NOTICE of ANNUAL STOCKHOLDERS' MEETING NOTICE IS HEREBY GIVEN That the Annual Meeting of the Stockholders of RFM CORPORATION W
Total Page:16
File Type:pdf, Size:1020Kb
N O T IC E O F A N N U A L S T O C K H O L D ER S ’ M E ET IN G NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of RFM CORPORATION will be held at the RFM Corporate Center, Pioneer cor. Sheridan Sts., Mandaluyong City 1550 on Wednesday, 29 June 2011 at 11:00 A.M. Stockholders of record as of 01 June 2011 shall be entitled to vote at this meeting. Stockholders are requested to bring this Notice and present valid identification cards with picture upon registration for verification purpose. The stock and transfer books of the Corporation will not be closed. This Notice is hereby given pursuant to the By-Laws of the Corporation. ATTY. ROWEL S. BARBA Corporate Secretary A G E N D A I. INVOCATION II. NATIONAL ANTHEM III. NOTICE OF MEETING IV. CERTIFICATION AND DECLARATION OF QUORUM V. APPROVAL OF THE MINUTES OF THE ANNUAL STOCKHOLDERS’ MEETING HELD ON 08 JULY 2010 AND THE SPECIAL STOCKHOLDERS’ MEETING HELD ON 27 JANUARY 2011 VI. PRESIDENT’S REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2010 VII. RATIFICATION OF THE ACTS OF MANAGEMENT AND DIRECTORS OF THE CORPORATION VIII. ELECTION OF DIRECTORS IX. APPOINTMENT OF EXTERNAL AUDITOR X. OTHER MATTERS XI. ADJOURNMENT 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 x_ __ Definitive Information Statement 2. Name of Registrant as specified in its charter: RFM CORPORATION 3. Province, country or other jurisdiction of incorporation or organization: Mandaluyong City, Philippines 4. SEC Identification Number : 12998 5. BIR Tax Identification Number : 041-000-064-134 6. Address of Principal Office : RFM Corporate Center Corner Pioneer and Sheridan Streets Mandaluyong City, Philippines 1550 7. Registrant’s telephone number, including area code: (632) 6318101 8. Date, time and place of the meeting of security holders: 29 June 2011 11:00 A.M. RFM Corporate Center Corner Pioneer and Sheridan Streets Mandaluyong City 9. Approximate date on which the Information Statement is first to be sent or given to the security holders: 08 June 2011 10. Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code: Title of Each Class Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding Common 3,160,403,866 common shares 11. Are any or all of registrant’s securities listed in a Stock Exchange? Philippine Stock Exchange, Inc. - Common Stock WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY A. GENERAL INFORMATION Item 1. Date, Time and Place of Meeting of Security Holders (a) Date of Meeting: 29 June 2011 Time of Meeting: 11:00 a.m. Place of Meeting: RFM Corporate Center Corner Pioneer and Sheridan Streets Mandaluyong City Mailing Address: RFM Corporate Center Corner Pioneer and Sheridan Streets Mandaluyong City, Philippines 1550 (b) Approximate Date of Sending Information Statement to Security Holders: 08 June 2011 Item 2. Dissenters' Right of Appraisal The appraisal right may be exercised by any stockholder who shall have voted against (1) an amendment to the Articles of Incorporation that changes or restricts the rights of any stockholder or class of shares, or authorizes preferences in any respect superior to the outstanding shares of any class, or extends or shortens the corporate existence; (2) a sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets; or (3) a merger and consolidation; by making a written demand on the Corporation for payment of the fair value of his share(s). The written demand together with the share certificate/s of the withdrawing stockholder must be received by the Corporation within thirty (30) calendar days from the date on which the vote was taken. Failure to make the written demand and/or to surrender the share certificate/s within such period shall be deemed a waiver of the appraisal right. 