P W - 9 9 8 M A C A Y H O L D I N G S , I N C . & S U B S ...

P W - 9 9 8

SEC Registration Number

M A C A Y H O L D I N G S , I N C . &

S U B S I D I A R I E S

(Company’s Full Name)

1 3 7 Y A K A L S T R E E T , S A N A N T O N I O

V I L L A G E , M A K A T I C I T Y

A (Business Address: No. Street City/Town/Province)

1 2 3 1 M S R D

(Form Type) Department requiring the report Secondary License Type, If Applicable

COMPANY INFORMATION

[email protected]

63-2-893-0733

Company’s email address Company’s Telephone Number Mobile Number

388

June 28 2016

No. of Stockholders Annual Meeting (Month/Day) Fiscal Year

CONTACT PERSON INFORMATION

Fernando Balatbat [email protected]

63-2-893-0733

Name of Contact Person Email Address Telephone Number Mobile Number

CONTACT PERSON’S ADDRESS

137 Yakal Street, San Antonio Village, Makati City 1203

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SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-IS

INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:

[ ] Preliminary Information Statement [ ] Definitive Information Statement

2. Name of Registrant as specified in its charter MACAY HOLDINGS, INC. 3. PHILIPPINES Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number PW-998 5. BIR Tax Identification Code 000-410-269-000 6. 137 Yakal Street, San Antonio Village, Makati City, Philippines 1203 Address of principal office Postal Code

7. Registrant’s telephone number, including area code (632) 893-0733 8. Date, time and place of the meeting of security holders

June 28, 2017, 2:00 p.m. at Makati Diamond Residences, Legaspi Street, Makati City 9. Approximate date on which the Information Statement is first to be sent or given to security holders

on or before June 6, 2017. 10. In case of Proxy Solicitations:

THE COMPANY IS NOT SOLICITING PROXIES. 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA

(information on number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding Common 1,068,393,223 12. Are any or all of registrant's securities listed in a Stock Exchange?

Yes __ No _______

If yes, disclose the name of such Stock Exchange and the class of securities listed therein: PHILIPPINE STOCK EXCHANGE COMMON SHARES OF STOCK

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MACAY HOLDINGS, INC.

SEC FORM 20-IS

INFORMATION REQUIRED IN INFORMATION STATEMENT A. GENERAL INFORMATION Item 1. Date, time and place of meeting of security holders.

Date : June 28, 2017 Time : 2:00 p.m.

Place : Makati Diamond Residences, Legaspi Street, Legaspi Village, Makati City Mailing Address of Principal Office:

137 Yakal Street, San Antonio Village Makati City, Philippines 1203

The approximate date on which this information statement shall be first sent or given thru personal delivery and/or by registered mail to stockholders and/or security holders will be on or before June 6, 2017. Record Date

The record date for the purpose of determining the stockholders entitled to notice of and to vote at the Annual Meeting is May 30, 2017 (the “Record Date”).

Item 2. Dissenters' Right of Appraisal

At the scheduled meeting, there are no corporate matters or actions that will entitle dissenting stockholders to exercise their right of appraisal as provided in Sections 81 and 82, Title X of the Corporation Code of the Philippines. In any event, under Section 81 of the Corporation Code of the Philippines, a stockholder has the right to dissent and demand payment of the fair value of his shares in the following instances: (a) In case any amendment to the articles of incorporation has the effect of changing or restricting

the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any shares of any class, or of extending or shortening the term of corporate existence.

(b) In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or

substantially all of the corporate property and assets as provided in the Corporation Code; and (c) In case of merger or consolidation. A stockholder must have voted against the proposed corporate action in order to avail himself of the appraisal right. The procedure for the exercise by a dissenting stockholder of his appraisal right is as follows: (a) The dissenting stockholder shall make a written demand on the corporation within thirty (30)

days after the date on which the vote was taken for payment for the fair value of his shares. Provided, that failure of the stockholder to make the demand within such period period shall be deemed a waiver on the appraisal right;

(b) If the proposed corporate action is implemented or effected, the corporation shall pay to such

stockholder, upon surrender of corresponding certificate(s) of stock (representing the dissenting stockholer’s share), within 10 days after demanding payment for his shares (Sec. 86), the fair value thereof; and

(c) Upon payment of the agreed or awarded price, the stockholder shall transfer his share to the

corporation.

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Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon

(a) No current director or officer of Macay, or nominee for election as director of the Company or any associate of any of the foregoing persons has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon in stockholders’ meeting, other than election to office.

