corporate Secretary will then certify whether or not a quorum exists for a valid meeting. He will also explain the rules for the orderly conduct of business at the meeting. Pursuant to Sections 23 and 57 of the Revised Corporation Code which allow participation and voting in absentia by the stockholders, the Corporation has set up the designated online web address https://conveneagm.com/ph/lpzasm2021 which may be accessed by stockholders to register for the meeting. Stockholders who have successfully registered will receive an email with instructions on how to access a secure online portal which will allow them to participate and vote at the meeting, either by voting electronically or through the Chairman of the meeting as proxy. A stockholder who participates and votes in absentia or by remote communication shall be deemed present for purposes of quorum. The requirements and procedure for participating and voting are set forth in Annex “A” of the Information Statement. 4. Approval of the Minutes of the October 2, 2020 Stockholders’ Meeting The minutes of the previous stockholders’ meeting is available on the Corporation’s website www.lopez-holdings.ph. A resolution on this item requires the approval of a majority of the votes of the stockholders present and eligible to vote. The minutes of the annual stockholders’ meeting contain discussions of the following items: ▪ Certification of the Service of Notice and the Presence of Quorum ▪ Approval of Minutes of June 11, 2019 Annual Stockholders' Meeting ▪ Chairman’s Message ▪ Report of the President ▪ Approval of the Audited Financial Statements as of December 31, 2019 ▪ Ratification of the Acts of the Board and of Management ▪ Election of Directors for Ensuing Year ▪ Appointment of External Auditors ▪ Other Business ▪ Adjournment 5. Chairman’s Message and Report of Management The Chairman will deliver his message to the stockholders and the President will render the Report of Management on the Corporation’s performance in 2020, as reflected in the audited financial statements. These do not require any approval by the stockholders. 6. Ratification of the Audited Financial Statements The stockholders will be requested to ratify the Board’s approval of the Corporation’s audited financial statements as of December 31, 2020. The audited financial statements are attached 4 to the Information Statement and available on the Corporation’s website www.lopez- holdings.ph. A resolution on this agenda item requires the approval of a majority of the votes of stockholders present and eligible to vote. 7. Ratification of the Acts of the Board and of Management This will cover all acts and resolutions adopted by the board of directors and management since the October 2, 2020 annual stockholders’ meeting and until August 5, 2021. These cover matters entered into in the ordinary course of business, with those of significance having been covered by the proper disclosures to the Securities and Exchange Commission and the Philippine Stock Exchange in accordance with applicable disclosure rules. A resolution on this agenda item requires the approval of a majority of the votes of stockholders present and eligible to vote. 8. Election of Directors for the Ensuing Year Pursuant to the Corporation’s By-Laws, Manual of Corporation Governance, and applicable rules of the Securities and Exchange Commission, any stockholder, including minority stockholders, may submit nominations for the election of directors. As of June 17, 2021, the Corporate Governance Committee received nominations for directors and found such nominees to have all the qualifications and none of the disqualifications to serve as directors. The names of the nominees and their respective profiles, including directorships in listed companies, are duly indicated in the Information Statement. The election of directors will be done by plurality of votes using cumulative voting.