Minutes of the 2018 Regular Annual Stockholders' Meeting of PetroEnergy Resources Corporation
Date
26 July 2018
Time
1:30 p.m.
Place
Rooms 526-528 YIAS, Level 5, Podium 4, RCBC Plaza Building 6819 Ayala cor. Sen. Gil J. Puyat Avenues, Makati City
The Chairman, Ms. Helen Y. Dee, welcomed all stockholders to the 2018 Regular Annual Stockholders' Meeting. The Chairman thereafter introduced the incumbent directors who were all present during the meeting, as follows: Ms. Milagros V. Reyes Mr. Cesar A. Buenaventura Mr. Basil L. Ong Mr. Eliseo B. Santiago Ms. Yvonne S. Yuchengco Mr. Raul M. Leopando
l.
Director / President Independent Director Independent Director Independent Director Director / Treasurer Director
Certification of Service of Notice
The Corporate Secretary, Atty. Samuel V. Torres, was called to submit proofs of service of Notice of Meeting. The Corporate Secretary certified that Notices of the Meeting were sent to all stockholders of record as of May 25,2A18, either by mail or through messengerial services; and that the messengerial company issued a certificate of completion of delivery. The Corporate Secretary also certified that the Notice of the Meeting was published in The Manila Bulletin on May 22, 2018, as evidenced by an affidavit executed by the representative of the Advertising Department of the said publication.
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Determination of Quorum / Call to Order
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 sharehofders present in person covering 242,628 shares (0.09%) and 417,366,055 shares (73.39%) represented by proxy, for a total of 417,608,683 shares (73.43%) out of the total outstanding shares of 568,711 ,842. Thereafter, the Chairman called the meeting to order.
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Approval of the Minutes of the Annual Stockholders' Meeting held on July 26,2017
The Chairman requested the shareholders present to review the minutes of the Annuaf Stockholders' Meeting held on July 26, 2017, copies of which were earlier distributed and posted in Company's website within five (5) days from the date of the meeting. Upon motion duly made and seconded, the reading of the minutes was dispensed wlth, and the following resolution was unanimously approved:
"RESOLVED, that the Minutes of the Annual Stockholders' Meeting held on July 26, 2017 be, as it is hereby, approved."
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Approval
of
Management Report and
the 2017 Audited Financial
Statements The Chairman announced that the Board of Directors, in a meeting held immediately prior to the stockholders' meeting, approved the declaration of 5% cash dividend or P0.05 per share to all stockholders of record as of August24,2A18 and such cash dividend will be payable on September 20,2018. She then directed the attention of the stockholders to the Management Report and the 2017 Audited Financial Statements which were earlier distributed to all stockholders through mail or messengerial services and at the registration table. She requested the stockholders that all questions and requests for clarification be raised only after the presentation of the results of operation by the President, Ms. Milagros V. Reyes (MVR). She then called MVR to give the 2017 yearend report and result of operations, including some updates. With the aid of an audio visual presentation, MVR presented the following:
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Making lts Mark in the Energy Landscape: The PetroEnergy Group in 2017-mtd-2018 Introduction
Over the past year and a half, we are proud to report that your Company PetroEnergy Resources Corporation and its subsidiaries - have not only grown, but are likewise leaving an indelible mark in the energy industry and among our stakeholders.
|n2017, ourconsolidated net income rose by 44o/o from US $5.86MM in 2016 to US$ 8.46MM. Our 2017 performance tops a three-year run from 2013 to 2016 when our compounded annual revenue growth reached more than 30o/o, an achievement that led London's Financial Times (cue graphics) to cite PetroEnergy as the 3ro fastest growing company in the Philippines and among top 400 in the Asia-Pacific region. This signal achievement is due largely to the performance of our renewable energy projects and investment. Renewable Energv Maibarara Geothermal, Inc. (MGl), our first RE subsidiary, generated 162 GWh of electricity in 2017 . This gross output is our highest since commercial operation started for our 20MW Maibarara-1 plant; consequently, we also achieved our highest revenue of Php 832 MM (cue graphics) to date.
The MGI team's record operational performance was highlighted when our facility was declared the Best Renewable Energy Project (National Grid Category) in the entire ASEAN region in the 2017 . Several months later, MGI made another mark when in April 2018, it put into commercial operation, the 12 MW Maibarara-2 geothermal plant (cue graphics), the only geothermal power project erected in the country in four years. Although subject to more natural resource variability, our 36MW Nabas-1 wind power project under PetroWind Energy Inc. (PWEI) recorded a net generation of 98 GWh and total revenues of Php 726 MM (cue graphics). At the international stage, our Nabas-1 wind facility was cited by Singaporebased trade magazine Asian Power with the Environmental Upgrade of the Year Award, recognizing our unique program that integrates environmental
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restoration, eco-tourism enhancement,
and local community
capacity
building. In Tarlac, our SOMWoc Tarlac-1 Solar Power Facility registered an annual net generation of -72 GWh with corresponding revenue of Php622.08MM.
