C O V E R S H E
Total Page:16
File Type:pdf, Size:1020Kb
C O V E R S H E E T A 1 9 9 9 1 0 0 6 5 S.E.C. Registration Number C O L F I N A N C I A L G R O U P , I N C . (Company's Full Name) 2 4 F E A S T T O W E R P S E C E N T R E E X C H A N G E R O A D O R T I G A S C E N T E R P A S I G C I T Y (Business Address: No. Street City/Town/Province) Atty. Sharon T. Lim 636-54-11 Contact Person Company Telephone Number SEC Form 20-IS 1 2 3 1 0 3 Amended Information Statement Month Day FORM TYPE Month Day Fiscal Year Annual Meeting Secondary License Type, If Applicable Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings none Total Number of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document I.D. Cashier STAMPS Remarks = pls. Use black ink for scanning purposes PROXY The undersigned stockholder of COL FINANCIAL GROUP, INC., (the “Corporation”) hereby appoints ______________________ or in his absence, the Chairman of the meeting, as attorney and proxy, with power of substitution, to represent and vote all shares registered in my name as proxy of the undersigned stockholder, at the Annual Meeting of Stockholders of the Corporation on March 29, 2019, and at any adjournments thereof for the purpose of acting on the following matters: 1. Approval of the minutes of the 2018 Annual Stockholders’ Meeting _____ Yes _____ No _____ Abstain 2. Approval of the President’s Report _____ Yes _____ No _____ Abstain 3. Ratification of all Acts and Proceedings of the Board of Directors and Management _____ Yes _____ No _____ Abstain 4. Approval of the 2018 Audited Financial Statements _____ Yes _____ No _____ Abstain 5. Election of the Board of Directors No. of Votes Edward K. Lee ___________ Alexander C. Yu ___________ Conrado F. Bate ___________ Paulwell Han ___________ Kido Hokushin ___________ Hernan G. Lim ___________ Arthur G. Gindap (Independent) ___________ Catherine L. Ong ___________ Raymond C. Yu ___________ Wellington C. Yu ___________ Khoo Boo Boon (Independent) ___________ 6. Appointment of SGV as External Auditor _____ Yes _____ No _____ Abstain 7. At his discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting _____ Yes _____ No _____ Abstain This proxy supersedes any previous proxies executed by the undersigned and shall continue to be in effect until withdrawn by notice delivered to the Secretary of the Corporation, but shall not apply in instances wherein the undersigned personally attends the meeting. Signature above Printed Name of Stockholder Total No. of Shares Owned Date 2 THIS PROXY MUST BE RECEIVED BY THE OFFICE OF THE CORPORATE SECRETARY ON OR BEFORE MARCH 15, 2019 (FRIDAY), THE DEADLINE FOR SUBMISSION OF PROXIES. 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 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. 3 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 [ ] Amended Definitive Information Statement 2. Name of Registrant as specified in its charter: COL Financial Group, Inc. 3. Metro Manila, Philippines Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number: A199910065 5. BIR Tax Identification Code: 203-523-208 6. 24/F East Tower, PSE Centre, Exchange Road, Ortigas Center, Pasig City 1605 Address of principal office Postal Code 7. Registrant’s telephone number, including area code: (632) 636-5411 8. Date, time and place of the meeting of security holders: Friday, 29 March 2019 at 2:00 PM Ballrooms C, D, & E, Crowne Plaza Manila Galleria, Ortigas Avenue corner Asian Development Bank Avenue, Ortigas Center, Pasig City. 9. Approximate date on which the Information Statement is first to be sent or given to security holders: 8 March 2019 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 or Amount of Debt Outstanding as of 28 February 2019 Common 476,000,000 11. Are any or all of registrant's securities listed in a Stock Exchange? Yes No Name of Exchange : Philippine Stock Exchange Class : Common shares 4 INFORMATION REQUIRED IN INFORMATION STATEMENT A. GENERAL INFORMATION Item 1. DATE, TIME, AND PLACE OF MEETING OF SECURITY HOLDERS (a) Date: 29 March 2019 Time: 2:00 p.m. Place: Ballroom C, D, & E, Crowne Plaza Manila Galleria, Ortigas Avenue corner Asian Development Bank Avenue, Ortigas Center, Pasig City. (b) Approximate date on which copies of the information statement are first to be sent or given to security holders: 8 March 2019 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY Item 2. DISSENTERS' RIGHT OF APPRAISAL There are no matters or proposed corporate actions included in the Agenda of the Meeting which may give rise to a possible exercise by security holders of their appraisal rights. Generally, however, in the instances mentioned in the Corporation Code of the Philippines, the stockholders of the corporation have the right of appraisal, provided, that the procedures and the requirements of Title X thereof governing the exercise of the right are complied with and/or followed. Item 3. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON (a) No current director or officer of COL Financial Group, Inc. (“COL” or the “Company”), or nominee for election as directors of the Company nor any associate thereof, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon other than election to office. (b) The Company has not received any information in writing from any person who intends to oppose any action to be taken at the Annual Stockholders’ Meeting. 5 B. CONTROL AND COMPENSATION INFORMATION Item 4. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF (a) Class of Voting Securities : Common shares Number of Shares Outstanding as of 28 February : 476,000,000 2019 Number of votes entitled : One (1) vote per share Company By-Laws provide that one share entitles the holder thereof to one vote, except in the election of the members of the Board where any stockholder can cumulate his votes. (b) Record Date Stockholders of record as of 28 February 2019 (“Record Date”) are entitled to notice and to vote at the Company’s Annual Stockholders’ Meeting. (c) Manner of Voting A stockholder entitled to vote at a meeting has the right to vote in person or by proxy. With respect to the election of directors, in accordance with Section 24 of the Corporation Code of the Philippines, a stockholder with the number of shares held in his name in the Company’s stock books as of the Record Date may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, that the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the Company multiplied by the total number of directors to be elected: Provided, however, that no delinquent stocks shall be voted. The deadline for submission of proxies is 15 March 2019. Validation of proxies shall proceed thereafter at the Office of the Corporate Secretary at 24/F East Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City. 6 (d) Security Ownership of Record and Beneficial Owners of more than 5% of the Company’s voting securities as of 28 February 2019 are as follows: Name of Name, Address of Record Beneficial Title of Percent Owner and Relationship Owners and Citizenship No. of Shares Held Class (%) with the Issuer Relationship with Record Owner Common Various Filipino 178,183,456 37.43 PCD Nominee Corp (Filipino) Non- 88,360,229 18.56 Filipino Daiwa Securities Group, Japanese 70,924,000 14.90 Inc.1 Lee, Edward K. Filipino 62,250,000 – Direct 21.18 Lee, Edward K. 30,317,800 – under PCD Lee, Lydia 1,000,000 – Direct 4,025,600 – under PCD Lee, Edmund C. 2,040,000 – under PCD ELLEE & Co., Inc.2 1,193,500 – under PCD 13.60 Yu, Alexander C. Yu, Alexander C. Filipino 20,000,000 – Direct 35,260,725 – under PCD Yu, Adrian Alexander C.