Please be informed that at the Special Stockholders Meeting of Cebu Landmasters, Inc. (“CLI”) held today, 26 February 2021, the following resolutions were adopted and approved:
1. RESOLVE that the shareholders ratify the decision of the Board during its meeting on 24 November 2020 to: (1) increase the authorized capital stock (“ACS”) of the Corporation from Php 2,500,000,000.00 divided into (a) Two Billion Four Hundred Million (2,400,000,000) common shares with a par value of One Peso (Php 1.00) per share; and (b) One Billion (1,000,000,000) voting preferred shares with a par value of Ten Centavo (Php0.10) per share, to Ten Billion One Hundred Million Pesos (Php 10,100,000,000.00), Philippine Currency, divided into (a) Ten Billion (10,000,000,000) common shares with a par value of One Peso (Php 1.00) per share; and (b) One Billion (1,000,000,000) voting preferred shares with a par value of Ten Centavo (Php0.10) per share; and (2) to amend for this purpose Article SEVENTH of the Amended Articles of Incorporation to reflect the increase in ACS;
2. RESOLVE as it is hereby resolved, that the shareholders authorize the President, Treasurer, Corporate Secretary and their respective assistants and/or duly appointed substitutes or attorneys-in-fact to file the necessary documents to accomplish the increase of the ACS and the amendment of the Articles of Incorporation;
3. RESOLVE as it is hereby resolved, that the shareholders approve the declaration of stock dividends of at least 1,900,000,000 or such number of common shares as sufficient to pay the required subscription for the increase in the authorized capital stock and as necessary to avoid fractional shares, to be issued and paid for out of the unrestricted retained earnings of the Corporation as of 30 September 2020, which shall be sourced from the increase in authorized capital stock of the Corporation, to be issued to stockholders of record as of the record date fixed and approved by the Securities and Exchange Commission, and to be paid on such payment date as shall be fixed by the Board of Directors after the determination of the record date.
The aforementioned resolutions were approved by stockholders present at the meeting, constituting 75.82% of the outstanding capital stock. With this, CLI will distribute 1,912,649,508 new common shares as stock dividend, where every stockholder will receive 123 shares for every 100 block of shares, subject to the approval of the Securities and Exchange Commission. |