NOTICE OF ANNUAL STOCKHOLDERS’ MEETING To All Stockholders: Please be informed that the Annual Stockholders’ Meeting of PAL HOLDINGS, INC. will be held on Thursday, 31 May 2018, at 2:00 p.m. at the Kachina Room, Century Park Hotel, Manila, for the following purposes: 1. Call to order 2. Proof of the required notice of the meeting 3. Proof of the presence of quorum 4. Approval of the Minutes of the 2017 Annual Stockholders’ Meeting held on 25 May 2017 5. Report of Management and the Board of Directors 6. Ratification of All Acts, Transactions and Resolutions by the Board of Directors and Management since the 2017 Annual Stockholders’ Meeting 7. Election of Directors 8. Amendment of Articles of Incorporation a. Reduce the number of directors from eleven (11) to nine (9) 9. Adjournment Only stockholders of record, in good standing, as of 23 April 2018, will be entitled to notice of, and to vote at, the meeting. Registration will begin at 1:00 p.m. on 31 May 2018. In order to facilitate registration, shareholders attending in person or their proxy should bring appropriate identification cards bearing a picture such as driver’s license, company ID, and the like. All shareholders are cordially invited to attend the meeting in person. However, if you are unable to attend personally, you may designate your authorized representative by submitting a proxy of your choice not later than the close of business on 21 May 2018 at the Office of the Corporate Secretary. All proxies received will be validated on 25 May 2018, 2:00 p.m. at the Office of the Corporate Secretary, 2/F Allied Bank Center, 6754 Ayala Avenue, Makati City. 03 May 2018. MA. CECILIA L. PESAYCO Corporate Secretary SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS Information Statement Pursuant to Section 20 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 : PAL HOLDINGS, INC. 3. Province, country or other jurisdiction of incorporation or organization : Metro Manila, Philippines 4. SEC Identification Number : PW-94 5. BIR Tax Identification Number : 000-707-922-000 6. Address of principal office : 8th Floor PNB Financial Center, Pres. Diosdado Macapagal Ave., CCP Complex, Pasay City 1307 7. Registrant’s telephone number, including area code : (632) 8163451 8. Date of meeting : 31 May 2018 Time of meeting : 2:00 p.m. Place of meeting : Kachina Room Century Park Hotel Manila 9. Approximate date on which the Information Statement is first to be sent or given to security holders : 3 May 2018 10. 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 Registrant): Title of Each Class Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding Common Stock 11,610,223,9791 11. Are any or all Registrant’s securities listed in a Stock Exchange? Yes [] No [ ] If yes, disclose the name of such Stock Exchange and the class of securities listed therein: Philippine Stock Exchange / Common Stock 1 Net of treasury shares of 25,015. 2 INFORMATION STATEMENT A. GENERAL INFORMATION Item 1. Date, time and place of meeting of stockholders (a) Date : 31 May 2018 Time : 2:00 p.m. Place : Kachina Room Century Park Hotel Manila Mailing address of the Corporation : 8th Floor PNB Financial Center, Pres. Diosdado Macapagal Ave., CCP Complex, Pasay City 1307 (b) This Information Statement and a copy of the Corporation’s Management Report will be sent out to all qualified stockholders beginning on 3 May 2018. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Item 2. Dissenter’s Right of Appraisal Title X of the Corporation Code of the Philippines grants in favor of a shareholder the right to dissent and demand payment of the fair value of his share in certain instances, to wit: (1) in case an amendment to the articles of incorporation will change or restrict the rights of such stockholder or otherwise extend or shorten the term of the Corporation; (2) in case of the sale, lease, exchange, transfer, mortgage, pledge, or other disposition of all or substantially all of the Corporation’s properties; or (3) in case of merger or consolidation. Under Section 42 of the Corporation Code, a stockholder is likewise given an appraisal right in case a corporation decides to invest its funds in another corporation or business. The stockholder must have voted against the proposed corporate action in order to avail himself of the appraisal right. None of the proposed corporate actions to be discussed at the forthcoming Stockholders’ Meeting qualifies as an instance for the exercise of the appraisal right by any stockholder. Item 3. Interest of Certain Persons in Matters to be Acted Upon (a) Apart from election to office, none of the incumbent Directors, Officers of the Corporation or any associate of the foregoing have any substantial interest, direct or indirect, by security holding or otherwise, in any matter to be acted upon in the 2018 annual stockholders’ meeting. (b) The Corporation has not received any information from any Director that he/she intends to oppose any matter to be acted upon in the meeting. 