PHILIPPINE STOCK EXCHANGE, INC. 3Rd Floor, Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City MS. JANET E
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SEC FORM 20-IS (INFORMATION STATEMENT) March 12, 2015 SECURITIES AND EXCHANGE COMMISSION SEC Building, EDSA Greenhills Mandaluyong City, Metro Manila ATTENTION : DIR. VICENTE GRACIANO P. FELIZMENIO, JR. Director, Markets and Securities Regulation Department PHILIPPINE STOCK EXCHANGE, INC. 3rd Floor, Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City ATTENTION : MS. JANET ENCARNACION Head, Disclosure Department PHILIPPINE DEALING & EXCHANGE CORP. Market Regulatory Services Group 37/F, Tower 1, The Enterprise Center 6766 Ayala Avenue corner Paseo de Roxas, Makati City ATTENTION : MS. VINA VANESSA S. SALONGA Head - Issuer Compliance and Disclosures Department RE : SEC Form 20 – IS (Preliminary Information Statement 2015) Gentlemen: We submit two (2) copies of SEC Form 20-IS (Preliminary Information Statement 2015) of Aboitiz Equity Ventures, Inc. for your files. Kindly acknowledge receipt hereof. Thank you. Very truly yours, ABOITIZ EQUITY VENTURES, INC. By M. JASMINE S. OPORTO Corporate Secretary Annual Report 2014 1 SEC FORM 20-IS (INFORMATION STATEMENT) COVER SHEET C E O 2 5 3 6 S.E.C. Registration Number A B O I T I Z E Q U I T Y V E N T U R E S , I N C . ( Company's Full Name ) 3 2 N D S T R E E T , B O N I F A C I O G L O B A L C I T Y , T A G U I G C I T Y , M E T R O M A N I L A P H I L I P P I N E S (Business Address: No. Street City / Town / Province ) M. JASMINE S. OPORTO 02 - 886 - 2800 Contact Person Company Telephone Number Preliminary Contact Person Information Statement 3rd Monday of 1 2 3 1 2 0 - I S May0 5 1 8 Month Day FORM TYPE Month Day Fiscal Year Annual Meeting N/A Secondary License Type, if Applicable SEC N/A Dept. Requiring this Doc Amended Articles Number/Section x Total No. of Stockholders Domestic Foreign - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - To be accomplished by SEC Personnel concerned File Number LCU Document I.D. Cashier S T A M P S Remarks = Pls. use black ink for scanning purposes 2 Aboitiz Equity Ventures, Inc. SEC FORM 20-IS (INFORMATION STATEMENT) N OTICE AND AGENDA O F ANNUAL MEETING OF STOCKHOLDERS ABOITIZ EQUITY VENTURES, INC. 32nd Street, Bonifacio Global City Taguig City, Metro Manila 1634, Philippines NOTICE is hereby given that the Annual Meeting of the Stockholders of ABOITIZ EQUITY VENTURES, INC. will be held on May 18, 2015, 4:00 p.m., at the Grand Ballroom, 2nd Floor, InterContinental Manila, 1 Ayala Avenue, Makati City, 1226 Metro Manila, Philippines. The Agenda of the meeting is as follows: 1. Call to Order 2. Proof of Notice of Meeting 3. Determination of Quorum 4. Reading and Approval of the Minutes of the Previous Stockholders’ Meeting held on May 19, 2014 5. Presentation of the President’s Report 6. Approval of the 2014 Annual Report and Financial Statements 7. Delegation of the Authority to Appoint the Company’s External Auditor for 2015 to the Board of Directors 8. Ratification of the Acts, Resolutions and Proceedings of the Board of Directors, Corporate Officers and Management in 2014 up to May 18, 2015 9. Election of the Members of the Board of Directors 10. Approval of the Increase of Directors’ Monthly Allowance 11. Renewal of the Delegated Authority to the Board of Directors to Amend or Repeal the Company’s By- Laws or Adopt New By-Laws 12. Other Business 13. Adjournment Only stockholders of record at the close of business hours on March 31, 2015 are entitled to notice and to vote at this meeting. Registration will start at 2:00 p.m. and will end at 4:00 p.m. Kindly present any valid proof of identification, such as driver’s license, passport, company ID or SSS/GSIS ID. Aside from personal identification, representatives of corporate stockholders and other entities should also present a duly sworn Secretary’s Certificate or a similar document showing his or her authority to represent the corporation or entity. If you are unable to attend the meeting, you may opt to execute a proxy in favor of a representative. In accordance with the Amended By-Laws of the Company, proxies must be submitted for inspection, validation and recording at least seven (7) days prior to the opening of the Annual Stockholders’ Meeting, or on or before May 11, 2015, to the Office of the Corporate Secretary at the 18th Floor of NAC Tower, 32nd Street, Bonifacio Global City, Taguig City, Metro Manila. The Proxy Verification Committee will inspect, examine and validate the sufficiency of the proxy forms received. We enclose a proxy form for your convenience. For the Board of Directors: M. JASMINE S. OPORTO Corporate Secretary Annual Report 2014 3 SEC FORM 20-IS (INFORMATION STATEMENT) SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ X ] Preliminary Information Statement [ ] Definitive Information Statement 2. Name of Registrant as specifiedin its charter: ABOITIZ EQUITY VENTURES, INC. 3. Province, country or other jurisdictionof incorporationor organization: PHILIPPINES 4. SEC IdentificationNumber: CEO2536 5. BIR Tax IdentificationCode: 003-828-269-V 6. 