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Aboitiz Equity Ventures, Inc. — Proxy Solicitation & Information Statement 2017
Mar 7, 2017
76005_rns_2017-03-07_815edab7-cfe1-481d-9cda-6cac181570d7.pdf
Proxy Solicitation & Information Statement
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March 7, 2017
via facsimile (632) 584-5593 and by hand SECURITIES AND EXCHANGE COMMISSION Secretariat Building, PICC Complex Roxas Boulevard, Pasay City, 1307
ATTENTION : DIR. VICENTE GRACIANO P. FELIZMENIO JR., Director, Markets and Securities Regulation Department
via PSE EDGE
PHILIPPINE STOCK EXCHANGE, INC.
3rd Floor, Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City
ATTENTION : MR. JOSE VALERIANO B. ZUÑO III OIC –Head, Disclosure Department
via electronic mail
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 : MR. JOSE VALERIANO B. ZUÑO OIC - Head, Disclosure Department
Gentlemen:
Attached is the SEC Form 17-C (Current Report) of Aboitiz Equity Ventures, Inc. filed in compliance with the Securities Regulation Code, its 2015 Implementing Rules and Regulations, the Revised Disclosure Rules of the Philippine Stock Exchange (PSE), and the Issuer Disclosure Operating Guidelines of the Philippine Dealing Exchange Corp. (PDEx).
Kindly acknowledge receipt hereof.
Thank you.
Very truly yours,
ABOITIZ EQUITY VENTURES, INC.
By:
M. JASMINE S. OPORTO Corporate Secretary
NAC Tower, 32nd Street, Bonifacio Global City, 1634 Taguig, Metro Manila, Philippines
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) 886-2729 Contact Person Company Telephone Number 3rd Monday of 1 2 3 1 1 7 - C 0 5 1 5 Month Day FORM TYPE Month Day Fiscal Year Annual Meeting N/A Secondary License Type, if Applicable
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SECURITIES & EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE (SRC) AND SRC RULE 17.2(c) THEREUNDER
- March 7, 2017 Date of Report (Date of earliest event reported) 2. SEC Identification Number CEO2536 3. BIR TIN 003-828-269-V 4. ABOITIZ EQUITY VENTURES, INC. Exact name of registrant as specified in its charter 5. Philippines 6. Province, country or other jurisdiction Industry Classification Code of incorporation 7. 32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines 1634 Address of principal office Postal Code 8. (02) 886-2800 Registrant’s telephone number, including area code 9. N.A. Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Stock ~~P1~~ Par Value 5,633,792,557 Amount of Debt Outstanding (September 30, 2016) ~~P1~~ 90,395,054,971.00 11. Indicate the item numbers reported herein: 9
Item 9: Other Matters
Please see attached Notice and Agenda of Aboitiz Equity Ventures, Inc.’s Annual Stockholders Meeting on May 15, 2017. The rationale for each agenda item is all attached as Annex “A” for reference of the stockholders.
SIGNATURE (S)
Pursuant to the requirements of the Securities Regulation Code, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ABOITIZ EQUITY VENTURES, INC. By:
M. Jasmine S. Oporto Corporate Secretary
Date: March 7, 2017
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE is hereby given that the Annual Meeting of Stockholders of ABOITIZ EQUITY VENTURES, INC. (the “Company”) will be held on May 15, 2017, Monday, 4:00 p.m., at Ballroom 2, 2nd Floor, Fairmont Makati, 1 Raffles Drive, Makati Avenue, Makati City, 1224 Metro Manila, Philippines.
The Agenda* of the meeting is as follows:
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Call to Order
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Proof of Notice of Meeting
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Determination of Quorum
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Reading and Approval of the Minutes of the Previous Stockholders’ Meeting held on May 16, 2016
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Presentation of the President’s Report
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Approval of the 2016 Annual Report and Financial Statements
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Appointment of the Company’s External Auditor for 2017
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Ratification of the Acts, Resolutions and Proceedings of the Board of Directors, Corporate Officers and Management in 2016 up to May 15, 2017
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Election of the Members of the Board of Directors
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Other Business
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Adjournment
Only stockholders of record at the close of business 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 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 any similar document showing his or her authority to represent the corporation or entity.