3 B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof (a) The number of shares outstanding and entitled to vote in the stockholders’ meeting as of 31 March 2018 (latest available date) is 11,610,223,979.2 Pursuant to Section 4, Article I, of the Corporation’s By-Laws, every stockholder shall be entitled to one (1) vote for each share of common stock in his name in the books of the Corporation. With respect to the election of directors, however, the stockholder may vote such number of shares for as many persons as there are directors to be elected, or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected, or he may distribute them on the same principle among as many candidates as he shall see fit; provided the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the number of directors to be elected. (b) All stockholders of record as of the close of business on 23 April 2018 are entitled to notice of, and to vote at, the 2018 Annual Stockholders’ Meeting. (c) Security ownership of certain record and beneficial owners (more than 5% of voting securities) as of 31 March 2018 (latest available date): Title of Name, address of Name of No. of Shares Percent class record owner and Beneficial Held relationship with Owner and Citizen- Issuer Relation- Ship ship with Record Owner Common Trustmark Holdings Corporation* SMI Compound, C. N/A Filipino 10,033,776,103 86.42% Raymundo Ave., Maybunga, Pasig City (Shareholder) * Trustmark Holdings Corporation (THC) is 60% owned by Buona Sorte Holdings, Inc. (BSHI) and 40% by Horizon Global Investments, LTD. (HGIL). BSHI is a domestic company while HGIL is a BVI company. The right to vote or direct the voting or disposition of the Corporation’s shares held by THC is lodged in the latter’s Board of Directors, the members of which are Dr. Lucio C. Tan, Mrs. Carmen K. Tan, and Messrs. Lucio K. Tan, Jr., and Michael G. Tan. Dr. Lucio C. Tan is expected to be given the proxy to vote the shares of THC. (d) Security Ownership of Management as of 31 March 2018 2 The number of Outstanding Shares is net of the 25,015 treasury shares but inclusive of partially paid subscription to 1,086,750,000 shares which are allowed to vote. 4 Name of Amount and Percent Title of Class Beneficial Position Nature of Citizenship of Class Owner Beneficial Ownership Common Lucio C. Tan Chairman 450 R Filipino Nil (direct) Common Jaime J. Bautista President 225 R Filipino Nil (direct) Common Carmen K. Tan Director 450 R Filipino Nil (direct) Common Lucio K. Tan, Jr. Director 450 R Filipino Nil (direct) Common Michael G. Tan Director 450 R Filipino Nil (direct) Common Antonino L. Independent 225 R Filipino Nil Alindogan, Jr. Director (direct) Common Gregorio T. Yu Independent 225 R Filipino Nil Director (direct) Common Johnip G. Cua Independent 225 R Filipino Nil Director (direct) Common John G. Tan Director 450 R Filipino Nil (direct) (e) Voting Trust Holders of 5% or More The Corporation has no stockholder of record holding more than 5% of the Corporation’s common stock under a voting trust agreement. (f) Changes In Control There are no arrangements which may result in a change in control of the Corporation. Item 5. Directors & Executive Officers (a) Directors, Executive Officers, Promoters and Control Persons As of 15 May 2018, the Corporation currently has eight (8) incumbent directors. Under the Corporation’s Articles of Incorporation, the Corporation shall have eleven (11) directors; however during the course of the previous year, three (3) seats were vacated. Mr. Washington Z. Sycip, who was elected as a director at the Annual Shareholders’ Meeting held last 25 May 2017, passed away last 9 October 2017. Mr. Joseph T. Chua resigned, effective 13 February 2018, to focus on foreign business. Mr. Antonino L. Alindogan, Jr., who was elected as a director at the Annual Shareholders’ Meeting held last 25 May 2017, passed away last 06 May 2017. 5 Hereunder are the Corporation’s incumbent directors and executive officers, their names, ages, citizenship, positions held, term of office as director/officer, period served as director/officer, business experience for the past five years, and other directorships held in other companies: Name/ Current Affiliations and Business Term of Office Age Citizenship Position Experience in the last 5 years /Period Served Lucio C.