MANILA BROADCASTING COMPANY Definitive Information Statement Checklist of Requirements # ITEM SEC REMARKS MBC A description of the voting and vote tabulation Complied. Please see page 25 of procedures used in the previous meeting; this report. A description of the opportunity given to stockholders Complied. Please see page 6 of this or members to ask questions and a record of the report. questions asked and answers given; Complied. Please see page 31 - 34 The matters discussed and resolutions reached; of this report. Complied. Please see page 34 of A record of the voting results for each agenda item; this report 1 Disclosure requirements under Section 49 of the RCC Complied. Please see page 25 of A list of the directors or trustees, officers and this report. stockholders or members who attended the meeting; Material information on the current stockholders, and Complied. Please see page 41 - 45 their voting rights; of this report. Appraisals and performance report for the board and Complied. Please see Annex B of the criteria and procedure for assessment; and this report. Directors disclosures on self-dealing and related party Please see page 26 of this report. transactions; Please disclose the physical place of meeting in accordance with Section 15 of MC 06 s. 2020 "Guidelines on the Attendance and Participation of Directors, Trustees, Stockholders, Members, and Special Meetings through Teleconferencing, Video Conferencing and other remote or electronic means of communication", to wit: "Section 15. Place of Meetings COVER SHEET: Date, time and place of the meeting of Complied. Please see page 2 of this 2 of Stockholders or Members. The presiding officer shall security holders report. call and preside the stockholders' or members' meetings, whether regular or special, at the principal office of the corporation as provided in the articles of incorporation, or, if not practicable, in the city or municipality where the principal office is located." Therefore, we suggest that the place of meeting be identified as the principal office. Please disclose the physical place of meeting in accordance with Section 15 of MC 06 s. 2020 "Guidelines on the Attendance and Participation of Directors, Trustees, Stockholders, Members, and Special Meetings through Teleconferencing, Video Conferencing and other remote or electronic means of communication", to wit: "Section 15. Place of Meetings Complied. Please see page 8 of this 3 Date, time, place of meeting of Stockholders or Members. The presiding officer shall report. call and preside the stockholders' or members' meetings, whether regular or special, at the principal office of the corporation as provided in the articles of incorporation, or, if not practicable, in the city or municipality where the principal office is located." Therefore, we suggest that the place of meeting be identified as the principal office. ITEM 2: DISSENTER'S RIGHT OF APPRAISAL Complied. Please see page 8 - 9 of 4 Indicate the statutory procedure required to be followed Please disclose this report. by dissenting security ITEM 4: VOTING SECURITIES AND PRINCIPAL HOLDERS Furnish information required byPart IV paragraph © of Please disclose the natural person entitled to vote in Complied. Please see page 11 - 12 Annex C, as amended" behalf of the record owner of this report. 5 (1) Security ownership of certain record and beneficial owners of more than 5% (3) Voting Trust Holders of 5% or more Please disclose for the Trust Agreement on the Romulo Complied. Please see page 13 - 14 Mabanta Buenaventura Sayoc & delos Angeles Trust of this report. © Duration of the agreement Mabanta Buenaventura Sayoc & delos Angeles Trust of this report. ITEM 5: DIRECTORS & EXECUTIVE OFFICERS List the names, ages and citizenship of all directors, Please include the independent directors, George T. Complied. Please see page 15 of 6 including independent directors, executive officers and all persons nominated or chosen to become such where Goduco and Marvel K. Tan this report. required under Section 38 of the Code and SRC Rule 38.1 adopted thereunder, also provide the names of the incorporators in the case of an investment company. ITEM 11. Complied. Please see attached Please submit signed Audit Report. Audit Report 7 signed Audited Financial attached is unsigned. Audited FS Statements for the year 2019. DESCRIPTION OF BUSINESS (2) Percentage of sales or revenues and net income Please see Annex A of this report contributed by foreign sales for each of the last 3 fiscal years. Please disclose MBC has no new services. (4) Status of publicly-announced new product or service (6) Sources and availability