(b) No director has informed the Company in writing that he intends to oppose any action to be

taken by the Company at the meeting. B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof

(a) Class of Voting Securities : 1,068,393,223 Common Shares are entitled to vote during the June 28, 2017 Annual Stockholders Meeting.

(b) Record Date : Only the stockholders of record as of May 30, 2017 are entitled to be given notice of and to vote at the meeting. Foreign Ownership : 100,295,615 shares or 9.39% as of 31 March 2017

(c) Nomination and Election of Directors and Independent Directors and Manner of Voting: At every meeting of the stockholders of the Company, every stockholder shall be entitled to one vote for each share of stock standing in his name on the books of the company; provided, however, that in the case of the election of directors, every stockholders may so vote by proxy, provided that the proxy shall have been appointed in writing by the stockholders himself, or by his duly authorized attorney. The instrument authorizing a proxy to act shall be exhibited to the secretary and to the inspectors of election, and shall be lodged with the secretary at least ten (10) days before the scheduled time of the meeting. At any meeting of stockholders, the holders as of record date, of a majority of the stock of the company then issued and outstanding, and represented in person or by proxy, shall constitute a quorum for the transaction of business. At all meetings of the stockholders, all elections and all questions shall be decided by the plurality of vote of stockholders present in person or by proxy and entitled to vote thereat, a quorum being present, except in cases where other provision is made by statute. With respect to the election of directors, in accordance with Section 24 of the Corporation Code of the Philippines, a stockholder may vote the number of shares held in his name in the Company’s stock books as of May 30, 2017, and may vote such number of shares for as many persons as there are directors to be elected, or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit; Provided, that the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the Company multiplied by the total number of directors to be elected. Discretionary authority to cumulate votes is solicited. Unless required by law, or demanded by a stockholder present in person or by proxy at any meeting, and entitled to vote thereat, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or in his name by proxy if there be by proxy, and shall state the number of shares voted by him. In accordance with the Company’s By-laws, the stockholders may, at each annual meeting, appoint two persons (who need not be stockholders), to act as inspectors of election at all meetings of the stockholders until the close of the next annual meeting. If any inspector shall refuse to serve, or neglect to attend, at any meeting of the stockholders, or his office shall become vacant, the stockholders may, during the meeting, appoint an inspector in his place. The total number of votes that may be cast by a stockholder of the Company is computed as follows: no. of shares held on record as of record date x 13 directors.

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(d) Security Ownership of Certain Record and Beneficial Owners and Management Security Ownership of Certain Record and Beneficial Owners of More Than 5%

The following persons/entities own at least five per cent (5%) of the Company’s outstanding common shares as of March 31, 2017:

Title of Class

Name,Address of

Record Owner and

Relationship with Issuer

Name of Beneficial

Owner and

Relationship with Record

Owner

Citizenship No. of Shares Held

Percentage ( % )

Common Shares

Mazy’s Capital, Inc. 84 Dapitan Street corner Banawe Street, Quezon City Controlling Shareholder of Issuer

Zest-O Corporation 574 EDSA, Caloocan City Shareholder Mega Asia Bottling Corporation Barangay Calulut San Fernando Pampanga Shareholder

Filipino

958,941,660

89.76%

The Chairman, or his assigns, is authorized to vote the shares of Mazy’s Capital, Inc. upon the direction of the Board of Directors of Mazy’s Capital, Inc.

Security Ownership of Management

Title of Class

Name of the Beneficial Owner

(D) Director/ (ID) Independent Director

(O) Officer

Amount and Nature of Beneficial Ownership

(D) direct/(I) indirect

Citizenship Percent of Class

Common Alfredo M. Yao (D) 1 (D) Filipino 0%

Common Armando M. Yao (D) 1 (D) Filipino 0%

Common Carolyn S. Yao (D) 1 (D) Filipino 0%

Common Jeffrey S. Yao (D) (O) 1 (D) Filipino 0%

Common Mary Grace S. Yao (D) 1 (D) Filipino 0%

Common Antonio I. Panajon (D) (O) 1 (D) Filipino 0%

Common Fernando R. Balatbat (D) (O) 1 (D) Filipino 0%

Common Roberto A. Atendido (D) 1 (D) Filipino 0%

Common Albert S. Toribio (D) 1 (D) Filipino 0%

Common Jesus G. Gallegos, Jr. (ID) 1 (D) Filipino 0%

Common Roberto F. Anonas, Jr. (ID) 1 (D) Filipino 0%

Common Gerardo T. Garcia (D) 1 (D) Filipino 0%

Common Rinaldi C. Aves (D) 1 (D) Filipino 0%

Aggregate No. of Shares for Directors and Officers

13 0%

(e) Voting Trust Holders of 5% or More

There are no persons holding more than 5% of a class under a voting trust or any similar agreements as of balance sheet date.

