M A Y 2 7 , 2 0 2 1 • 9:00 AM

137
MAY 27, 2021 • 9:00 AM

Transcript of M A Y 2 7 , 2 0 2 1 • 9:00 AM

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PHILIPPINE NATIONAL ANTHEM

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OPENING PRAYER

DIRECTORSTEPHEN A. TAN

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BOARD OF DIRECTORS

MA. JASMINE S. OPORTOINDEPENDENT DIRECTOR

MA. AURORA D. GEOTINA-GARCIAINDEPENDENT DIRECTOR

RUFINO LUIS T. MANOTOKINDEPENDENT DIRECTOR

DIRECTORSTEPHEN A. TAN

JOANNA MARIE S. BERGUNDTHALDIRECTOR, ASST. TREASURER & VICE-PRESIDENT FOR MARKETING

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

MA. ROSARIO B. SOBERANO DIRECTOR, EXECUTIVE VICE-PRESIDENT & TREASURER

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

ATTY. ALAN C. FONTANOSA(SYCIP LAW) CORPORATE SECRETARY

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JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

CERTIFICATION OFQUORUM AND NOTICE

ATTY. ALAN C. FONTANOSA(SYCIP LAW) CORPORATE SECRETARY

CERTIFICATION OF QUORUM AND NOTICE

77.29%

of the total outstanding shares are present today

1,185,358,402 shares

ATTENDANCE

NOTICES OF MEETINGS

❏ First Notice of Meeting published in the Philippine Daily Inquirer on03 May 2021

❏ Second Notice of Meeting published in Sunstar Daily and TheFreeman on 24 May 2021

❏ Preliminary and Definitive Information Statements distributed viaPSE Edge on 20 April 2021 and 12 May 2021, respectively

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APPROVAL OF THE MINUTES OF THE PREVIOUS STOCKHOLDERS’

MEETINGS

APPROVAL OF THE MINUTES OF THE ANNUAL STOCKHOLDERS’ MEETING HELD JUNE 3, 2020

APPROVAL OF THE MINUTES OF THE SPECIAL STOCKHOLDERS’ MEETING HELD FEB. 26, 2021

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B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

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CFO’s REPORT

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

2020 HAS BEEN A YEAR UNLIKE ANY OTHER IN OUR LIFETIME

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

2020 HAS BEEN A YEAR UNLIKE ANY OTHER IN OUR LIFETIME

THERE HAS BEEN A RE-EMPHASIS ON THE ESSENTIALS OF LIFE –SHELTER AND HOUSING BEING ATTHE FOREFRONT

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

HOMES ARE WHERE WE ARE ASKED TO STAY SAFE

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

HOMES ARE WHERE WE ARE ASKED TO STAY SAFE

MAINTAIN OUR HEALTH

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

WORK AND LEARN

HOMES ARE WHERE WE ARE ASKED TO STAY SAFE

MAINTAIN OUR HEALTH

Cebu46%

Visayas33%

Mindanao21%

2020

LOCATION

7,597

9,608

12,676

14,248

2017 2018 2019 2020

RESERVATION SALES(PHP IN MILLIONS)

+12%

+32%

+26%

DELIVER OUTLIER SALES TAKE-UP IN FY 2020BACKED BY SUSTAINED HOUSING DEMAND IN VISMIN

Garden Series19%

Premier Series10%

Casa Mira69%

Villa Casita2%

2020

MARKET

RESERVATION SALES PER SEGMENT

3,928

1,287

6,763

1,667

8,499

2,012

8,299

1,846

REALIZED REVENUE PARENT NIAT

REVENUE vs PARENT NIATFY2017 TO FY2020

(PHP IN MILLIONS)

-2%+26%

+21% -8%+30%

+72%

INCREASED CONSTRUCTION ACTIVITY IN H2 2020

RESILIENT FINANCIAL PERFORMANCE WITHIN FULL YEAR GUIDANCE OF +/-10%

.

8,747

11,818

15,182

20,339

UNREALIZED REVENUEFY2017 TO FY2020

(PHP IN MILLIONS)

+34%

+28%

+35%

UNREALIZED REVENUE FROM SALES CONTRACTREACHED A RECORD OF P20 Bn BY YE2020

P1.15PER SHARE*

CLI CONTINUES TO RETURN VALUE TO SHAREHOLDERS

P0.25PER SHARE

CASH DIVIDENDSDeclaration date: Mar 16, 2021Record date: April 16, 2021Payment date: May 10, 2021

123%PER SHARE

STOCK DIVIDENDSDeclaration Date: Nov 24, 2020SEC approval date: May 21, 2021Record and Payment date: TBD

EARNING PER SHARE*December 31, 2020

P6.92PER SHARE*

P10.74BILLION

STOCK PRICE*MAY 26, 2021

MARKETCAPITALIZATION*MAY 25, 2021

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

COVID-19 HOUSING BOOM

PH HOUSING DEMAND

7% - Socialized65% - Economic and Low-Cost21% - Mid-market7% - High-end

200KHousing Supply per year

44% - Socialized55% - Economic and Low-Cost1% - Mid-market

800KAve. new Housing Backlog per yr.

