The stockholders approved, by the vote of shareholders representing at least two thirds (2/3) of the capital stock of the Corporation, the amendment of Article Seventh of the Articles of Incorporation to increase the Company’s authorized capital stock from two billion pesos (Php 2,000,000,000.00) divided into two billion (2,000,000,000) shares, with par value of one peso (Php 1.00) per share to two billion ninety-eight million pesos (Php 2,098,000,000.00) divided into two billion ninety-eight million (2,098,000,000) shares with par value of one peso (Php 1.00) per share, and, accordingly, for the said article to read as follows:
“SEVENTH: That the amount of capital stock of the Corporation is TWO BILLION NINETY-EIGHT MILLION PESOS (P2,098,000,000.00) Philippine currency, divided into TWO BILLION NINETY-EIGHT MILLION (2,098,000,000) shares of Common Stock with the par value of ONE PESO (P1.00) per share.
“Holders of shares shall not enjoy any pre-emptive right with respect to the issue of new shares whether from unsubscribed capital stock or from the increase of the authorized capital stock or with respect to the disposition of treasury shares.”
The stockholders likewise approved and ratified the resolution of the Board of Directors dated December 7, 2016 approving the placing and subscription transaction where: (i) Josefina Multi-Ventures Corporation (“Josefina”) sold 24,500,000 shares at the selling price of Php 5.00 per share through the facilities of the Philippine Stock Exchange, (ii) the proceeds of the sale will be used to subscribe to 24,500,000 shares out of the increase in the capital stock of the Company, (iii) the subscription price is Php 5.00 per share, or the total subscription price of one hundred twenty-two million five hundred thousand pesos (Php 122,500,000.00), and, (iv) the shares issued will eventually be applied for listing with the Philippine Stock Exchange. |