1. Approval of Minutes of the Annual Stockholders’ Meeting held on 20 July 2023: “RESOLVED, that the stockholders of Philippine Seven Corporation hereby approve the minutes of the Annual Stockholders’ Meeting held on July 20, 2023 as recorded.”
2. Approval of 2023 Audited Financial Statements: “RESOLVED, that the stockholders of Philippine Seven Corporation (the “Corporation”) hereby approve the 2023 Annual Report and the Audited Consolidated Financial Statements of the Corporation for the year ended December 31, 2023 as presented.”
3. Ratification of actions taken by the board of directors, executive committee, board committees and management since the last annual stockholders meeting: “RESOLVED, that the stockholders of Philippine Seven Corporation (the “Corporation”) hereby approve and ratify all the actions taken by the Corporation’s Board of Directors, Executive Committee, Board Committees and Management for Y2023 and up to the present.”
4. Approval of Stock Dividend Declaration: “RESOLVED, that the Stockholders of Philippine Seven Corporation (the “Corporation”) representing at least 2/3 of outstanding capital stock of the Corporation hereby approve a stock dividend declaration corresponding to 100% of the outstanding capital stock of the Corporation of 756,418,283 shares or equivalent to 756,418,283 common shares and the issuance of 756,418,283 common shares with par value of P1.00 per share from the authorized and unissued capital stock of the Corporation for distribution as stock dividend;”
“RESOLVED, FURTHER, that any fractional shares resulting from the declaration of the stock dividend shall be rounded off to the nearest one (1), following the rules of rounding off;”
“RESOLVED, ALSO, that the record date for entitlement to the said stock dividend shall be on August 02, 2024 which is not more than thirty (30) days from the approval thereof by the stockholders of the Corporation in the annual meeting of July 18, 2024, and the payment date shall be August 15, 2024, which is not later than eighteen (18) trading days from the said record date;”
“RESOLVED, FINALLY, that any one of the Chairman of the Board, President, Treasurer or Corporate Secretary is hereby authorized to file the necessary petition and other requisite documents to secure approvals from the appropriate government agencies and other entities to implement the foregoing resolutions.”
5. Appointment of SyCip Gorres Velayo & Co. as the External Auditor: “RESOLVED, that the stockholders of Philippine Seven Corporation (the “Corporation”) hereby approve and ratify the appointment of SyCip Gorres Velayo and Company (SGV) as the external auditor of the Corporation for Y2024”
6. Approval of the Amendment of the Sixth Article of the Amended AOI on Number of Directors From 11 To 9: “RESOLVED, that the Stockholders of Philippine Seven Corporation (the “Corporation”) hereby approves to amend the Sixth Article of the Corporation’s Amended Articles of Incorporation, so that the said article, as herein amended, shall henceforth read as follows:
“SIXTH – That the number of directors of the Corporation shall be nine (9) and the names, nationalities, and residences of the first directors of the Corporation who shall act as such until their successors shall have been duly elected and qualified are as follows:” (changes underscored)
“RESOLVED, FURTHER, that the above amendment shall take effect upon approval of the Securities and Exchange Commission (SEC) and in the next Annual Stockholders’ Meeting of the Corporation in 2025;
“RESOLVED, FINALLY, that any one of the Chairman of the Board, President, Treasurer or Corporate Secretary is hereby authorized to file the necessary petition and other requisite documents and papers to secure approvals from the appropriate government agencies and other entities to implement the foregoing resolution.” |