Definitive Information Statement 2021
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COVER SHEET 9 3 2 6 9 - A SEC Registration Number R O B I N S O N S L A N D C O R P O R A T I O N (Company’s Full Name) L E V E L 2 , G A L L E R I A C O R P O R A T E C E N T E R E D S A C O R N E R O R T I G A S A V E N U E , Q U E Z O N C I T Y , M E T R O M A N I L A (Business Address: No. Street City/Town/Province) Atty. Elaine G. Miranda-Araneta 8397-1888 Corporate Secretary (Contact Person) (Company Telephone Number) 1 2 3 1 2 0 - I S Last Wednesday of May Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) Definitive Information Statement Issuer of Securities under SEC-BED Order No.125,Series of 1989; SEC-BED Order No.435, Series of 1989; SEC-BED Order No.523,Series of 1993; SEC-BED Order No.524 Series of 1993;SEC-BED Order No. 572, Series of 1995; SEC-BED Order No. 057, Series of 1997; SEC-CFD Order No. 128, Series of 2006; SEC-MSRD Order No 71, Series of 2015 (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 ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes. ROBINSONS LAND CORPORATION LEVEL 2, GALLERIA CORPORATE CENTER, EDSA CORNER ORTIGAS AVENUE, QUEZON CITY TEL. NO.: 8633-7631, 8637-1670, 8240-8801 FAX NO.: 8633-9387 OR 8633-9207 April 19, 2021 SECURITIES AND EXCHANGE COMMISSION (“SEC”) PICC Secretariat Building Philippine International Convention Center (PICC) Complex Roxas Boulevard Pasay City Attention: Mr. Vicente Graciano F. Felizmenio, Jr. Director Market and Securities Regulation Department Re: Definitive Information Statement for the Annual Meeting of the Stockholders of Robinsons Land Corporation on May 13, 2021 Dear Director Felizmenio, This is with reference to your comments received on April 16, 2021 addressed to Robinsons Land Corporation (the “Company”) directing the Company to provide the following information and our compliance thereto: Information Required Page Reference A. Publication of the Notice of Annual In compliance with SEC Notice March 17, Stockholders’ Meeting and other documents 2021, the Notice of Annual Stockholders’ and the approximate date on which information Meeting and other documents will be statement is first given to stockholders published in print and online format in 2 newspapers of general circulation immediately after submission of the Definitive Information Sheet. Please refer to page 1 and page 2 under Item 1 of the Definitive Information Statement on the approximate date on which information statement is first given to stockholders. B. Control and Compensation 1. Equity percentage of foreign ownership per Please refer to page 5 of the Definitive class, if any Information Statement under Item 4 (d) 3 regarding equity percentage of foreign ownership. 2. Term Limit for Independent Directors Please refer to page 7 of the Definitive Information Statement under Item 5 (c) regarding the Company’s compliance with SEC Memo Circular No. 19, Series of 2016 regarding the Term Limit of Independent Directors. 3. Compensation of Directors and Officers a. Compensation of Each Director Please refer to page 13 of the Definitive Information Statement under Item 6 para. (b) providing the compensation of each director. b. Summary Compensation Table Please refer to pp. 12 & 13 of the Definitive Information Statement under Item 6 par. (a) providing the compensation table of the Chief Executive Officer and the 4 most highly compensated executive officers. 4. Information required under Section 49 of the RCC 1. Description of the voting and tabulation Please see page 15 of the Definitive Information procedure in the preceding meeting Statement under Item 15 (Action with Respect to Reports) for the website link to the Minutes of the Annual Meeting of Stockholders held on May 14, 2020 (the “2020 ASM Minutes”), which contains the Description of the voting and tabulation procedure in the preceding meeting. This is under the Section I of the 2020 ASM Minutes. 2. Description of the opportunity given to Please see page 15 of the Definitive Information stockholders or members to ask questions Statement under Item 15 (Action with Respect to and a record of the questions asked and Reports) for the website link to the Minutes of the answers given Annual Meeting of Stockholders held on May 14, 2020 (the “2020 ASM Minutes”), which contains the questions posed by the stockholders and answers given by the Company. This is under the Section VII of the 2020 ASM Minutes. 3. The matters discussed and resolutions Please see page 15 of the Definitive Information reached Statement under Item 15 (Action with Respect to 4. A record of the voting results for each Reports) for the website link to the 2020 ASM agenda item Minutes. The matters discussed and voting results for each agenda item presented for approval are shown in Section II to VI of the 2020 ASM Minutes. 