At the Special Meeting of the Board of Directors of the Registrant held on 06 December 2017, at which meeting a quorum was present and acting throughout, the following matters were discussed:
1. Reading and Approval of the Minutes of the Organizational Meeting of the Board of Directors held on 10 February 2017;
2. Report on Operations;
3. Approval of the Registrant’s Annual Report on Securities and Exchange Commission (“SEC”) Form 17-A and Financial Statements;
4. Acceptance of the resignation of Ambassador Bienvenido A. Tan, Jr. as Director and Chairman of the Board of Directors, and the election of Atty. Ariel R. Arriola as Independent Director and Mr. Bienvenido A. Tan, III as new Chairman;
5. Resolution authorizing the creation of the position of Honorary Chairman and the election of Mr. Bienvenido A. Tan, Jr. as Honorary Chairman;
6. Election of Ms. Mary Ann Dizon as Vice President;
7. Acceptance of the resignation of Mr. Albert C. Eufemio as Corporate Governance Compliance Officer and the election of Ms. Mary Ann Dizon as new Compliance Officer;
8. Resolution authorizing the appointment of Proxy for the Stockholders’ or Joint Special Directors’ and Stockholders’ Meeting of Baesa Redevelopment Corporation which will be held for purposes of approving the latter’s proposed investment in Kombi Land, Inc.;
9. Resolution setting the date of the Annual Stockholders' Meeting of the Registrant for the year 2017 on Thursday, 25 January 2018, 2:00 p.m., at the 2nd Floor, Adamson Centre, 121 L. P. Leviste Street, Salcedo Village, Makati City;
10. Resolution setting the record date on 22 December 2017 for purposes of determining the list of stockholders of the Registrant (the "List of Stockholders") who are entitled to notice of, and to vote at, the Annual Stockholders’ Meeting;
11. Resolution authorizing the stock and transfer agent of the Registrant to close the Stock and Transfer Book of the Registrant at 5:00 p.m. on 22 December 2017;
12. Resolution setting the date for the submission of the List of Stockholders to the SEC and Philippine Stock Exchange (“PSE”) not later than Tuesday, 02 January 2018;
13. Resolution authorizing the Registrant to send written notices to all stockholders of record not later than Thursday, 04 January 2018;
14. Resolution setting the deadline for submission by the stockholders of their proxies for the Annual Stockholders' Meeting to the Corporate Secretary on Monday, 15 January 2018, at the Principal Office of the Registrant;
15. Resolution setting the date for the validation of proxies on Friday, 19 January 2018, at the Principal Office of the Registrant;
16. Resolutions: (a) authorizing the Registrant to distribute its unrestricted retained earnings in the aggregate amount of Thirty Five Million Pesos (P35,000,000.00) in the form of cash dividends to its stockholders of record as of 05 January 2018, in proportion to their respective shareholdings, or One Peso (P1.00) per share; and (b) setting the distribution of the said cash dividends not later than 31 January 2018; and
17. Ratification of the Acts of the Executive Committee. |