Estimated backlog by 2040 if no steps are taken (DHSUD)

22MnBacklog by 2040 (b)

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

CITADINES CEBU CITYCEBU180 hotel rooms (130 rooms operating)50 rooms (Completion date: Q2 2021)Started operations in Sept 2019

CITADINES PARAGON DAVAODAVAO

263 hotel rooms by 2024

CITADINES BACOLOD CITYBACOLOD

200 hotel rooms by 2023

RADISSON REDCEBU

144 hotel roomsby 2023

LYF CEBU CITYCEBU

159 hotel roomsby 2022

ABACA RESORT MACTANCEBU

125 hotel roomsby 2024

PATRIA DE CEBUCEBU

167 hotel roomsby 2025

SOFITEL CEBUCEBU

195 hotel roomsby 2025

PRUDENT DEBT MANAGEMENT1.48x NET DEBT TO EQUITYISSUED NEW P3Bn SDN LINE WITH BIMI ON APRIL 30, 2021

936

2,284

3,824

2,0862,405

2,773

4,514

1,990

4,022

1,684

113

635

5.40%4.96%

2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030onwards

DEBT MATURITYDECEMBER 31, 2020

Cost of Debt (In %)Principal Payments (Php In Mn)

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

- BILATERAL FACILITY & CORPORATE NOTES

- HOME MORTGAGE LOAN PARTNERS

BANK AND FUNDING PARTNERS

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

CLI EXTENDED SUPPORT TO ALL STAKEHOLDERS

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

CLI EXTENDED SUPPORT TO ALL STAKEHOLDERS

SUPPLEMENTAL WAGES FOR CONSTRUCTION WORKERS

and photo

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

CLI EXTENDED SUPPORT TO ALL STAKEHOLDERS

SUPPLEMENTAL WAGES FOR CONSTRUCTION WORKERS

PAYMENT GRACE PERIOD FOR BUYERS

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

CLI EXTENDED SUPPORT TO ALL STAKEHOLDERS

SUPPLEMENTAL WAGES FOR CONSTRUCTION WORKERS

PAYMENT GRACE PERIOD FOR BUYERS

FREE VACCINATION PROGRAM FOR EMPLOYEES

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

ACCELERATE DIGITALIZATION INITIATIVE

and photo

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

ACCELERATE DIGITALIZATION INITIATIVE

VIRTUAL TOURS

and photo

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

ACCELERATE DIGITALIZATION INITIATIVE

VIRTUAL TOURS

CLIO AUTOMATED CHATBOX

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

ACCELERATE DIGITALIZATION INITIATIVE

VIRTUAL TOURS

CLIO AUTOMATED CHATBOX

MASTERS PORTAL APP FOR BUYERS

2,361

3,928

6,763

8,499 8,299

767 1,261

1,667 2,012 1,846

2016 2017 2018 2019 2020 2021

Revenue Conso Parent NIAT

FY 2021 GUIDANCE(PHP IN BILLIONS)

15%-20% YOY

GROWTH

* COMPOUNDED ANNUAL GROWTH RATE

CAGR*53% in Rev

38% in Parent NIAT

TO RESUME CLI GROWTH TRAJECTORY IN 2021

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

WE CAN LOOK FORWARD TO A SHARED FUTURE WITH HOPE AND RESOLVE

B. GRANT L. CHENGDIRECTOR & CHIEF FINANCIAL OFFICER

WE CAN LOOK FORWARD TO A SHARED FUTURE WITH HOPE AND RESOLVE

AS WE OVERCOME OUR CHALLENGES TOGETHER

APPROVAL OF THECFO’s REPORT

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JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

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COO’s REPORT

building homes

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

building homes

forging partnerships

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

forging partnerships

nurturing communities

building homes

forging partnerships

nurturing communities

improving livesthrough real estate

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

building homes

SUSTAINED CONSTRUCTION OPERATIONS

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

SUSTAINED CONSTRUCTION OPERATIONS

MAINTAINED COMMUNICATION WITH CUSTOMERS AND BROKER PARTNERS

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

EXCEEDED RESERVATION SALES

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

PHP 14.25BNEW SALES

12%INCREASE YOY

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

Casa Mira Iloilo (IloIlo City)

