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Securities and Exchange Commission Sec Form 20-Is

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Securities and Exchange Commission Sec Form 20-Is CR03782-2016 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 MEGAWORLD CORPORATION 3. Province, country or other jurisdiction of incorporation or organization Metro Manila 4. SEC Identification Number 167423 5. BIR Tax Identification Code 000-477-103 6. Address of principal office 28th Floor The World Centre, 330 Sen. Gil Puyat Avenue, Makati City, Philippines Postal Code 1227 7. Registrant's telephone number, including area code (+632) 867-8826 to 40 8. Date, time and place of the meeting of security holders 14 June 2016, 9:00 a.m. Grand Ballroom Eastwood Richmonde Hotel, 17 Orchard Road, Eastwood City, Bagumbayan, Quezon City, Philippines 9. Approximate date on which the Information Statement is first to be sent or given to security holders May 27, 2016 10. In case of Proxy Solicitations: Name of Person Filing the Statement/Solicitor Dominic V. Isberto Address and Telephone No. 28th Floor The World Centre, 330 Sen. Gil Puyat Avenue, Makati City, Philippines 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 32,239,445,872 Preferred 6,000,000,000 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 shares of common stock of the Company 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. Megaworld Corporation MEG 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' Jun 17, 2016 Meeting Type (Annual or Annual Special) Time 9:00 a.m. Grand Ballroom Eastwood Richmonde Hotel, 17 Orchard Road, Eastwood City, Bagumbayan, Venue Quezon City, Philippines Record Date May 6, 2016 Inclusive Dates of Closing of Stock Transfer Books Start Date N/A End date N/A Other Relevant Information None Filed on behalf by: Name Dohrie Edangalino Designation Head-Corporate Compliance Group SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-1S 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: MEGAWORLD CORPORATION 3. Metro Manila Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number: 167423 5. BIR Tax Identification Code: 000-477-103 6. 28th Floor, The World Centre 330 Sen. Gil Puyat Avenue Makati City, Philippines 1227 Address of principal office 7. Registrant’s telephone number, including area code: (+632) 867-8826 to 40 8. 17 June 2016, 9:00 a.m. Grand Ballroom Eastwood Richmonde Hotel 17 Orchard Road, Eastwood City Bagumbayan, Quezon City, Philippines Date, time and place of the meeting of security holders 9. Approximate date on which the Information Statement is first to be sent or given to security holders May 27, 2016 10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Stock Outstanding Common 32,239,445,872 Preferred 6,000,000,000 Total 38,239,445,872 11. Are any or all of registrant’s securities listed on the Philippine Stock Exchange? Yes [X] No [ ] If yes, disclose the name of such Stock Exchange and the class of securities listed therein: The shares of common stock of the Company are listed on the Philippine Stock Exchange. 28th Floor The World Centre, 330 Sen. Gil Puyat Avenue, Makati City NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO ALL STOCKHOLDERS: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Megaworld Corporation will be held on 17 June 2016, 9:00 a.m. at the Grand Ballroom, Eastwood Richmonde Hotel, 17 Orchard Road, Eastwood City, Bagumbayan, Quezon City, Philippines, with the following agenda: 1. Call to Order 2. Proof of Notice and Determination of Quorum 3. Approval of Minutes of the Previous Annual Meeting 4. Annual Report of Management 5. Appointment of External Auditors 6. Ratification of Acts and Resolutions of the Board of Directors, Board Committees and Management 7. Election of Directors 8. Other Matters 9. Adjournment Stockholders of record as of May 6, 2016 will be entitled to notice of, and to vote at, the Annual Meeting. We are not soliciting your proxy. However, if you would like to appoint proxies to represent you in the Annual Meeting, you may submit your proxy instruments on or before 03 June 2016 to the Office of the Corporate Secretary, 28/F The World Centre, 330 Sen. Gil Puyat Avenue, Makati City. Validation of proxies will be held on 07 June 2016, 9:00 a.m. Sample proxy forms are enclosed for your convenience. Makati City, Philippines, May 23, 2016. 2 SAMPLE ONLY PROXY MEGAWORLD CORPORATION 2016 STOCKHOLDERS’ MEETING I/WE hereby name and appoint ______________________________________, or in his absence, the Chairman of the meeting, as my/our proxy at the annual stockholders’ meeting of MEGAWORLD CORPORATION (“Megaworld”) to be held on 17 June 2016 at the Grand Ballroom, Eastwood Richmonde Hotel, 17 Orchard Road, Eastwood City, Bagumbayan, Quezon City, Philippines, and/or at any postponement or adjournment thereof, and/or any annual stockholders’ meeting of Megaworld, which appointment shall not exceed five (5) years from date hereof. In particular, I/We hereby direct my/our said proxy to vote all my/our shares on the agenda items set forth below as I/We have expressly indicated by marking the same with an “X”. Items Subject Action No. For Against Abstain 3. Approval of Minutes of the Previous Annual Meeting 5. Appointment of External Auditors 6. Ratification of Acts and Resolutions of the Board of Directors, Board Committees and Management 7. Election of Directors a. Andrew L. Tan b. Katherine L. Tan c. Kingson U. Sian d. Enrique Santos L. Sy e. Jesus B. Varela f. Gerardo C. Garcia g. Roberto S. Guevara FULL DISCRETION ______________________________ ____________________________________ PRINTED NAME OF STOCKHOLDER AUTHORIZED SIGNATORY THIS PROXY SHOULD BE RECEIVED BY THE CORPORATE SECRETARY ON OR BEFORE 3 JUNE 2016. 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. A STOCKHOLDER GIVING A 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. THIS PROXY DOES NOT NEED TO BE NOTARIZED. (Partnerships, Corporations and Associations must attach certified resolutions designating their proxies/representatives and authorized signatories.) 3 INFORMATION STATEMENT GENERAL INFORMATION Date, Time and Place of Meeting of Security Holders The annual meeting of stockholders of the Company will be held on 17 June 2016, 9:00 a.m., at the Grand Ballroom, Eastwood Richmonde Hotel, 17 Orchard Road, Eastwood City, Bagumbayan, Quezon City, Philippines. The Company’s complete mailing address is at the 28/F The World Centre, 330 Sen. Gil Puyat Avenue, Makati City, Philippines 1227. Copies of this information statement will be sent on or before 27 May 2016 to all stockholders on record as of 06 May 2016. The Company is not soliciting proxies. We are not asking you for a proxy. Neither are you required to send us a proxy. Dissenters’ Right of Appraisal There is no proposed corporate action in the agenda for the annual meeting of stockholders that will grant appraisal rights pursuant to the Corporation Code of the Philippines to dissenting stockholders. Any stockholder of the Company shall have the right to dissent and demand payment of the fair value of his shares in the following instances: 1) in case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence; 2) in case the corporation decides to invest its funds in another corporation or business or for any purpose outside of the primary purpose for which it was organized; (3) in case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets; and 4) in case of merger or consolidation. The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate action, by making a written demand on the Company within thirty (30) days after the date on which the vote was taken, for payment of the fair value of his shares.
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