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(f) Change in Control The Company is not aware of any change in control or arrangement that may result in a change in control of the Company since the beginning of its last fiscal year. There are no existing or planned stock warrant offerings. There are no arrangements which may result in a change in control of the Company.

Item 5. Directors and Executive Officers of the Registrant

(a) The following are the names of the incumbent Directors of the Company:

Board of Directors

Office Name Age Citizenship Chairman Alfredo M. Yao 73 Filipino Director/President Antonio I. Panajon 67 Filipino Director Armando M. Yao 65 Filipino Director Jeffrey S. Yao 49 Filipino Director Carolyn S. Yao 50 Filipino Director Mary Grace S. Yao 44 Filipino Director Roberto A. Atendido 69 Filipino Director Albert S. Toribio 65 Filipino Director Fernando R. Balatbat 72 Filipino Director Gerardo T. Garcia 70 Filipino Director Rinaldi C. Aves 55 Filipino Independent Director Jesus G. Gallegos, Jr. 70 Filipino Independent Director Roberto F. Anonas, Jr. 61 Filipino No director has resigned or declined to stand for re-election to the Board of Directors since the date of the last stockholders’ meeting. Business Experience

The following are summaries of the business experiences and credentials for the last five (5) years of each of the Directors of the Company:

Alfredo M. Yao, Filipino, 73, is a graduate of Bachelosr of Science in Chemical Engineering at

MAPUA Institute of Technology. Mr. Yao has been the chairman of the Company since 25 October 2013. He serves as the Chairman Emeritus of the Board of Directors of Philippine Business Bank, a listed company on the Philippines Stock Exchange. He is Chairman and President of Asiawide Refreshments Corp. He is also the Chairman of Zest-O Corporation, and Semexco Marketing Corporation. He is currently serving as President of Solmac Marketing Inc., Harman Foods (Phil.) Inc., and Amchem Marketing, Inc. He has had training on CISA Credit Bureau, and on SME Related Issues and other CTB Related issues with the Senate of the Philippines. He serves as Board Member of the Philippine Chamber of Commerce and Industry (PCCI). Armando M. Yao, Filipino, 65, has been a director of the Company since 25 October 2013. He is the President of Mega Asia Bottling Corporation. He also has been a director of various companies, such as AMY Holdings, Inc., Zest-O Corporation, Semexco Marketing Corporation, Harman Foods, Uni-Ipel, Solmac Marketing, Inc., Asiawide Refreshments Corporation, SMI Development Corporation, Bev-Pack Inc., and Downtown Realty and Investment Corporation. He earned his Bachelor of Science Degree in Mechanical Engineering from MAPUA Institute of Technology. Antonio I. Panajon, Filipino, 67, has been a director and President of the Company since 25 October 2013. He has over 40 years of experience in the beverage industry. He worked for Pepsi Cola Bottling Company from 1974 to 1989, his last position being its Executive Vice President and Chief Operating Officer. He then moved to Cosmos Bottling Corporation from 1990 to 2001 as its President and Chief Operating Officer. He currently serves as Director in Asiawide Refreshments Corporation At present, he is the Chairman of Summit Leasing and Financing Company. He also serves as a member of the board of directors of Pharma-Rex Pharmaceuticals Corporation, Tao Corporation, New Marketlink Pharma Corporation, Asiawide-Kalbe Corporation, and General Nutrition Company. He earned his Bachelor of Arts in Public Administration degree from the University of the Philippines in 1970 and completed the Strategic Business Economics Program of the University of Asia and the Pacific.