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 the appraisers shall be final, and their award shall be paid by the Corporation within thirty (30) days after such award is made. No payment shall be made to any withdrawing stockholder unless the Corporation has unrestricted retained earnings in its books to cover such payment. Upon payment by the Corporation of the agreed or awarded price, the stockholders shall forthwith transfer his shares to the Corporation. The appraisal right is also available to a dissenting stockholder in case the Corporation decides to invest its funds in another corporation or business or for any purpose other than the primary purpose as provided in Section 42 of the Corporation Code. Item 3. Interest of Certain Persons In or Opposition to Matters to be Acted Upon Each of the incumbent Directors, Nominees for Directors or Officers of the Corporation since the beginning of the last fiscal year or any associate of said persons do not have any substantial interest, direct or indirect, by security holdings, or otherwise, in any matter to be acted upon other than election to the office. There is no Director who has informed the Corporation, either verbally or in writing, of his intention to oppose any action to be taken by the Corporation at the meeting. B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof Stockholders of record of the Corporation as of 01 June 2011 shall be entitled to vote during the meeting. The outstanding capital stock of the Corporation as of 30 April 2011 is 3,160,403,866 common shares with a par value of Php1.00 per share, all of which are entitled to vote. For the purpose of voting the shares in the meeting, one common share is entitled to one vote. Manner of Voting Article 11 of the By-laws of the Corporation provides that the stockholders may vote in person or by proxy. In accordance with Section 24 of the Corporation Code of the Philippines, each stockholder may vote in any one of the following manner: 1. He may vote such number of shares for as many persons as there are Directors to be elected; 2. He may cumulate said shares and give one candidate as many votes as the number of Directors to be elected multiplied by his shares; 3. He may distribute them on the same principle to as many candidates as he may see fit. In any of these instances, the total number of votes cast by the stockholder should not exceed the number of shares owned by him as shown in the books of the Corporation multiplied by the total number of Directors to be elected. Security Ownership of Certain Record and Beneficial Owners and Management (1) Security Ownership of Certain Record and Beneficial Owners Security Ownership of Certain Record and Beneficial Owners as of 30 April 2011 of more than 5% of the Corporation's Voting Securities (1) Title of (2) Name & Address (3) Name of (4) (5) No. of (6) Percentage Class of Record Owner & Beneficial Owner & Citizenship Shares (%) Relationship to Relationship to Issuer Record Owner Common PCD Nominee Corp. PCD Participants Filipino 666,946,498 21.103205 G/F MKSE Building Ayala Avenue, Makati Stockholder Common Horizons Realty, Inc. Horizons Realty, Inc. Filipino 646,595,738 20.459276 11 Kawayan Road N. Forbes Park, Makati City Stockholder Common Triple Eight Holdings, Triple Eight Holdings, Filipino 544,544,472 17.230218 Inc. Inc. 18 Capinpin St., San Antonio, Pasig City Stockholder Common BJS Dev. Corp. BJS Dev. Corp. Filipino 311,210,184 9.847165 1869 P. Domingo St. Makati City Stockholder Common Renaissance Property Renaissance Property Filipino 201, 982,966 6.391049 Management Corp. FEATI University Bldg. Carlos Palanca , Sta. Cruz Manila Stockholder Based on the records of the Corporation, Mr. Jose Ma. A. Concepcion III is given the voting power over the security ownership of Triple Eight Holdings, Inc. and Horizons Realty, Inc., while Mr. Ernest Fritz Server or Mr. Joseph D. Server Jr. is given the voting power over the security ownership of BJS Development Corporation. Mr. Francisco A. Segovia is given the voting power over the security ownership of Renaissance Property Management Corp. PCD Nominee Corporation is a wholly-owned subsidiary of Philippine Central Depository, Inc. and is the registered owner of the shares in the books of the Corporation's transfer agent, Securities Transfer Services, Inc. The beneficial owners of such shares are PCD's participants, who hold the shares on their behalf or in behalf of their clients. The Corporation is not aware that a participant holds more than 5% of outstanding common shares of the Corporation. PCD is a private corporation organized by the major institutions actively participating in the Philippine capital markets to implement an automated book-entry system of handling securities transactions in the Philippines. (2) Security Ownership of Management Security Ownership of Management as of 30 April 2011 (1) Title of (2) Name of Beneficial (3) Nature of (4) Citizenship (5) No. of Shares (6) Percentage Class Owner Beneficial (%) Ownership Common Jose S. Concepcion, Jr. “r” Filipino 1,917,568 0.060674 Kawayan St., N. Forbes Park Makati City Common Jose Ma.