If you are unable to attend the meeting, you 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 (7) days prior to the opening of the Stockholders’ Meeting, or on or before May 8, 2017, to the Office of the Corporate Secretary at 18th Floor NAC Tower, 32nd Street, Bonifacio Global City, Taguig City. The Proxy Verification Committee will inspect, examine and validate the sufficiency of the proxy forms received.
For the Board of Directors,
M. JASMINE S. OPORTO Corporate Secretary
*The rationale for each Agenda item is explained in the attached Annex “A”.
NAC Tower, 32nd Street, Bonifacio Global City, 1634 Taguig, Metro Manila, Philippines
ANNEX “A”
EXPLANATION OF AGENDA ITEMS REQUIRING STOCKHOLDERS’ APPROVAL
ITEM NO. 2: Proof of Notice of Meeting
- RATIONALE: To inform the stockholders that notice requirements for the 2017 Annual Stockholders’ Meeting (ASM) have been complied with in accordance with the Company’s By-Laws and the Corporation Code of the Philippines.
The Corporate Secretary will certify the date that notices for the 2017 ASM were sent out to the stockholders of record, the date of publication, and the newspapers where the notice was published.
ITEM NO. 3: Determination of Quorum and Conduct of Voting
RATIONALE: To inform the stockholders of the existence of a quorum for the 2017 ASM, and of the procedure for the conduct of voting for the agenda items being put to a vote.
The Corporate Secretary will certify the existence of a quorum, as verified and confirmed by the Board of Election Inspectors. Stockholders representing at least a majority of the outstanding capital stock, in person or by proxy, shall constitute a quorum for the transaction of business.
Should there be agenda items put to a vote, the following are the rules of conduct and procedures:
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(i) During the registration process, Company personnel with nametags labeled “AEV ASM Staff” will issue numbered voter receipts to stockholders and proxies. The ASM Staff will keep the receipts and details of the voters in the ASM registration records.
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(ii) Voting shall be done manually. The ASM Staff will distribute to the stockholders and proxies the relevant ballot for the particular agenda item put to a vote. The sample ballot for the agenda item will also be displayed in the screen in front of the Ballroom.
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(iii) The stockholders and proxies are required to present their voter receipts to the ASM Staff so that they will be provided with the ballots. Valid ballots bear the signature of the Corporate Secretary at the back.
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(iv) To vote, a stockholder is required to fill up the ballot, indicate his voting number, and the number of shares of stock he owns consistent with the records of the Company. The ASM Staff will collect the ballots for counting.
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(v) Each outstanding share of stock entitles the stockholder to one (1) vote, except for the election of directors where a stockholder may distribute his shares for as many nominees as there are directors to be elected, or he may cumulate his shares and give one candidate as many votes as the number of directors to be elected. The total number of votes cast should not exceed the total number of shares a stockholder owns.
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(vi) In general, the approval of the stockholders owning and representing at least majority of the capital stock present at the meeting is sufficient to approve an agenda item. There is no item
in the 2017 ASM Agenda that requires a higher percentage of votes from the stockholders.
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(vii) All votes received shall be tabulated by the Office of the Corporate Secretary and the results shall be validated by Luis Cañete & Company, an independent auditing firm which has been appointed as the Board of Election Inspectors.
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(viii) The Corporate Secretary shall report the votes received and inform the stockholders if the particular agenda item is carried or disapproved. The total number of votes cast for all items for approval under the agenda will be flashed on the screen.
ITEM NO. 4: Reading and Approval of the Minutes of the Previous Stockholders’ Meeting held on May 16, 2016
RATIONALE: To allow the stockholders to confirm that the proceedings during the ASM were recorded accurately and truthfully.
The minutes of the meeting held on May 16, 2016 are posted at AEV’s website, www.aboitiz.com. Copies of the minutes were also distributed to the stockholders before the meeting.
A resolution approving the minutes of the May 16, 2016 ASM will be presented to the stockholders for approval.