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Jeffrey S. Yao, Filipino, 49, has been a Director and Vice President of the Company since 25 October 2013. He currently serves as Vice-Chairman of the Board of Directors of Philippine Business Bank and has been a Director since 1999, which is listed on the Philippine Stock Exchange. He also currently serves as a director in Asiawide Refreshments Corporation. He is at present the Chief Operating Officer of Zest-O Corporation. He earned his Bachelor of Science Degree in Management Engineering from the Ateneo de Manila University. Carolyn S. Yao, Filipino, 50, has been a director of the Company since 25 October 2013. She obtained her degree in Commerce from the University of Sto. Tomas. She has served as a director of various companies such as Zest-O Corporation, SMI Development Corporation, Mega Asia Bottling Corporation, AMY Holdings, Inc., Semexco Marketing Co., Downtown Realty Investment Corporation, and Bev-Pack, Inc. Mary Grace S. Yao, Filipino, 44, has been a director of the Company since 25 October 2013. She is a graduate of Food Technology from the University of the Philippines. She has served asa director of various companies such as AMY Holdings, Inc., Zest-O Corporation, Semexco Mktg. Co., SMI Development Corporation, Downtown Realty Investment Corporation, and Bev-Pack, Inc. Roberto A. Atendido, Filipino, 69, has been a director of the Company since 25 October 2013. He currently serves as Executive Vice Chairman of Asian Alliance Investment Corporation and President and Director of Asian Alliance Holdings and Development Corporation. In addition, he is a member of the Board of Directors of listed companies Paxys, Inc. and Philippine Business Bank. He is also a member of the Board of Directors of Sinag Energy Philippines, Inc. He graduated from Ateneo de Manila University in 1970 after obtaining his degree in Bachelor of Science in Management Engineering, with honors. He completed his Master’s Degree in Business Management from the Asian Institute of Management in 1973. Albert S. Toribio, Filipino, 65, has been a director of the Company since 25 October 2013. He was appointed as the Company’s Assitant Corporate Secretary on 25 June 2015. He was the Chief Finance Officer and Director of Zest Airways, Inc. from 2008 until 2013. He has more than 20 years experience in the food and beverage business, beginning with Cosmos Bottling Corporation from 1990 until 2001, in which he last served as Senior Vice President/Chief Financial Officer, responsible for its comptrollership, accounting, management information system, financial planning, and treasury. He was concurrently an Assistant Vice President of RFM Corporation from 1992 to 1994. He is at present connected with Asiawide Refreshments Corporation, serving as a director since 2003. He was also its Chief Financial Officer from 2007 to 2008. Mr. Toribio was likewise previously connected with Arthur Andersen & Co. from 1987 to 1990 and SGV & Co. from 1973 to 1987. He finished his degree in Bachelor of Science in Business Administration – Accounting with magna cum laude honors from the University of the East in 1972 and his Master’s Degree in Business Management from the Asian Institute of Management in 1980. Fernando R. Balatbat, Filipino, 72, has been a Director and Treasurer of the Company since 25 October 2013. He is currently also a Director/Treasurer of Summit Leasing & Finance Inc. and Director/Chief Financial Officer of Pharma-Rex Inc. He is likewise a Director of First Ardent Property Development Corp., Aster Management Corporation, and Costa de Madera Corporation. Mr. Balatbat has been in the finance sector for almost 40 years, serving as, among others, Group Vice President, Corporate Development Unit, of Metro Pacific Corporation from 1989 to 2004, as consultant to the Governor of the Central Bank of the Philippines from 1981 to 1984, Managing Director and consultant of the PNB International Finance, Ltd. (Hong Kong) from 1981 to 1984, President and Director of Astley & Pearce – ASEAN, Inc. from 1977 to 1980, and as Vice President of the Treasury/Money Market Division of General Bank & Trust Company from 1974 to 1977. An awardee of the Ten Outstanding Young Men (TOYM) of the Philippines in 1982, Mr. Balatbat completed his Bachelor of Arts degree in Economics in 1965 and his Masters in Business Management in 1967 from the Ateneo de Manila University. Jesus G. Gallegos, Jr., Filipino, 70, has been an Independent Director of the Company since 25 October 2013. Currently an adjunct professor (after being a full time professor for 40 years) at the Asian Institute of Management (AIM), Prof. Gallegos focuses on strategic management, strategic innovation, and ethics. He is also presently the Chairman of the Board of Directors of Solutions Insurance Brokers, Inc. and Solutions Inc. Prior to his stint with AIM, he was Vice President for Operations and General Manager of International Food and Agriculture Resources Management Services, Inc. and Senior Consultant to the Secretary of the Department of Agriculture and Natural Resources. He taught at the De la Salle University (Doctor in Business Administration Program), Institute of International Studies and Training in Japan (Visiting Professor), Ateneo de Manila University Graduate School of Business, and Maryknoll College. He was also the Institute Dean and Chief Operating Officer of AIM from 1995 to 2000. A licensed