6. Address of principal office: 32ND STREET, BONIFACIO GLOBAL CITY TAGUIG CITY, METRO MANILA 1634 PHILIPPINES 7. Registrant’s telephone number, including area code: (02) 886-2800 8. Date, timeand place of the meetingof security holders: Date : MAY 18, 2015 Time : 4:00 P.M. Place : GRAND BALLROOM, 2ND FLOOR INTERCONTINENTAL MANILA 1 AYALA AVENUE, MAKATI CITY 1226 METRO MANILA, PHILIPPINES 9. Approximate date when the InformationStatement is first to be sent or given to security holders: APRIL 24, 2015 10. In case of Proxy Solicitations: N/A 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the Revised Securities Act (Information on number of shares and amount of debt is applicable only to corporate registrants): Authorized Capital Stock: P10,000,000,000.00 Title of Each Class Par Value No. of Shares Authorized Capital Stock Common P1.00 9,600,000,000 P9,600,000,000.00 Preferred P1.00 400,000,000 P400,000,000.00 Total 10,000,000,000 P10,000,000,000.00 No. of Common Shares Outstanding as of December 31, 2014 5,538,581,307 Amount of Debt Outstanding as of December 31, 2014 118,526,705,000.00 12. Are any or all of registrant’s securities listed on a Stock Exchange? Yes X No The common stock of the Company is listed at The Philippine Stock Exchange, Inc. (PSE). 4 Aboitiz Equity Ventures, Inc. SEC FORM 20-IS (INFORMATION STATEMENT) INFORMATION REQUIRED IN INFORMATION STATEMENT A. GENERAL INFORMATION Item 1. Date, time and place of Annual Stockholders’ Meeting Date of meeting : May 18, 2015 Time of meeting : 4:00 p.m. Place of meeting : Grand Ballroom, 2nd Floor InterContinental Manila 1 Ayala Avenue, Makati City 1226 Metro Manila, Philippines Approximate mailing date of this statement : April 24, 2015 Complete mailing address of the principal office of the registrant : 18th Floor, NAC Tower, 32nd Street Bonifacio Global City Taguig City, Metro Manila 1634 Philippines Item 2. Dissenter’s Right of Appraisal There are no matters or proposed actions included in the Agenda of the Meeting that may give rise to a possible exercise by the stockholders of their appraisal rights. Generally, however, the stockholders of Aboitiz Equity Ventures, Inc. (hereinafter referred to as AEV or the Company or the Registrant) have the right of appraisal in the following instances: (a) 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 of outstanding shares of any class, or of extending or shortening the term of corporate existence; (b) 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 of the Philippines (Corporation Code); and (c) in case of merger or consolidation. Any stockholder who wishes to exercise his appraisal right must have voted against the proposed corporate action. He must make a written demand on AEV, within 30 days after the date on which the vote was taken, for payment of the fair value of his shares. Failure to make the demand within such period shall be deemed a waiver of such appraisal right. If the proposed corporate action is implemented or effected, AEV shall pay to such stockholder, upon surrender of the certificate or certificates of stock representing his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. If, within a period of 60 days from the date the corporate action was approved by the stockholders, the withdrawing stockholder and AEV cannot agree on the fair value of the shares, it shall be determined and appraised by three disinterested persons, one of whom shall be named by the stockholder, another by AEV, and the third by the two thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by AEV within 30 days after such award is made. No payment shall be made to any dissenting stockholder unless AEV has unrestricted retained earnings in its books to cover such payment. Upon payment by AEV of the agreed or awarded price, the stockholder shall forthwith transfer his shares to AEV.