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DWC Preliminary 20-IS 2018

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DWC Preliminary 20-IS 2018 RATIONALE FOR AGENDA ITEMS Agenda Item No. 4. Approval of the Minutes of the Previous Meeting of Stockholders held on 22 June 2017 Copies of the Minutes of the 22 June 2017 Annual Stockholders’ Meeting will be made available during the 2018 Annual Stockholders’ Meeting. It is likewise currently posted on the Corporation’s website (www.discovery.com.ph) and can be viewed at any time. Stockholders will be asked to approve the Minutes of the 2017 Annual Stockholders’ Meeting. Agenda Item No. 5. Approval of 2017 Operations and Results A report on the highlights of the financial performance of the Corporation for the year ended 2017 will be presented to the Stockholders. The same was reviewed by the Audit Committee and the Board of Directors, and have been audited by the external auditors who declared an unqualified opinion on the Audited Financial Statements (AFS). A summary of the 2017 AFS shall be also be presented to the Stockholders. Stockholders, after identifying themselves, will be given an opportunity to raise questions regarding the operations and report of the Corporation. Agenda Item No. 6. Ratification of all Acts of the Board of Directors and Management from the date of the last Annual Stockholders’ Meeting to the date of this meeting All actions, proceedings and contracts entered into, as well as resolutions made and adopted by the Board of Directors and of Management from the date of the Stockholders Meeting held on 22 June 2017 to the date of this meeting shall be presented for confirmation, approval, and ratification. The items covered with respect to the ratification of the acts of the Board of Directors and officers for the past year up to the date of the meeting are those items entered into in the ordinary course of business. Agenda Item No. 7. Election of Directors for 2018 to 2019 The current members of the Board of Directors, as reviewed, qualified and recommended by the Corporate Governance Committee, have been nominated for re-election. In view of increase in the number of members of the Board from seven (7) to nine (9), the Corporate Governance Committee likewise recommended individuals to for election as new Directors of the Corporation. Their proven expertise and qualifications, based on current regulatory standards and the Corporation’s own criteria, will help sustain the Company’s solid performance that will result to its stockholders’ benefit. The profiles of the Directors are available in the Company website as well as in this Information Statement. If elected, they shall serve as such for one (1) year from 9 November 2018 or until their successors shall have been duly elected and qualified. Agenda Item No. 8. Appointment of External Auditors The Audit Committee has pre-screened and recommended, and the Board has endorsed for consideration of the stockholders, the re-appointment of Reyes Tacandong & Co. as the Corporation's External Auditor for 2018-2019. Reyes Tacandong & Co. is one of the most reputable auditing firms in the country and is duly accredited by the Securities and Exchange Commission. The Stockholders will also be requested to delegate to the Board the authority to approve the appropriate audit fee for 2018. Agenda Item No. 9 Amendment of the Articles of Incorporation The Board of Directors in separate meetings held on 29 August 2017 and 28 February 2018 approved the amendment of the Articles of Incorporation, particularly the addition of “Terra Spa” as a tradename and Articles II and VII. Article II shall be amended to include its secondary purpose the business of dealing in foreign exchange transactions, while Article VII shall be amended to convert 265,000,000 common shares into preferred shares in consideration of a possible capital raising exercise that will be conducted by the Company in the future. PROXY FORM The undersigned stockholder of DISCOVERY WORLD CORPORATION (the “Company”) 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 his/her/its name as proxy of the undersigned stockholder, at the Annual Meeting of Stockholders of the Company on 9 November 2018 and at any of the adjournments thereof for the purpose of acting on the following matters: 1. Election of Directors. 