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engineer, Prof. Gallegos completed his degree in Bachelor of Science in Chemical Engineering from De la Salle University. He then obtained his Master’s Degree in Business Management from AIM and his doctorate in Business Administration (with High Distinction) from De la Salle University. He was a recipient of AIM’s Alumni Achievement Award (Triple A) and the De la Salle University Graduate School of Business’s Most Outstanding Alumnus Excellence Award. Roberto F. Anonas, Jr., Filipino, 61, has been an independent director of the Company since 25 October 2013. He has been a member of the faculty of the Entrepreneurial Management Program of the University of Asia and the Pacific since 2001 until present. He is also an adjunct faculty member of the Bachelor of Science in Business Administration Program of Enderun Colleges from 2010 until present. He served as President of Marizza Manufacturing Corporation (1995 - 2012) and The Finalist Corporation (2005 till 2014). He was also President of Cyberland Global Corporation (2009 to 2014), and Partner at Pacific Star Technologies, Inc from 1999 to 2001. Prior to this he was with PCI Capital Corporation (1981 to 1987)and (Philippine Long Distance Telephone Company (1987 t0 1998). He completed his degree in Bachelor of Arts in Economics from the Ateneo de Manila University in 1976 and obtained his Masters in Business Administration degree from IMEDE in Lausanne, Switzerland in 1978. Gerardo T. Garcia, Filipino, 70, was elected as director of the Company on July 25, 2014. He is a Director, Executive Vice President and Chief Operating Officer of ARC Refreshments Corporation. Mr. Garcia is concurrently a director of Asiawide. He was Senior Vice President of Marketing and Sales in Cosmos Bottling Corporation from 1993 to 2002. Prior to this, he held the position of Executive Vice President and Chief Operating Officer of Filipinas Water Bottling Corp. and Vice President for Franchising and International Operations of Jollibee Foods Corporation. He also worked in Pepsi Cola Bottling Co. He graduated from Letran College with a degree in Political Science. Rinaldi C. Aves, Filipino, 55, was elected as director of our company on July 25, 2014. He is the Vice President for Technical Services of ARC Refreshments and concurrently a Director in Asiawide. Prior to joining ARC Refreshments, he worked in Cosmos Bottling Corporation and Pepsi Cola Bottling Co. He graduated from the University of the Philippines with a degree in Industrial Engineering. Executive Officers The following are the Executive Officers of the Company, and their respective age, citizenship and position as of December 31, 2016: Antonio I. Panajon, Filipino, 67, has been the President of the Company since 25 October 2013. His business experience and qualifications are stated above. Jeffrey S. Yao, Filipino, 49, has been a Vice President of the Company since 25 October 2013. His business experience and qualifications are stated above. Fernando R. Balatbat, Filipino, 72, has been the Treasurer of the Company since 25 October 2013. His business experience and qualifications are stated above. Gabriel A. Dee, Filipino, 52, assumed the position of Corporate Secretary on June 25, 2015. He graduated from the University of the Philippines in 1984 with a degree of Bachelor of Arts major in History and finished his Bachelor of Laws in the same school in 1988. He has been affiliated with and has occupied the following positions in various institutions in the last five (5) years: Director and Assistant Corporate Secretary (2013 to present), MJC Investments Corporation; Senior Partner (2006 to present) and Junior Partner (1994 to 2006), Picazo Buyco Tan Fider & Santos Law Offices; Senior Associate (1992 to 1994) and Junior Associate (1988 to 1992), Bautista Picazo Buyco Tan & Fider Law Offices; and Research Assistant (1998), University of the Philippines, College of Law. Election of Members of the Board There will be an election of the members of the Board during the annual stockholders’ meeting. The Stockholders of the Company may nominate individuals to be members of the Board of Directors. The Directors of the Company elected during the meeting shall hold office for one year and until their successors are elected and shall have qualified. All nominations shall be in writing duly signed by the nominating stockholders or their duly authorized (in writing) representatives, with the written acceptance and conformity of their nominee. The nomination must indicate whether the nominees are intended to be independent