Casa Mira South Phase 3B (Naga, Cebu)

Casa Mira South Phase 3A (Naga, Cebu)

Casa Mira Homes DumaguetePhase 1 (Dumaguete City)

Casa Mira Towers MandaueTower 2 (Mandaue City)

Casa Mira Towers GuadalupeTower 2 (Cebu City)

Casa Mira Towers LPU(Davao City)

Casa Mira LinaoPhase 3 (Minglanilla)

Velmiro Greens Bohol(Dauis, Bohol)

2020 PROJECT LAUNCHES

EMBRACED THE

BAYANIHAN SPIRIT

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

SUPPORTED OVER 5,000 THIRD-PARTYCONSTRUCTION WORKERS

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

SUSTAINED OPERATIONS 60% - 100%

30 CONSTRUCTION SITES

AROUND VISMIN

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

100THPROJECT

25 PROJECTSIN THE 2021 PIPELINE

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

Masters Tower Cebu(Cebu City)

Mandtra Residences (Cebu City)

Velmiro Heights CDO(CDO)

healthier homes

greener mixed-use environments

sustainable townships

safest homes away from home

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

GO ABOVE & BEYONDTO SERVE

JOSE FRANCO B. SOBERANODIRECTOR, EXECUTIVE VICE-PRESIDENT & CHIEF OPERATING OFFICER

APPROVAL OF THECOO’s REPORT

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JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

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the well-being of our people

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

is our utmost priority

employeesstakeholderscommunities

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

INCREASED ORGANIC HEADCOUNT TO

OVER 600EMPLOYEES IN 2020

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

SUPPORTED VISMIN COMMUNITIES

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

SUPPORTED VISMIN COMMUNITIES

DONATED FOOD PACKS, MEDICAL SUPPLIESTO 18 CITIES AND 30 BARANGAYS

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

SUPPORTED VISMIN COMMUNITIES

TOOK PART IN THECONSTRUCTION OF SEVERAL QUARANTINE CENTERS

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

ADAPTED TO NEW NORM

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

ADAPTED TO NEW NORM

HEAVILY INVESTED IN ONLINE PLATFORMS

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

ADAPTED TO NEW NORM

OFFERED FLEXIBLE PAYMENT TERMS

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

ADAPTED TO NEW NORM

FORMED NEW CUSTOMER RELATIONS DEPARTMENT

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

Cebu Landmastersremained resilient with its performance

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

5,300 UNITSacross key cities in VisMin

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

heightened demand for our mid-end and economic residential developments

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

HOTEL

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

Cebu Landmasters’VisMin unique expertise

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

SUSTAINEDMARKET LEADERSHIPIN VISMINFOR 3 CONSECUTIVE YEARS

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

LARGEST MARKET SHARE OF

12%AS OF Q3 2020

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

value of homeshas never been greater

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

SEIZED OPPORTUNITIES

CEBU LANDMASTERS

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

increased open spaces for condominiums and subdivisions

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

increased open spaces for condominiums and subdivisions

transformed enclosed retail spaces and malls

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

increased open spaces for condominiums and subdivisions

transformed enclosed retail spaces and malls

incorporated clinics in our properties

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

increased open spaces for condominiums and subdivisions

transformed enclosed retail spaces and malls

incorporated clinics in our properties

offered medical facilitiesJOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

ADAPTED TO CHANGE,SEIZED OPPORTUNITIES

2020

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

REBOUNDANDABOUND

2021

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

15% TO 20%UPSIDE TRAJECTORY

2021

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

PHP 12BCAPITAL EXPENDITURES

2021

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

EXPAND LANDBANK

2021

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

28,000 SQMINCREASE GLA

2021

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

employees

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

employees

partner brokers and agents

most especially ourBOARD OF DIRECTORS

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

employees

partner brokers and agents

JOSE R. SOBERANO IIICHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

With fortitude, solidarity, and an unwavering faith in the Lord, we can overcome challenges together.

APPROVAL OF THECHAIRMAN’s REPORT

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APPROVAL OF THEAUDITED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2020

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RATIFICATION OF ALL ACTS OF THE BOARD OF DIRECTORS

DURING THE 2020 - 2021 TERM

ACTS OF THE BOARD OF DIRECTORS IN THE 2020 - 2021 TERM FOR STOCKHOLDERS’ RATIFICATION:

Major Lot Acquisitions in 2020:

• Astra Centre expansion lot along A.S. Fortuna St., Mandaue City for P52million

• Strategically located property on the corner of Ramos and Ranudo Streetsin Cebu City for P380.4 million, which will be the site of a mixed-usedhigh-rise project in partnership with Borromeo Bros.