of raw materials and names Not applicable of principal supplier 8 (7) Dependence on one or a few major customers and Please see Annex A of this report identification of such (14) Total number of registrant's employees and the number of employees it anticipate to have within the ensuing twelve (12) months. Indicate the number by Number of employees in words and in figures are not Complied. Please see page 23 of type of employee, whether or not any of them are the same. Please revise accordingly. Annex A subject to Collective Bargaining Agreements and the expiration date of any CBA. DESCRIPTION OF PROPERTY Indicate what properties the registrant intends to 9 acquire in the next twelve (12) months, the cost of such Please disclose if any. Please see page 25 of Annex A acquisitions, the mode of acquisition and the sources of financing it expects to use. MARKET INFORMATION Presentation of the high and low sales prices for each quarter within the last two (2) fiscal years and any Please disclose. subsequent interim period for which financial statements are required by SRC Rule 68 Complied. Please see page 25 - 26 If the information called for by paragraph (A) of this part of Annex A for Market Information is being presented, the document shall also include the Please disclose information of not earlier than 90 days 10 price information as of the latest practicable trading date, and in the case of securities to be issued in from date of meeting or latest practicable trading date. connection with an acquisition, business combination or other reorganization, as of the trading date immediately prior to the public announcement of such transaction HOLDERS Please disclose information of not earlier than 90 days Complied. Please see page 26 of Approximate number of holders of each class of from date of meeting or latest practicable trading date. Annex A common security as of the latest practicable date but in no event more than 90 days prior to filing of report. Consolidated revenues for 2019 (2019 vs. 2018) and for 2018 (2018 vs. 2017) in the MD&A are different from that in the audited financial statements. Operating Discussion of the registrant's financial condition, expenses for 2017 (2017 vs. 2016) in the MD&A is Complied. Please see Annex A of changes in financial condition and results of operations different from the financial statements. Net income for this report. for each of the last 3 fiscal years 2017 (2017 vs 2016) in the MD&A is different from that in the financial statements. Please make the proper 11 corrections. Description of any material commitments for capital Please disclose if any. expenditures, general purpose of such commitments, expected sources of funds for such expenditures. Please see page 32 of this report. Any known trends, events or uncertainties (material Please disclose if any. Please see page 4 of Annex A. impact on sales) EXTERNAL AUDIT FEES Please discuss, in connection with the appointment of 12 The audit committee's approval policies and procedures the Independent Public Accountants as recommended Please see page 31 of this report. for the above services by the Company's Audit Committee DISCUSSION ON COMPLIANCE WITH LEADING PRACTICE ON CORPORATE GOVERNANCE Evaluation system established by the company to measure or determine the level of compliance of the Board of Directors and top level management with its Manual of Corporate Governance Measures being undertaken by the company to fully Complied. Please see page 27 - 28 13 comply with the adopted leading practices on good Please disclose. of Annex A corporate governance Any deviation from the Company's Manual of Corporate Governance, including a disclosure of the name and position of the person/s involved and sanction/s imposed on said individual Any plan to improve corporate governance of the company AUDITED FINANCIAL STATEMENTS Statement of Management Responsibility on the Please submit Included in this report. Financial Statements 14 Legal Matter paragraph is unsigned by the Auditor. Legal matter paragraph in the Auditor's Report Included in this report. Please submit signed audit report. Please provide Asset to Equity Ratio, Interest Rate A schedule showing financial soundness indicators Please see page 6 of Annex A Coverage Ratio 61 D ! " # D ! $ $ " " % $ " # # $ & " " " < D !" #$ $ " % D & & !'' ' $ ($ )*+$ , 1- % , $ $ D $ +< ! D + $.% , $ $$ %6" $ $ D (K , $ *, % '" 1 . " <(0.+ $ SEC Number: 1674 File Number MANILA BROADCASTING COMPANY (Company’s Full Name) MBC BLDG., V. SOTTO ST., CCP COMPLEX, PASAY CITY 1307 PHILIPPINES (Company’s Address) 8832-6149 to 50 (Telephone Number) December 31 (Fiscal