The Chairman, Mr. Roberto Jose L. Castillo, welcomed all the stockholders to the 2022 Regular Annual Stockholders’ Meeting (ASM), and mentioned that the ASM will be conducted through online and recorded video-streaming meeting in order to help avert the ongoing threat posed by the COVID-19 pandemic and to comply with the mandate of the Inter Agency Task Force on Emerging Infectious Diseases’ advisory of avoiding physical mass gatherings.
DATE : June 23, 2022 TIME : 4:00 p.m.
MINUTES OF THE ANNUAL STOCKHOLDERS’ MEETING OF SEAFRONT RESOURCES CORPORATION
MANNER : Through Electronic Means of Communication
Mr. Nicasio I. Alcantara Independent Director
Atty. Ernestine Carmen Jo D. Villareal-Fernando – Independent Director
Ms. Yvonne S. Yuchengco Director
Mr. Victor V. Benavidez Director
Mr. Roberto Jose L. Castillo Chairman
Mr. Raul M. Leopando Director
Mr. Basil L. Ong Lead Independent Director
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. 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:
Ms. Milagros V. Reyes Director/President
Mr. Medel T. Nera Director/Treasurer
First, by publication of the Notice of the ASM, including the agenda, on May 30 and 31, 2022 in The Manila Bulletin and the Philippine Star, both in print and online editionsfor 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
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 4,148 shares (0.003%) and 107,333,284 shares (65.849%) represented by proxy, for a total of 107,337,432 shares (65.851%) out of the 163,000,000 total outstanding shares. Thereafter, the Chairman called the meeting to order.
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 2022, notices of the meeting were sent to all stockholders of record as of April 25, 2022 in four (4) ways to reach as many stockholders as possible
The Chairman mentioned that the minutes of the last Regular Annual Stockholder’s Meeting held on June 24, 2021 was made available in the Company’s website
II. DETERMINATION OF QUORUM / CALL TO ORDER
III. APPROVAL OF THE MINUTES OF THE LAST REGULAR ANNUAL STOCKHOLDERS’ MEETING HELD ON JUNE 24, 2021
I. CERTIFICATION OF SERVICE OF NOTICE
SRC Annual Stockholders’ Meeting, June 23, 2022 Page 2
Stockholders owning 65.851% of the outstanding shares have voted in favor of the following resolution:
Seafront Resources Corporation’s net income decreased by 24% from P26.50 million in 2020 to P20.13 million in 2021. Most of our earnings came from dividends on our investment in Hermosa Ecozone Development Corporation (HEDC) amounting to P31.71 million. But this inflow was offset by the depressing and volatile market performance brought by the pandemic, and recently by major global and national events.
SRC Annual Stockholders’ Meeting, June 23, 2022 Page 3
“Dear Fellow Stockholders: We are now entering a new phase into this pandemic with high hopes and a more positive outlook as we complete vaccination roll outs and resume business as usual. However, the lingering effects of the pandemic has undeniably affected our Company’s bottom line.
The Chairman then requested the President, Ms. Milagros V. Reyes, to deliver the Management Report as follows:
IV. APPROVAL OF MANAGEMENT REPORT AND THE 2021 AUDITED FINANCIAL STATEMENTS
“RESOLVED, That the Minutes of the Regular Annual Stockholders’ Meeting held on June 24, 2021 be, as it is hereby, approved.”
On a positive note, Hermosa Ecozone managed to sell 56,527 sqm of lots in 2021 translating to P323 million in revenues. We expect a more dynamic, lively investment atmosphere as the world starts to recover and we are hopeful that locators will be more optimistic with their investments. With your trust and support, our Company will be able to take advantage of this renewed confidence. Thank you.”
V. 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 24, 2021 to JUNE 23, 2022
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 24, 2021 to June 23, 2022 was shown on the screen.
VI. ELECTION OF NINE (9) MEMBERS OF THE BOARD OF DIRECTORS FOR THE YEARS 2022-2023
“RESOLVED, as it is hereby resolved, that the 2021 Management Report and the 2021 Audited Financial Statements, as made available to the stockholders, be as they are hereby, noted and approved.”