Despite being in commercial operations for only 2 years, this project under our PetroSolar Corporation has garnered recognition among a diverse set of stakeholders. With a capacity factor of 21%, this solar farm is among the most efficient in the country. Petroleum Operations
Despite the secondary role in our Company's performance, our Gabon petroleum operations produced a respectable output in 2017 , with twelve production liftings, yielding 5,62 Million barrels of oil. The four oil fields in our Gabon block reached a milestone in the past year when it recorded aggregate production surpassing 100 Million barrels of oil since going commercial in 2002.
The Gabon consortium remains highly optimistic that significant petroleum reserves can still be profitably extracted in the coming years, despite very volatile oil prices. Corporate Social Responsibilitv
As our business grows and evolves, our commitment as corporate citizen to our host communities becomes stronger. We have engaged in more partnerships, reached more beneficiaries and targeted our numerous projects in health, education, livelihood, and the environment to be more effective and inff uential (cue graphics). Concludinq Remarks The Company and its dedicated men and women (cue graphics) are confident of meeting the challenges that lie ahead in the increasingly complex energy landscape (cue graphics). They are secure in the knowledge that in whatever new ventures and directions that your Company take to ensure more benefits and value for its shareholders, your trust and support will never waver.
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After the presentation, the Chairman opened the floor for questions from the shareholders.
One of the shareholders, Mr. Stephen Soliven, asked the reason behind the decrease in insurance expenses given the increase in the Property, plant and equipment, and whether all of the Company's renewable energy projects are adequately insured. MVR assured the stockholders that all the Company's renewable energy projects are adequately insured. The increase in the PPE is due to the construction of the 12 MW Maibarara Geothermal Power Project (MGPP-2) ot which insurances during construction are being capitalized.
After the question from the stockholder was answered, the following resolution was adopted, upon motion made, seconded, and carried:
'RESOLVED, as it is hereby resolved, that the Management Report and the 2017 Audited Financial Statements, as were made available to the stockholders be, as they are hereby, noted and approved."
V.
Confirmation and Ratification of All Acts and Resolutions of the Board of Directors and Management for the Period July 26, 2017 to July 26, 2018
Upon motion made, seconded and carried, a resolution was adopted as follows:
"RESOLVED, as it is hereby resolved, that all acts and resolutions made and entered into by the Board of Directors and Management for the period July 26, 2017 to July 26, 2018, be as they are hereby, confirmed and ratified."
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Election of Seven (7) Members of the Board of Directors for the Years 2018 to 2019
The Chairman then tackled the next item in the Agenda. She discussed that for the purposes of election of the Board of Directors, and in accordance with Section 2 of Article lV of the Company's Amended By-Laws, any and all nominations shall be submitted to and received at the principal office of the Corporation at least ten (10) days prior to the scheduled date of the Annual Meeting and addressed to the attention of the Corporate Secretary. Onty those parties nominated in accordance with this rule shall be included in the list of nominees or candidates to the Board of Directors to be presented to the stockholders during the Annual Meeting. She 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 June 14,2018, the deadline for nominations, there were seven (7) nominees screened and short-listed by the Nomination Committee for election as members of the Board
of Directors, namely:
1.
2. 3.
4. 5. 6. 7,
HELEN Y. DEE MILAGROS V. REYES YVONNE S. YUCHENGCO RAUL M. LEOPANDO CESAR A. BUENAVENTURA BASIL L. ONG ELISEO B. SANTIAGO
Director Director Director Director Independent Director Independent Director Independent Director
Since there were only seven (7) nominees representing seven (7) seats, a motion was made, seconded, and unanimousty carried, dispensing with the formal balloting, and directing the Corporate Secretary to cast all votes in favor of the seven (7) nominees, except for those proxies, if any, which have been voted against the election of the above mentioned nominees. The Chairperson then declared the above named nominees as elected members of the Board of Directors of the Corporation for the years 2018 to 2A19 and congratulated them.
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Appointment of External Auditors
Upon motion duly made and seconded, the auditing firm SyCip Gorres Velayo & Co. (SGV & Co.) was reappointed as External Auditor of the Corporation for the ensuing year, and for such purpose, the following resolution was unanimously approved:
'RESOLVED, that the auditing firm SyCip Gorres Velayo & Co. (SGV & Co.), be as it is hereby, reappointed the External Auditor of the Company for the calendar year ending December 31 ,2018."
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Adjournment
Since no other business was brought to the table, the meeting was adjourned, upon motion duly made and seconded.
,L
TTY. SAMUEL V. TORRES Corporate Secretary
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Attested:
HELEVY. DEE Chairman
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