Securities and Exchange Commission Sec Form 20-Is
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CR03157-2019 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: Preliminary Information Statement Definitive Information Statement 2. Name of Registrant as specified in its charter JG SUMMIT HOLDINGS, INC. 3. Province, country or other jurisdiction of incorporation or organization Metro Manila, Philippines 4. SEC Identification Number 184044 5. BIR Tax Identification Code 000-775-860 6. Address of principal office 43rd Floor, Robinsons Equitable Tower, ADB Avenue corner Poveda Street, Ortigas Center, Pasig City Postal Code 1605 7. Registrant's telephone number, including area code (632) 633-7631 to 40 8. Date, time and place of the meeting of security holders May 30, 2019 5:00 p.m. at the Sapphire AB, 4th Floor, Crowne Plaza Manila Galleria, Ortigas Avenue corner Asian Development Bank Avenue, Quezon City, Metro Manila 9. Approximate date on which the Information Statement is first to be sent or given to security holders May 9, 2019 10. In case of Proxy Solicitations: Name of Person Filing the Statement/Solicitor N/A Address and Telephone No. N/A 11. 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 and Amount of Debt Outstanding Common 7,162,841,657 13. Are any or all of registrant's securities listed on a Stock Exchange? Yes No If yes, state the name of such stock exchange and the classes of securities listed therein: The common shares of the Corporation are listed on the Philippine Stock Exchange The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party. JG Summit Holdings, Inc. JGS PSE Disclosure Form 17-5 - Information Statement for Annual or Special Stockholders' Meeting References: SRC Rule 20 and Section 17.10 of the Revised Disclosure Rules Date of Stockholders' May 30, 2019 Meeting Type (Annual or Annual Special) Time 5:00 p.m. Sapphire AB, 4th Floor, Crowne Plaza Manila Galleria, Ortigas Avenue corner Asian Venue Development Bank Avenue, Quezon City, Metro Manila Record Date Apr 25, 2019 Inclusive Dates of Closing of Stock Transfer Books Start Date N/A End date N/A Other Relevant Information Please find attached the Definitive Information Statement filed with the Securities and Exchange Commission in connection with the annual meeting of the stockholders of JG Summit Holdings, Inc. to be held on May 30, 2019. Filed on behalf by: Name Rosalinda Rivera Designation Corporate Secretary COVER SHEET 1 8 4 0 4 4 SEC Registration Number J G S U M M I T H O L D I N G S , I N C . (Company’s Full Name) 4 3 r d F l o o r , R o b i n s o n s E q u i t a b l e T o w e r , A D B A v e n u e c o r n e r P o v e d a 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 , M e t r o M a n i l a (Business Address: No. Street City/Town/Province) Atty. Rosalinda F. Rivera 633-7631 to 40 Corporate Secretary (Contact Person) (Company Telephone Number) 1 2 3 1 2 0 - I S last Thursday of May Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) Definitive Information Statement Issuer of Securities under SEC-BED Order No. 512, Series of 1993; SEC-BED Order No. 623, Series of 1993; SEC-BED Order No. 693, Series of 1994; SEC-BED Order No. 966, Series of 1994; and SEC-CFD Order No. 080, Series of 1998 (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. WE ARE NOT SOLICITING YOUR PROXY Stockholders who will not, are unable or do not expect to attend the meeting in person but would like to be represented thereat may choose to execute and send a proxy form to the Office of the Corporate Secretary on or before May 23, 2019. A sample proxy form is provided below. P R O X Y The undersigned stockholder of JG SUMMIT HOLDINGS, INC. (the “Corporation”), do hereby appoint __________________________________________ as my proxy to represent me and vote all shares registered in my name in the records or books of the Corporation at the Annual Meeting of the Stockholders of the Corporation to be held on May 30, 2019 and adjournments and postponements thereof for the purpose of acting on the following matters as fully to all intents and purposes as I might do if present and acting in person, hereby ratifying and confirming all that my said attorney shall lawfully do or cause to be done by virtue of these presents: 1. Approval