5. List of directors, officers and stockholders Please see page 15 of the Definitive Information who attended the meeting Statement under Item 15 (Action with Respect to Reports) for the website link to the 2020 ASM Minutes. The list of directors, officers and stockholders who attended the meeting are shown on page 1 of the 2020 ASM Minutes. 6. Other matters in the interest of good Please see page 11 of the Definitive governance and the protection of minority Information Statement under Item 5 (i) (Appraisals stockholders and Performance Report for the Board) with regard to the process undertaken by the Corporate Governance Committee of the Company in the evaluation of the performance of the Board and its committees and management. 7. Directors disclosures on self-dealings and Please see page 10 of the Definitive Information related party transactions Statement under Item 4 (h) (Directors’ Disclosures on Self-Dealing and Related Party Transactions) Please find attached the Definitive Information Statement and Management Report of the Company in relation to the Annual Meeting of the Stockholders to be held on May 13, 2021. Thank you very much. Very truly yours, ELAINE G. MIRANDA-ARANETA Corporate Secretary ROBINSONS LAND CORPORATION LEVEL 2, GALLERIA CORPORATE CENTER, EDSA CORNER ORTIGAS AVENUE, QUEZON CITY TEL. NO.: 633-7631, 637-1670, 240-8801 FAX NO.: 633-9387 OR 633-9207 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MAY 13, 2021 Notice is hereby given that the Annual Meeting of the Stockholders of ROBINSONS LAND CORPORATION will be held on May 13, 2021 at 12:00 noon via remote communication in accordance with the rules of the Securities and Exchange Commission. The Agenda for the meeting is, as follows: 1. Proof of notice of the meeting and existence of a quorum. 2. Reading and approval of the Minutes of the Annual Meeting of the Stockholders held on May 14, 2020. 3. Presentation of annual report and approval of the financial statements for the preceding year. 4. Amendment of the Articles of Incorporation reducing Board Seats from 11 to 9. 5. Election of Board of Directors. 6. Appointment of External Auditor. 7. Ratification of the acts of the Board of Directors and its committees, officers and management 8. Consideration of such other matters as may properly come during the meeting. 9. Adjournment. A brief explanation of the agenda item which requires stockholders’ approval is provided herein. The Information Statement to be sent to the stockholders shall contain more details regarding the rationale and explanation for each of such agenda items. In light of current conditions and in support of the efforts to contain the outbreak of COVID-19, stockholders may only attend the meeting via remote communication. Stockholders intending to participate via remote communication must notify the Corporation by email to [email protected] on or before May 5, 2021. Stockholders who wish to cast their votes may do so via the method provided for voting in absentia, subject to validation procedures, or by accomplishing the attached proxy form. The procedures for attending the meeting via remote communication and for casting votes in absentia are explained further in the Information Statement. Shareholders who wish to vote by proxy shall send a soft copy of the duly accomplished proxy form via email to [email protected] or a physical copy to the Office of the Corporate Secretary, 12F Robinsons Cyberscape Alpha, Sapphire and Garnet Rds., Ortigas Center, Pasig City. Pursuant to Section 2, Article VII of the Amended By-Laws of Robinsons Land Corporation, proxies must be received by the Corporate Secretary for inspection and recording not later than five (5) working days before the time set for the meeting, or not later than May 5, 2021. Validation of proxies shall be held on May 10, 2021. We are not soliciting proxies. Only stockholders of record as of April 5, 2021 shall be entitled to vote. By Authority of the Chairman: ELAINE G. MIRANDA-ARANETA Corporate Secretary ROBINSONS LAND CORPORATION LEVEL 2, GALLERIA CORPORATE CENTER, EDSA CORNER ORTIGAS AVENUE, QUEZON CITY TEL. NO.: 633-7631, 637-1670, 240-8801 FAX NO.: 633-9387 OR 633-9207 ANNUAL MEETING OF STOCKHOLDERS MAY 13, 2021 EXPLANATION OF AGENDA ITEMS FOR STOCKHOLDERS’ APPROVAL The Corporation has established a procedure for the registration of and voting in absentia by stockholders at the annual meeting, as allowed under Sections 23 and 57 of the Revised Corporation Code.