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directors and shall contain the nominee’s age, educational attainment, full disclosure of work and/or business experience and/or affiliations. The Directors and Independent Directors shall be elected from among the Company’s Stockholders. All nominees for Directors and Independent Directors must possess the minimum requirements/qualifications and none of the disqualifications prescribed by the By-Laws and the applicable laws and rules and regulations. The members of the Nomination Committee of the Company are: Jesus G. Gallegos, Jr., Chairman Antonio I. Panajon, Member Fernando R. Balatbat, Member The Nomination Committee created under Company's Revised Manual on Corporate Governance endorsed the nominees for independent directors for re-election at the upcoming annual stockholders' meeting, in accordance with the qualifications set forth under Sec. 2.2.2.1 of the Manual, as follows: (1) Holder of at least one (1) share of stock of the Corporation; (2) He shall be at least a college graduate or equivalent academic degree or have sufficient

experience in managing the business to substitute for such formal education; (3) Practical understanding of the business of the corporation; (4) He shall be at least twenty-one (21) years old; (5) He shall have proven to possess integrity and probity; and (6) He shall be assiduous. Independent Directors In accordance with Art. II, Sec. 1 of the Company’s By-laws, as amended by the Board of Directors on 5 October 2005, approved by the Company’s stockholders on 8 December 2005, and approved by the Securities and Exchange Commission on 8 February 2006, the requirements for the nomination and election of independent directors as specified in SRC Rule 38.1 of the Amended Imprementing Rules and Regulations of the Securities Regulation Code shall be adopted. The Nomination Committee has determined that the nominees for independent directors possess all the qualifications and have none of the disqualifications for independent directors as set forth in the Revised Manual on Corporate Governance. Recommended Directors For 2017-2018 The Nomination Committee of the Board of Directors of the Company has determined that the following, all of whom are incumbent directors, possess all the qualifications and none of the disqualifications for directorship set out in the Company's Revised Manual on Corporate Governance. Below is the final list of thirteen (13) candidates prepared by the Nomination Committee, nominated as Members of the Board of Directors for the ensuing year: Alfredo M. Yao Antonio I. Panajon Armando M. Yao Jeffrey S. Yao Carolyn S. Yao Mary Grace S. Yao Roberto A. Atendido Albert S. Toribio Fernando R. Balatbat Gerardo T. Garcia Rinaldi C. Aves Jesus G. Gallegos, Jr. (Independent Director) Nominated by Jeffrey S. Yao. Not related to the nominee. Roberto F. Anonas, Jr. (Independent Director) Nominated by Rinaldi C. Aves. Not related to the nominee. All of the above nominees are incumbernt directors. Information on the incumbent directors can be viewed in the immediarely preceding section. The nominees were formally nominated to the Nomination Committee of the Board during its meeting on May 4, 2017.

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(b) Significant Employees

Although the Company has relied on and will continue to rely on, the individual and collective contributions of each of its executive officers, senior operational personnel and non-executive employees, the Company does not believe that its business is dependent on the services of any particular employee nor is there an employee the resignation or loss of whom would have a material adverse impact on its business. Directorships in Other Reporting Companies The following are directorships held by Directors and Executive Officers in other reporting companies during the last five (5) years: Name of Corporation Position Jeffrey S. Yao Philippine Business Bank ………………………………………………………………… Vice Chairman Roberto A. Atendido Philippine Business Bank………………….……………………………………………… Director Paxys Inc. ……………………………………………………………………………………….. Director Gabriel A. Dee MJC Investments Corporation ………………….……………………….…………… Director

(c) Family Relationships

Mr. Armando M. Yao is the brother of Mr. Alfredo M. Yao. Mr. Jeffrey S. Yao, Ms. Carolyn S. Yao, and Ms. Mary Grace S. Yao are the children of Mr. Alfredo M. Yao. All other directors and officers are not related either by consanguinity or affinity. There are no other family relationships known to the registrant other than the ones disclosed herein.

(d) Certain Relationships and Related Transactions

There are no known related party transactions other than those described in Note 18 (Related Party Transactions) of the Notes to the Consolidated Financial Statements (see Annex “B”).

(e) Involvement in Legal Proceedings

The Company is not aware of any of the following events having occurred during the past five years up to the date of this report that are material to an evaluation of the ability or integrity of any director, nominee for election as Director, executive officer, underwriter or controlling person of the Company: (1) any bankruptcy petition filed by or against any business of which such person was general

partner or executive officer either at the time of the bankruptcy or within two years prior to

that time;

(2) any conviction by final judgment, including the nature of the offense, in a criminal

proceeding, domestic or foreign, or being subject to a pending criminal proceeding,

domestic or foreign, excluding traffic violations and other minor offenses;

(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or

vacated, of any court of competent jurisdiction, domestic or foreign, permanently or

temporarily enjoining, barring suspending or otherwise limiting his involvement in any type

of business, securities, commodities or banking activities;

(4) being found by a domestic or foreign court of competent jurisdiction (in a civil action), the

SEC or comparable foreign body, or a domestic or foreign exchange or other organized

trading market or self-regulatory organization, to have violated a securities or commodities

law or regulation, and the judgment has not been reversed, suspended or vacated; and

(5) a securities or commodities law or regulation, and the judgment has not been reversed, suspended or vacated.