1.1 Vote for all nominees listed below: 1.1.1. John Y. Tiu, Jr. 1.1.2. Romualdo C. Macasaet 1.1.3. Lamberto R. Villena 1.1.4. A. Bayani K. Tan 1.1.5. Christopher John A.D. Tiu 1.1.6. Jose C. Parreño, Jr. 1.1.7. Elizabeth Ann C. Parpan (Independent Director) 1.1.8. William L. Chua (Independent Director) 1.1.9. Eric Yu (Independent Director) 1.2 Withhold authority for all nominees listed above 1.3 Withhold authority to vote for the nominees listed below: 2. Approval of minutes of previous Annual Stockholders’ Meeting. Yes No Abstain 3. Approval of 2017 Operations and Results Yes No Abstain 4. Ratification of all acts and resolutions of the Board of Directors and Management from date of last Stockholders’ Meeting to 9 November 2018. Yes No Abstain 5. Election of Reyes Tacandong & Co. as external auditor. Yes No Abstain 6. Amendment of Articles of Incorporation 6.1 Vote for all amendments to the Articles of Incorporation 6.1.1 Corporate Name: to include the tradename, "Terra Spa" which pertains to the Spa located within Discovery Shores Boracay; 6.1.2 Article II: to include its secondary purpose the business of dealing in foreign exchange transactions; and 6.1.3 Article VII: to convert 265,000,000 common shares into preferred shares 6.2 Withhold authority for all amendments listed above 6.3 Withhold authority to vote for the nominees listed below: 7. At their discretion, the proxies named above are authorized to vote upon such other matters as may be properly come before the meeting. Yes No Abstain Printed Name of Stockholder Signature of Stockholder /Authorized Signatory Date THIS PROXY FORM SHOULD BE RECEIVED BY THE CORPORATE SECRETARY AT LEAST TEN (10) DAYS BEFORE THE DATE SET FOR THE ANNUAL MEETING AS PROVIDED IN THE BY-LAWS. SECRETARY’S CERTIFICATE I, ____________________, Filipino, of legal age and with office address at ____________________________, do hereby certify that: 1. I am the duly appointed Corporate Secretary of ___________________________ (the “Corporation”), a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with office address at _________________________; 2. Based on the records, during the lawfully convened meeting of the Board of Directors of the Corporation held on ______________________, the following resolution was passed and approved: “RESOLVED, That ____________________ be authorized and appointed, as he is hereby authorized and appointed, as the Corporation’s Proxy (the “Proxy”) to attend all meetings of the stockholders of Discovery World Corporation (“DWC”) whether the meeting is regular or special, or at any meeting postponed or adjourned therefrom, with full authority to vote the shares of stock of the Corporation held in DWC and to act upon all matters and resolution that may come before or presented during meetings, or any adjournments thereof, in the name, place and stead of the Corporation. “RESOLVED, FINALLY, That DWC be furnished with a certified copy of this resolution and DWC may rely on the continuing validity of this resolution until receipt of written notice of its revocation.” 3. The foregoing resolution has not been modified, amended or revoked in accordance with the records of the Corporation presently in my custody. IN WITNESS WHEREOF, I have signed this instrument in ____________ on _______________. ________________________________ Printed Name and Signature of the Corporate Secretary SUBSCRIBED AND SWORN TO BEFORE ME on __________________ in _________________. Affiant exhibited to me his Competent Evidence of Identity by way of _____________________ issued on _______________ at ________________. Doc. No. ______; Page No. ______; Book No. ______; Series of _______. PART I. A. GENERAL INFORMATION Item 1. Date, time and place of meeting of security holders (a) Date - 9 November 2018 (Friday) Time - 2:00 P.M. Place - Discovery Shores Boracay, Station 1, Balabag, Malay, Aklan (b) The approximate date on which the Information Statement will be sent or given to security holders is on 12 October 2018. (c) The complete mailing address of the principal office of DISCOVERY WORLD CORPORATION (the “Company”) is: Discovery Shores Boracay, Station 1, Balabag, Malay, Aklan. Item 2. Dissenters’ Right of Appraisal The matters to be voted upon in the Annual Stockholders’ Meeting on 9 November 2018 are not among the instances enumerated in Sections 42 and 81 of the Corporation Code whereby the right of appraisal, defined to be the right of any stockholder to dissent and demand payment of the fair value of his shares, may be exercised. The instances where the right of appraisal may be exercised are as follows: 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 as provided in the Corporation Code; 3. In case the Company decides to invest its funds in another corporation or business outside of its primary purpose; and 4. In case of merger or consolidation. Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon (a) No person who has been a director or officer or any nominee for election as director of the Company or associate of such persons, have substantial interest, direct or indirect, in any matter to be acted upon other than the election of directors for the year 2018-2019.
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