A. Resolution approving the Minutes of the Special Meeting of the Board of Directors held on 12 March 2021;
B. Resolutions authorizing the Corporation to acquire the following:
a. Parcels of land located in Rizal with a total area of 17,214 sq.m.; b. Parcels of land located in Batangas with a total area of 102,018 sq.m; and c. Parcel of land located in Cotabato with an area of 52,149 sq.m.
C. Resolutions authorizing the Corporation to enter into joint ventures involving the following:
a. Development of projects located in Rizal with a total area of 186,930 sq.m.; b. Development of projects located in Bulacan with a total area of 24,839 sq.m.; and c. Development of projects located in Laguna with a total area of 140,820 sq.m.
D. Resolutions confirming the authority of the Corporation to sell up to Three Billion (3,000,000,000) shares of stock through a follow-on offering, as previously approved during the Special Meeting of the Board of Directors held on 18 April 2013;
E. Resolutions approving the Disclosures contained in the Registration Statement and Listing Application and the filing thereof in connection with the Corporation’s Follow-on Offering, including the following:
a. approval to adopt the Fit and Proper Rule for the selection of directors and officers, and to undertake to comply with the rules of the Securities and Exchange Commission (SEC) on resolving conflicting issues regarding the selection of independent directors; b. approval to authorize the SEC and its duly authorized representatives to access, inspect and copy all of the bank accounts of the Corporation, its subsidiaries, affiliates and persons under common control with or by the Corporation; and c. approval to be joint and severally liable for all the acts of the Corporation’s transfer agent, Professional Stock Transfer, Inc., in relation to all matters involving the shares to be offered.
F. Resolutions authorizing the Corporation to engage the services of underwriter/s, issue managers and arrangers, selling agents, stabilizing agent, advisors, legal counsel, and such other parties and agents as may be necessary in connection with the Corporation’s Follow-on Offering, and to authorize Oliver Paul L. Pobre and Marian Elisa C. Carlos of China Bank Capital Corporation to represent the Corporation before the Philippine Stock Exchange, Inc.;
G. Resolution authorizing the Corporation to amend its dividend policy from up to ten percent (10%) to up to twenty five percent (25%):
“RESOLVED, That the Corporation be, as it is hereby, authorized and empowered to declare dividends equivalent to up to twenty five percent (25%) of the prior fiscal year's net income after tax subject to: (i) the availability of unrestricted retained earnings; (ii) implementation of business plans; (iii) contractual obligations; (iv) working capital requirements; and (v) the approval of the Board of Directors. The Corporation may declare dividends, annually or as often as the Board of Directors may deem appropriate, in cash or in kind and/or in additional shares from its surplus profits. The declaration and payment of dividends are subject to the regulatory requirements of the Securities and Exchange Commission and the Philippine Stock Exchange, Inc.”
H. Resolutions authorizing the Corporation to appoint Rizal Commercial Banking Corporation - Trust and Investments Group as Facility Agent. |