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Item 6. Compensation of Directors and Executive Officers

Executive Compensation of Macay Holdings

Name and Principal Position

Year Salary

(Php Million)

Bonus and Other Annual

Compensation

(Php Million)

President and five (5) highest-paid executive officers, as a group*

2015 2.21 7.24

2016 6.35 4.55

2017** 3.70 4.55

Directors as a group 2015 0.00 2.66

2016 0.00 2.15

2017** 0.00 2.45

* The group includes Antonio I. Panajon (President), Albert S. Toribio (Assistant Corporate Secretary), Andrea A. Pama (Director, Marketing and Business Development), Nicole R. Jayme (Director, Business Development and Investor Relations), and Mhark A. Serato (Senior Manager, Business Development and Investor Relations). ** Estimated figures

Employment contracts between the Company and named executive officers

The Company has no special employment contracts with the named executive officers. Warrants and options outstanding There are no outstanding warrants or options held by the President, the named executive officers, and all officers and directors as a group. Stock option plan The Company has no employee stock option plan.

Compensation of Directors Each Director of the Company receives a per diem allowance of Thirty Thousand Pesos (Php30,000.00) as determined by the Board of Directors for attendance in a Board meeting. Except as disclosed above, none of these Directors receive any additional compensation for any special assignments. Except for each of the individual Directors’ participation in the Board, no Director of the Company enjoys other arrangements such as consulting contracts or similar arrangements.

Item 7. Independent Public Accountants

The consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2014, 2015 and 2016 have been audited by SGV & Co. (a member firm of Ernst & Young Global Limited), independent auditors, as stated in their reports appearing herein. In 2016, Mr. John T. Villa was the engagement partner assigned by SGV & Co. to lead the audit of the Company’s financial statements. The Board of Directors, upon the endorsement of the Audit Committee of the Company, nominated SGV & Co. as the independent external auditor of the Company for fiscal year 2016 and the stockholders approved the nomination at the annual stockholders’ meeting held on May 18, 2016. The Company is not yet subject to the rule on rotation for the signing partner every five (5) years under the Amended SRC Rules in respect of its engagement of SGV & Co. The same external auditor and audit engagement partner will be recommended for re-appointment at the scheduled stockholders’ meeting. Representatives of the said firm are expected to be present at the stockholders’ meeting and they will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. The Company has not had any disagreements on accounting and financial disclosures with its current external auditors for the same periods or any subsequent interim period. SGV & Co. has neither shareholdings in the Company nor any right, whether legally enforceable or not, to nominate persons or to subscribe for the securities in the Company. SGV & Co. will not receive any direct or indirect interest in the Company or in any securities thereof (including options, warrants or rights thereto) pursuant to or in connection with the Offer. The foregoing is in accordance with the Code of Ethics for Professional Accountants in the Philippines set by the Board of Accountancy and approved by the Professional Regulation Commission.

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The following table sets out the aggregate fees for December 31, 2015 and December 31, 2016 for professional services rendered by SGV & Co. to the Macay Group.

For the year ended December 31

2015 2016

Audit and Non-Audit-Related Services PHP 1,750,000 PHP 2,500,000

The members of the Audit Committee of the Company are as follows: Roberto F. Anonas, Jr., Chairman Jesus G. Gallegos, Jr., Member Albert S. Toribio, Member Fernando R. Balatbat, Member The Audit Committee assists the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules, and regulations.

Item 8. Compensation Plans

Not applicable. C. ISSUANCE AND EXCHANGE OF SECURITIES Item 9. Authorization or Issuance of Securities Other than for Exchange

Not applicable

Item 10. Modification or Exchange of Securities Not applicable. Item 11. Financial and Other Information

Not applicable. Item 12. Mergers, Consolidations, Acquisitions and Similar Matters

Not applicable. Item 13. Acquisition or Disposition of Property Not applicable. Item 14. Restatement of Accounts

Not applicable.