• Another expansion lot in our Base Line Centre project for P91.3 million

• Our first property in Puerto Princesa, Palawan for P364 million

• Acquisition of an Ateneo de Davao University lot for P306 million toexpand our joint venture project nearby

ACTS OF THE BOARD OF DIRECTORS IN THE 2020 - 2021 TERM FOR STOCKHOLDERS’ RATIFICATION:

• Availment of P3-Billion Peso Short-dated Notes of BPIInvestments Management, Inc.

• Creation of a joint venture that will provide CLI its firstdormitel project

• Partnership with Accor Group to operate our Sofitel andMercure hotels in Cebu

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ELECTION OF THE BOARD OF DIRECTORS

FOR THE 2021 - 2022 TERM

RUFINO LUIS T. MANOTOKINDEPENDENT DIRECTOR

NOMINEES TO THE

BOARD OF DIRECTORS

MA. JASMINE S.OPORTO

MA. AURORA D.GEOTINA-GARCIA

RUFINO LUIS T.MANOTOK

STEPHEN A.TAN

JOANNA MARIE S.BERGUNDTHAL

B. GRANT L.CHENG

NOMINEES TO THE

BOARD OF DIRECTORS

JOSE FRANCO B.SOBERANO

MA. ROSARIO B.SOBERANO

JOSE R.SOBERANO III

NOMINEES TO THE

BOARD OF DIRECTORS

77.29%

77.29%

77.29%

77.29%

77.29%

77.29%

77.29%

77.29%

77.29%

% OF O/SSHARES

100.00%, 1,185,358,402

100.00%, 1,185,358,402

100.00%, 1,185,358,402

100.00%, 1,185,358,402

100.00%, 1,185,358,402

100.00%, 1,185,358,402

100.00%, 1,185,358,402

100.00%, 1,185,358,402

100.00%, 1,185,358,402

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

JOSE R. SOBERANO III

MA. ROSARIO B. SOBERANO

JOSE FRANCO B. SOBERANO

JOANNA MARIE B. SOBERANO-BERGUNDTHAL

STEPHEN A. TAN

B. GRANT L. CHENG

RUFINO LUIS T. MANOTOK

MA. AURORA D. GEOTINA-GARCIA

MA. JASMINE S. OPORTO

YES NO ABSTAINVOTES (NO. OF SHARES)

SUMMARY OF VOTES FOR ELECTION OF DIRECTORS

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APPOINTMENT OF INDEPENDENT AUDITOR FOR FISCAL YEAR 2021

MA. AURORA D. GEOTINA-GARCIAINDEPENDENT DIRECTOR

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PROPOSED AMENDMENT TO THE BY-LAWS

AMENDED BY-LAWS

RESOLVED, as it is hereby resolved, that the stockholders of Cebu Landmasters, Inc. (the “Corporation”) amend ArticleIII, Section 4 of its By-laws, to read as follows:

Section 4. Notice of Meeting. Notice for annual and special meetings of stockholders may be sent by the Secretary orAssistant Secretary by personal delivery or by sending the notice by mail, telegraph, cable, facsimile, electronic mail orother electronic means to each stockholder of record entitled to vote thereat at the address and/or facsimile, telegraphnumber or electronic mail address last known to the Secretary or Assistant Secretary of the Corporation, at leasttwenty-one (21) calendar days before the date of the meeting. Except where expressly required by law, no publicationof any notice of a meeting of stockholders shall be required. Each stockholder shall provide his current residential oroffice address and electronic mail address to the Secretary not later than thirty (30) days after the regular meeting ofthe stockholders as provided for in Section 2 of Article III hereof, and shall notify the Secretary of any change in hisresidential or office address or electronic mail address within five (5) days from the said change. The Secretary shallmaintain a record of the current residential or office address, and the electronic mail address of each stockholder ofthe Corporation. Any notice of any regular or special meeting sent by electronic mail to the last known electronic mailaddress of a stockholder shall be considered a valid service of the notice upon said stockholder. The notice shall statethe date, time and place of the meeting and the agenda or purpose or purposes for which the meeting is called. Suchrequirements aforesaid and notice of any meetings may be waived, expressly or impliedly, by any stockholder.

When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to give any notice ofthe adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at whichthe adjournment is taken. At the reconvened meeting, any businesses may be transacted at the meeting originallyconvened.”

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OTHER MATTERS

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THANK YOU!

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