of the Minutes of the Annual Meeting of the 4. Appointment of SyCip Gorres Velayo & Co. as external Stockholders held on May 28, 2018. auditor. _____Yes _____ No _____ Abstain _____Yes _____ No _____ Abstain 2. Approval of the financial statements for the preceding year. 5. Ratification of the acts of the Board of Directors and its _____Yes _____ No _____ Abstain committees, officers and management. _____Yes _____ No _____ Abstain 3. Election of Board of Directors. Yes No Abstain 6. At his/her discretion, the proxy named above is authorized 1. John L. Gokongwei, Jr. _____ _____ _____ to vote upon such other matters as may properly come during 2. James L. Go _____ _____ _____ the meeting. 3. Lance Y. Gokongwei _____ _____ _____ _____Yes _____ No _____ Abstain 4. Lily G. Ngochua _____ _____ _____ 5. Patrick Henry C. Go _____ _____ _____ _______________________________________ 6. Johnson Robert G. Go, Jr. _____ _____ _____ PRINTED NAME OF STOCKHOLDER 7. Robina Gokongwei-Pe _____ _____ _____ 8. Cirilo P. Noel _____ _____ _____ _______________________________________ SIGNATURE OF STOCKHOLDER / Independent Directors AUTHORIZED SIGNATORY 9. Jose T. Pardo _____ _____ _____ 10. Renato T. De Guzman _____ _____ _____ _______________________________________ 11. Antonio L. Go _____ _____ _____ ADDRESS OF STOCKHOLDER _______________________________________ CONTACT TELEPHONE NUMBER _______________________________________ DATE IN CASE OF THE NON-ATTENDANCE OF MY PROXY NAMED ABOVE, I AUTHORIZE AND EMPOWER THE CHAIRMAN OF THE MEETING TO FULLY EXERCISE ALL RIGHTS AS MY PROXY AT SUCH MEETING. This proxy shall continue until such time as the same is withdrawn by me through notice in writing delivered to the Corporate Secretary at least three (3) working days before the scheduled meeting on May 30, 2019, but shall not apply in instances where I personally attend the meeting. A PROXY SUBMITTED BY A CORPORATION SHOULD BE ACCOMPANIED BY A CORPORATE SECRETARY’S CERTIFICATE QUOTING THE BOARD RESOLUTION DESIGNATING A CORPORATE OFFICER TO EXECUTE THE PROXY. IN ADDITION TO THE ABOVE REQUIREMENT FOR CORPORATIONS, A PROXY FORM GIVEN BY A BROKER OR CUSTODIAN BANK IN RESPECT OF SHARES OF STOCK CARRIED BY SUCH BROKER OR CUSTODIAN BANK FOR THE ACCOUNT OF THE BENEFICIAL OWNER MUST BE ACCOMPANIED BY A CERTIFICATION UNDER OATH STATING THAT THE BROKER OR CUSTODIAN BANK HAS OBTAINED THE WRITTEN CONSENT OF THE ACCOUNT HOLDER. JG SUMMIT HOLDINGS, INC. (“JGSHI”) PROFILES OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS FOR THE YEAR 2019 1. Name : John L. Gokongwei, Jr. Age : 92 Designation : Founder and Chairman Emeritus Business experience and education: Mr. John L. Gokongwei, Jr., is the founder and Chairman Emeritus of JG Summit Holdings, Inc., Universal Robina Corporation and Robinsons Land Corporation. He is currently the Chairman of the Gokongwei Brothers Foundation, Inc., and a director of Cebu Air, Inc., Robinsons Retail Holdings, Inc. and Oriental Petroleum and Minerals Corporation. He was elected a director of Manila Electric Company on March 31, 2014. He is also a non-executive director of A. Soriano Corporation. Mr. John L. Gokongwei, Jr. received a Master’s degree in Business Administration from the De La Salle University and attended the Advanced Management Program at Harvard Business School. 2. Name : James L. Go Age : 79 Designation : Chairman Business experience and education: Mr. James L. Go, is the Chairman of JGSHI and Cebu Air, Inc. He is the Chairman and Chief Executive Officer of Oriental Petroleum and Minerals Corporation. He is the Chairman Emeritus of Universal Robina Corporation, Robinsons Land Corporation, JG Summit Petrochemical Corporation and JG Summit Olefins Corporation. He is the Vice Chairman of Robinsons Retail Holdings, Inc. and a director of Marina Center Holdings Private Limited, United Industrial Corporation Limited and Hotel Marina City Private Limited. He is also the President and Trustee of the Gokongwei Brothers Foundation, Inc. He has been a director of the PLDT Inc. (PLDT) since November 3, 2011. He is a member of the Technology Strategy and Risk Committees and Advisor of the Audit Committee of the Board of Directors of PLDT. He was elected a director of Manila Electric Company on December 16, 2013.