MINUTES OF THE ANNUAL STOCKHOLDERS’ MEETING OF SEAFRONT RESOURCES CORPORATION
DATE : June 11, 2026
TIME : 3:30 p.m.
MANNER : Through Electronic Means of Communication
I. CALL TO ORDER
The Chairman, Mr. Raul M. Leopando, welcomed all the stockholders to the 2026 Regular Annual Stockholders’ Meeting (ASM) and mentioned that the ASM will be conducted through online and recorded video-streaming meeting.
He also mentioned that the procedures for the ASM were embodied in the Company’s Definitive Information Statement, which the Securities and Exchange Commission (SEC) approved. He then proceeded to mention that, to accord the Stockholders the opportunity to participate in the ASM, the Stockholders were advised to register online. The stockholders were informed that only questions and concerns submitted online prior to the given deadline will be addressed during the ASM; and that those given during the ASM will be addressed through email after the ASM
II. CERTIFICATION OF SERVICE OF NOTICE
The Corporate Secretary, Atty. Samuel V. Torres, was called to submit proof of the notice of meeting. The Corporate Secretary certified that, pursuant to the alternative mode for distributing and providing the notice of meeting in connection with the holding of the Annual Stockholders’ Meeting for 2026, notices of the meeting were sent to all stockholders of record as of April 14, 2026 in four (4) ways to reach as many stockholders as possible.
First, by publication of the Notice of the ASM, including the agenda, on May 13 and 14, 2026 in The Manila Bulletin and the Manila Standard, both in print and online editions for two (2) consecutive days, as evidenced by the Affidavits of Publications executed by the respective representatives of the publishers. Second, by disclosure with the Philippine Stock and Exchange, Inc. Third, by
posting on the Company’s website. Finally, through email for those who have successfully registered online, consistent with applicable SEC Rules and the Company’s internal guidelines on participation by electronic means of communication or in absentia.
III. DETERMINATION OF QUORUM
The Corporate Secretary certified that there was a quorum for the transaction of any business that may be properly brought before the body, with attendance of shareholders represented remotely or in absentia covering 1,431 shares (0.001%) and 86,545,039 shares (65.035%) represented by proxy, for a total of 86,546,470 shares (65.036%) out of the 133,070,040 total outstanding shares. Thereafter, the Chairman called the meeting to order.
He then introduced the incumbent members of the Board of Directors of the Company, who were then present, while their pictures were being shown onscreen, as follows:
Mr. Raul M. Leopando – Chairman
Ms. Milagros V. Reyes – Director/President
Mr. Basil L. Ong – Lead Independent Director
Mr. Nicasio I. Alcantara – Independent Director
Atty. Ernestine Carmen Jo D. Villareal-Fernando – Independent Director
Mr. Xavier Y. Zialcita – Director
Mr. Chun Bing G. Uy – Director
Mr. Jose Luis F. Gomez – Director
Mr. Victor V. Benavidez – Director
IV. APPROVAL OF THE MINUTES OF THE LAST REGULAR ANNUAL STOCKHOLDERS’ MEETING HELD ON JUNE 19, 2025
The Chairman mentioned that the minutes of the last Regular Annual Stockholder’s Meeting held on June 19, 2025 was made available in the Company’s website.
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The Corporate Secretary then mentioned that Stockholders representing 65.036% of the outstanding shares have voted in favor of the following resolution:
“RESOLVED, That the Minutes of the Regular Annual Stockholders’ Meeting held on June 19, 2025 be, as it is hereby, approved.”
V. APPROVAL OF MANAGEMENT REPORT AND THE 2025 AUDITED FINANCIAL STATEMENTS
The Chairman then requested the President, Ms. Milagros V. Reyes, to deliver the Management Report quoted in verbatim, as follows:
“Dear Fellow Stockholders:
We are pleased to report that Seafront Resources Corporation continues to maintain a good financial position in 2025, supported by a solid balance sheet and liquidity.
For the year ended December 31, 2025, the Company generated net income of ₱6.24 million, an improvement from the net loss of ₱3.10 million recorded in 2024. This turnaround was driven primarily by higher interest income, which increased to ₱10.14 million from ₱6.93 million in the previous year, reflecting improved cash management and investment returns.
Total comprehensive income, however, resulted in a loss of ₱25.58 million compared with a gain of ₱88.02 million in 2024 due to unrealized fair value adjustments. Despite this, Seafront’s 2025 cash and cash equivalents increased significantly to ₱384.97 million from ₱16.82 million in the previous year.
A significant milestone during the year was the successful implementation of the Company's Share Buy-Back Program through a Tender Offer. The Company acquired 29.93 million Treasury shares at ₱2.70 per share, resulting in a reduction of outstanding shares from 163 million to 133.07 million shares.
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This initiative reflects Management’s confidence in Seafront and its commitment to enhancing long-term shareholder value. We expect it to improve key per-share metrics and create a more efficient capital structure for our stockholders over time.
With our strong cash position, we have the flexibility to pursue opportunities and thus remain optimistic about the Company’s future.
We thank our shareholders for your continued trust and confidence in Seafront Resources Corporation.
Thank you.