SRC Annual Stockholders’ Meeting, June 23, 2022 Page 4
After which, the Corporate Secretary reported that stockholders owning 65.851% of the outstanding shares have voted in favor of the resolution, to wit:
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 25, 2022, 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:
After the presentation by the President, the Corporate Secretary reported that Stockholders owning 65.851 % of the outstanding shares have voted in favor of the following resolution:
“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 24, 2021 to June 23, 2022, be as they are hereby confirmed, ratified and approved.”
5. RAUL M. LEOPANDO Director
The justification for said retention and reelection has been provided to the Stockholders in advance through the Information Statement.
Among these nominees, Mr. Nicasio I. Alcantara and Atty. Ernestine Carmen Jo D. Villareal-Fernando, whose respective terms as Independent Director have reached the nine (9) years maximum term limit in 2021, were nominated for retention and reelection as Independent Directors. As set by the Company’s Manual on Corporate Governance, pursuant to Securities and Exchange Commission (SEC) Memorandum Circular No. 19, Series of 2016, they can be retained and reelected upon meritorious justification and Stockholders’ approval
VII. APPOINTMENT OF THE COMPANY’S EXTERNAL AUDITORS
1. MILAGROS V. REYES Director
9. BASIL L. ONG Lead Independent Director
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, 2022.
4. YVONNE S. YUCHENGCO Director
2. ROBERTO JOSE L. CASTILLO Director
3. MEDEL T. NERA Director
8. ERNESTINE CARMEN JO D. VILLAREAL FERNANDO Independent Director
6. VICTOR V. BENAVIDEZ Director
The Corporate Secretary reported that all the shares represented in the meeting or 65.851% of the outstanding shares, have been voted in favor of the election of all the nine (9) nominees, including the extension and retention 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 2022 2023
SRC Annual Stockholders’ Meeting, June 23, 2022 Page 5
7. NICASIO I. ALCANTARA Independent Director
SRC Annual Stockholders’ Meeting, June 23, 2022 Page 7 SEAFRONT RESOURCES CORPORATION 2022 Annual Stockholders’ Meeting List of Attendees
Mr. Raul M. Leopando PDirectorasigCity
Mr. Roberto Jose L. Castillo QuezonChairmanCity
PRESENT:
Ms. Milagros V. Reyes PasigDirector/PresidentCity
Mr. Nicasio I. Alcantara Independent Director Makati City Atty. Ernestine Carmen Jo D. Villareal Fernando Independent Director Quezon City
Ms. Yvonne S. Yuchengco MDirectorakatiCity
Mr. Victor V. Benavidez QDirectoruezon City
Mr. Medel T. Nera QDirector/TreasureruezonCity
Mr. Basil L. Ong Independent Director Metro Manila
Atty. Louie Mark R. Limcolioc Assistant Corporate Secretary (PetroEnergy Resources Corporation)
Maria Cecilia L. Diaz de Rivera PetroEnergy Resources Corporation
Alexander Anthony Galang House of Investments
MODERATORS: Ms. Vanessa G. Peralta
- END OF LIST -
Carlota R. Viray Consultant/ PetroEnergy Resources Corporation
Leah Grace Ignacio House of Investments
SRC Annual Stockholders’ Meeting, June 23, 2022 Page 8
Edward Joseph A. Maglinte SyCip Gorres Velayo & Co.
Martin Guantes SyCip Gorres Velayo & Co.
Atty. Samuel V. Torres Corporate Office/GrepalifeSecretary
Mr. Jerome A. Jardinero
Maritess D. Reyes PetroEnergy Resources Corporation
STOCKHOLDERS/OTHERS:
Ma. Theresa Calate Seafront Resources Corporation
Victoria T. Tomelden House of Investments
Maria Elisa De Lara House of Investments
Ma. Helen D. Agtarap PetroEnergy Resources Corporation
Shirley E. Belarmino PetroEnergy Resources Corporation
Kenneth C Lee SyCip Gorres Velayo & Co.
Ana Lea C. Bergado SyCip Gorres Velayo & Co.
Narciso Jun T. Torres, Jr. SyCip Gorres Velayo & Co.
OFFICERS: