Agenda |
Action with Respect to Reports
The following reports will be submitted for approval by the stockholders:
1) The President's Report; and
2) Audited Financial Statements for the year 2014.
Amendment of Charter, Bylaws or Other Documents
The Company is seeking approval from stockholders for the following amendments:
1) Amendment of the Articles of Incorporation to expand the purpose clause of the Company such that the Second Article shall be amended to read as follows:
SECOND: A. That the primary purpose of this corporation is:
To establish, operate and maintain restaurants, coffee shops, refreshment parlors, cocktail lounges, to provide food catering and related services, and to establish and operate commissaries to manufacture, process and distribute foods and food items, in each case either directly or indirectly through subsidiaries and/or investee-corporations, and while the holder of shares in the latter subsidiaries and/or investee-corporations, to aid the same in any manner, including but not limited to acting as guarantor or surety for any indebtedness or other obligations thereof.
B. That the corporation shall have all the express powers of a corporation as provided for under Section 36 of the Corporation Code of the Philippines.
The foregoing amendment is intended to allow and make it easier for the Company to guarantee the bank loans of its subsidiaries and joint ventures.
2) Amendment of By-Laws to change the name of the Corporation to:
MAX’S GROUP, INC. (formerly, PANCAKE HOUSE, INC.) (Doing business under any or all of the following business or trade names: Pancake House, Maple, Dencio’s, Kabisera ng Dencio’s, Singkit, and such other business or trade names as may hereafter be approved by the Board of Directors of the Company)
The foregoing amendment is intended to have the corporate name in the by-laws conform to the change in corporate name approved by the Board of Directors on 22 January 2015 and by written assent of the stockholders holding at least 2/3 of the outstanding capital stock of the Company, secured as of 9 February 2015.
Other Proposed Actions
The following shall also be submitted for the approval of the stockholders:
1) Approval of the Minutes of the Annual Stockholders’ Meeting held on June 10, 2014;
2) Ratification of all acts of the Board of Directors and Officers since 2014 Annual Stockholders’ Meeting;
3) Appointment of External Independent Auditors |