Aboitiz Equity Ventures, Inc
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SEC FORM 20-IS (INFORMATION STATEMENT) 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 15, 2017, 4:00 p.m., at the Ballroom 2, 2nd Floor, Fairmont Makati, 1 Raffles Drive, Makati Avenue, Makati City, 1224 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 16, 2016 5. Presentation of the President’s Report 6. Approval of the 2016 Annual Report and Financial Stataments 7. Appointment of the Company’s External Auditor for 2017 8. Ratification of the Acts, Resolutions and Proceedings of the Board of Directors, Corporate Officers and Management in 2016 up to May 15, 2017 9. Election of the Members of the Board of Directors 10. Other Business 11. Adjournment Only stockholders of record at the close of business hours on March 31, 2017 are entitled to notice and to vote at this meeting. Registration will start at 2:00 p.m. and will end at 3:45 p.m. Stockholders are requested to present any valid proof of identification, such as driver’s license, passport, company ID or SSS/GSIS ID upon registration. 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. Stockholders who are unable to attend the meeting may 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 days prior to the opening of the Annual Stockholders’ Meeting, or on or before May 8, 2017, 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 sample proxy form for your convenience. For the Board of Directors: M. Jasmine S. Oporto Corporate Secretary *The rationale for each Agenda item subject to stockholders’ approval is explained in Annex “A” and may also be viewed at AEV’s website at www.aboitiz.com under Annual Stockholders’ Meeting in the Investor Relations page. Annual Report 2016 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 [ X ] Definitive Information Statement 2. Name of Registrant as specified in its charter: ABOITIZ EQUITY VENTURES, INC. 3. Province, country or other jurisdiction of incorporation or organization: PHILIPPINES 4. SEC IdentificationNumber: CEO2536 5. BIR Tax IdentificationCode: 003-828-269-000-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, time and place of the meeting of security holders: Date : MAY 15, 2017 Time : 4:00 P.M. Place : BALLROOM 2, 2ND FLOOR FAIRMONT MAKATI, 1 RAFFLES DRIVE, MAKATI AVENUE, MAKATI CITY 1224 METRO MANILA, PHILIPPINES 9. Approximate date when the Information Statement is first to be sent or given to security holders: APRIL 20, 2017 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 Par Value No. of Shares Authorized Capital Stock ClassCommon 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, 2016 5,633,792,557 Amount of Debt Outstanding as of December 31, 2016 P255,786,255,493.00 12. Are any or all of registrant’s securities listed on a Stock Exchange? Yes X No If yes, disclose the name of such Stock Exchange and the class of securities listed therein: 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 15, 2017 Time of meeting : 4:00 p.m. Place of meeting : Ballroom 2, 2nd Floor Fairmont Makati, 1 Raffles Drive, Makati Avenue, Makati City 1224 Metro Manila, Philippines Approximate mailing date of this statement : April 20, 2017 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. Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon (a) No current director or officer of AEV, or nominee for election as director of AEV, or any associate of any of the foregoing persons, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon in the stockholders’ meeting, other than in the election to AEV’s Board of Directors (Board). Annual Report 2016 5 SEC FORM 20-IS (INFORMATION STATEMENT) (b) No director has informed AEV in writing that he intends to oppose any action to be taken by AEV at the meeting. B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof (a) Class of Voting Shares as of February 28, 2017: Class of Voting Nationality Number of Shares Percentage Shares Filipino 5,069,638,852 89.99% Common Non-Filipino 564,153,705 10.01% Total Number of Shares Entitled to Vote 5,633,792,557 100.00% Every stockholder shall be entitled to one vote for each share of stock held as of the established record date. (b) Record Date All stockholders of record as of March 31, 2017 are entitled to notice and to vote at AEV’s Annual Stockholders’ Meeting. (c) Election of Directors and Cumulative Voting Rights With respect to the election of directors, a stockholder may vote, in person or by proxy, the number of shares of stock standing in his own name on the stock and transfer books of the corporation. A stockholder may vote such number of shares for as many persons as there are directors to be elected. He may also cumulate said shares and give one candidate as many votes as the number of directors to be elected, or distribute the shares on the same principle among as many candidates as he shall see fit, provided, that the total number of votes cast by the stockholder shall not exceed the total number of shares owned by him as shown in the books of AEV, multiplied by the number of directors to be elected; provided, further, that no delinquent stock shall be voted.