ITEM NO. 5: Presentation of the President’s Report
RATIONALE: To apprise the stockholders of the Company’s operating performance, financial condition and outlook.
The President and Chief Executive Officer, Mr. Erramon I. Aboitiz, shall deliver a report to the stockholders on the 2016 operating and financial performance of the Company, as well as its outlook for 2017.
ITEM NO. 6: Approval of the 2016 Annual Report and Financial Statements
RATIONALE: To present to the stockholders the results of the Company’s operations in 2016, in accordance with Section 75 of the Corporation Code.
The Company’s audited financial statements as of December 31, 2016 is integrated and made part of the Company’s 2016 Definitive Information Statement (2016 Information Statement). The 2016 Information Statement will be sent to the stockholders at least fifteen (15) days prior to the ASM, and the same will be posted at the Company’s website at www.aboitiz.com.
A resolution approving the 2016 Annual Report and audited financial statements shall be presented to the stockholders for approval.
ITEM NO. 7: Appointment of the Company’s External Auditor for 2017
RATIONALE: To appoint an auditing firm which can best provide assurance to the directors and stockholders on the integrity of the Company’s financial statements and adequacy of its internal controls. The Board Audit Committee and the Board of Directors will endorse an external auditor for 2017 for the shareholders to appoint.
The Company’s Board Audit Committee assessed and evaluated the performance for the previous year of the Company’s external auditor, Sycip Gorres Velayo & Co. (SGV). Based on the Board Audit Committee’s recommendation, the Board of Directors will recommend the reappointment of SGV as the Company’s external auditor for 2017.
SGV has been AEV’s Independent Public Accountant for the last 23 years. SGV is one of the top auditing firms in the country and is duly accredited by the Securities and Exchange Commission (SEC). The full profile of the external auditor will be provided in the Information Statements and in the Company’s website for examination by the stockholders.
A resolution for the appointment of the Company’s external auditor for 2017 shall be presented to the stockholders for approval.
ITEM NO. 8: Ratification of the Acts, Resolutions and Proceedings of the Board of Directors, Corporate Officers and Management in 2016 up to May 15, 2017
RATIONALE: To allow the stockholders to ratify the acts of the Board of Directors and Officers of the Company as a matter of procedure or policy.
The resolutions approved by the Board in its regular and special meetings refer to acts done by the Board, Corporate Officers and Management in the ordinary course of business. The board resolutions are enumerated in the 2016 Information Statement. The Company also regularly discloses material transactions approved by the Board. These disclosures are available for viewing and download at the Company’s website at www.aboitiz.com.
A resolution to ratify the acts, resolutions and proceedings of the Board of Directors, corporate officers and management in 2016 up to the date of the ASM shall be presented to the stockholders for approval.
ITEM NO. 9: Election of the Members of the Board of Directors
RATIONALE: To allow stockholders to elect the Company’s Board of Directors in accordance with Section 24 of the Corporation Code and the Company’s ByLaws.
A stockholder may submit his nominee to the Company’s Board of Directors to the Board Corporate Governance Committee in accordance with the deadlines set forth in the Company’s Amended By-Laws, which for this year shall be on or before April 21, 2017. Under the Guidelines for the Nomination and Election of Independent Directors, the period for nominations for Independent Directors started on January 1, 2017 and the table of nominations closed on February 15, 2017. The stockholders who nominated the Independent and other directors are disclosed in the 2016 Information Statement. The Board Corporate Governance Committee assesses and evaluates the nominees before submitting the final list of qualified nominees to the stockholders for approval. The profiles of all the nominees are included in the 2016 Information Statement and uploaded in the Company’s website for examination by the stockholders.
A stockholder may distribute his shares for as many nominees as there are directors to be elected, or he may cumulate his shares and give one candidate as many votes as the number of directors to be elected, provided that the total number of votes cast does not exceed his shares in the Company. The nine nominees receiving the highest number of votes will be declared elected as directors of the Company.
ITEM NO. 10: Other Matters
The Chairman will open the floor for comments or queries by the stockholders. Stockholders may raise matters which may be properly taken up during the 2017 ASM.
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