After the presentation by the President, the Corporate Secretary reported that Stockholders representing 65.036% of the outstanding shares have voted in favor of the following resolution:
“RESOLVED, as it is hereby resolved, that the 2025 Management Report and the 2025 Audited Financial Statements, as made available to the stockholders, be as they are hereby, noted and approved.”
VI. CONFIRMATION AND RATIFICATION OF ALL ACTS, RESOLUTIONS,
CONTRACTS AND INVESTMENTS MADE AND ENTERED INTO BY THE BOARD OF DIRECTORS AND MANAGEMENT DURING THE PERIOD
JUNE 19, 2025 to JUNE 11, 2026
A resolution for the confirmation and ratification of all acts, resolutions, contracts and investments made and entered into by the Management and/or the Board of Directors for the period June 19, 2025 to June 11, 2026 was shown on the screen. After which, the Corporate Secretary reported that stockholders representing 65.036% of the outstanding shares have voted in favor of the resolution, to wit:
“RESOLVED, as it is hereby resolved that all acts, resolutions, contracts and investments made by Management and/or the Board of Directors for the period June 19, 2025 to June 11, 2026, be as they are hereby confirmed, ratified and approved.”
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VII. ELECTION OF NINE (9) MEMBERS OF THE BOARD OF DIRECTORS FOR THE YEARS 2026-2027
The Chairman then tackled the next item in the Agenda. He then asked the Corporate Secretary if he has the list of nominees to the Board of Directors. The Corporate Secretary replied in the affirmative and that, as of April 24, 2026, the deadline for nominations, there were nine (9) nominees, screened and short listed by the Corporate Governance Committee for election as members of the Board of Directors, namely:
1. MILAGROS V. REYES – Director
2. RAUL M. LEOPANDO – Director
3. XAVIER Y. ZIALCITA – Director
4. JOSE LUIS F. GOMEZ – Director
5. CHU BING G. UY – Director
6. VICTOR V. BENAVIDEZ – Director
7. NICASIO I. ALCANTARA – Director
8. BASIL L. ONG – Lead Independent Director
9. EMMANUEL S. SANTIAGO – Independent Director
The Corporate Secretary reported that all the shares represented in the meeting or 65.036% of the outstanding shares, have been voted in favor of the election of all the nine (9) nominees, including the extension and retention of Mr. Alcantara and Atty. Villareal-Fernando as Independent Directors.
The Chairman then declared/proclaimed the above-named nominees as elected members of the Board of Directors of the Corporation for the years 2026-2027.
VIII. APPOINTMENT OF THE COMPANY’S EXTERNAL AUDITOR
The Chairman stated that the Audit Committee recommended the re-appointment of the firm SyCip Gorres Velayo & Company (SGV) as the Company’s external auditor for the year ending December 31, 2026
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SEAFRONT RESOURCES CORPORATION
2026 Annual Stockholders’ Meeting List of Registered Attendees
Summary of Registered Attendees
PRESENT:
OUTSTANDING
Mr. Raul M. Leopando – Chairman
Ms. Milagros V. Reyes – Director/President
Mr. Basil L. Ong – Lead Independent Director (online)
Mr. Jose Luis F. Gomez – Director
Mr. Victor V. Benavidez – Director
Mr. Chun Bing G. Uy – Director
Mr. Emmanuel S. Santiago – Independent Director
Atty. Ernestine Carmen Jo D. Villareal-Fernando – Independent Director
OFFICERS:
Ms. Carlota R. Viray – Treasurer
Atty. Samuel V. Torres – Corporate Secretary
Atty. Maria Carmela D. Hautea – Assistant Corporate Secretary Data Privacy Officer Alternate Information Officer
Atty. Arlan P. Profeta – Compliance Officer Chief Risk Officer
Ms. Maritess D. Reyes – Investor Relations Officer
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SyCip Gorres Velayo & Co. (Auditors)
• Wenda Lynn M. Loyola
• John Marvin P. Chan
• Alvin M. Pinpin
House of Investments
• Alexander Anthony G. Galang
• Maria Elisa De Lara
• Leah Grace B. Ignacio
• Chona B. Cacho
RCBC Trust Corporation (Stock and Transfer)
• Antonio B. Madrid, Jr.
• Paula Jane P. Flores
STOCKHOLDERS/OTHERS:
Helen Y. Dee
RCBC Securities, Inc.
RCBC Trust Corporation
Malayan Insurance Company, Inc.
House of Investments, Inc.
Hydee Management & Resources Corporation
Pan Malayan Management Corporation
Yuchengco, Alfonso T.
A.T. Yuchengco, Inc.
R.P. Land
Mico Equities, Inc.
Maria Cecilia L. Diaz de Rivera PetroEnergy Resources Corporation
Lordez May L. Duenas PetroEnergy Resources Corporation
Shirley E. Belarmino PetroEnergy Resources Corporation
MODERATORS:
Ms. Janet Millicent P. Oriel
Mr. Michael C. Hizon
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STOCKHOLDERS' MEETING
SUMMARY OF REGISTERED ATTENDEES
RECORD DATE APRIL 24, 2026
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PROXIES IN PERSON
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