14

D. OTHER MATTERS Item 15. Action with Respect to Reports The following matters will be submitted for approval of the stockholders at the Annual Stockholders Meeting on June 28, 2017.

(1) Call to Order (2) Proof of Required Notice of Meeting and Determination of Quorum (3) Reading and Approval of the Minutes of the Annual Stockholders Meeting held last 18 May 2016 (4) Presentation of Annual Report and Financial Statements of 2016 (5) Action on Acts and Proceedings of the Board of Directors and Management in 2016

Ratification and confirmation of all the acts, resolutions and proceedings of the Board of Directors and officers of the Company. This pertains to all acts resolutions, proceedings and approval made by the Board of Directors, Board Committees and Officers of the Company from the last stockholders’ meeting on May 18, 2016 for the period 2016 up to the date of meeting (June 28, 2017). This includes, among others, (i) the approval of the quarterly reports, (ii) appointment of officers, (iii) declaration of cash dividends and (iv) those activities that involve the day to day operations, administrations and management of the corporate affairs such as but not limited to; a) opening of bank accounts/bank signatories b) assigning signatories/representatives for government and non-government requirements.

(6) Appointment of Inspectors of Election to Serve Until the Close of the Next Annual Meeting (7) Appointment of External Auditor (8) Election of Directors, including Independent Directors, for 2017-2018 (9) Other Matters

Amendment of the Amended By-Laws to change date of annual meeting of stockholders (10) Adjournment

Item 16. Matters Not Required to be Submitted

Not applicable. Item 17. Amendment of Charter, Bylaws or Other Documents

On April 6, 2016, the Company’s Board of Directors , upon motion made and duly seconded, approved the amendment to Section 1 Article 1 of the By-Laws of Macay.

FROM TO

The annual meeting of stockholders shall be held on May 8 of each year. The meeting shall be held at the principal office of the company or at such other venue designated by the Board of Directors within the city or municipality where the principal office of the Company is located. The time shall be determined by the Board of Directors and notice thereof shall be given as provided in Section 4 of this Article.

The annual meeting of stockholders shall be held on the fourth Wednesday of June of each year. The meeting shall be held at the principal office of the company or at such other venue designated by the Board of Directors within the city or municipality where the principal office of the Company is located. The time shall be determined by the Board of Directors and notice thereof shall be given as provided in Section 4 of this Article.

Item 18. Other Proposed Action

The following are to be presented for approval during the stockholders’meeting:

(1) Appointment of inspectors of election to serve until the close of the next annual meeting; (2) Appointment of external auditor; (3) Election of Directors, including Independent Directors, for 2017-2018; and (3) Amendment of the Amended By-Laws to change date of annual meeting of stockholders.

15

Item 19. Voting Procedures

(a) Appointment of External Auditor – The stockholders representing the majority of the outstanding capital stock approves the appointment of the external auditor.

(b) For Election of Directors – Under Art. II, Sec. 1 of the By-laws, the directors declared elected

shall hold office for one year and until their successors are elected and shall have qualified. Pursuant to and in accordance with Section 24 of the Corporation Code, which provides that “Al all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy, the owners of a majority of the outstanding capital stock… entitled to vote,” the thirteen (13) nominees receiving the highest number of votes shall be deemed elected

(c) Amendment of Amended By-Laws – The stockholders representing the majroity of the outstanding

capital stock approves the amendment

(d) Amendment of Amended Articles and Stock Dividends – The stockholders representing at least two-thirds of the outstanding capital stock approves both the amendment and the stock dividend declaration

(e) For other matters submitted to a vote, a majority vote of the shareholders present either in person or by proxy is necessary for the approval of such matter.

The method of counting the votes of the shareholders shall be in accordance with the general provisions of the Corporation Code of the Philippines. Counting will be done by tabulation of the votes by the election inspectors, assisted by the Corporate Secretary and the stock and transfer agent. The Company undertakes to provide without charge to each person solicited, upon written request of such person, a copy of the Company’s annual report on SEC Form 17-A. Requests may be sent to Fernando R. Balatbat, 137 Yakal Street, San Antonio Village, Makati City, Philippines 1203.

Attached herewith are the following: Annex “A” - Management Report of the Company; Annex “B” - Audited Financial Statements of the Company as of December 31, 2016

- Including (1) Statement of Management Responsibility (2) Additional Components of Financial Statement and (3) Financial Soundess Indicators; and

Annex "C" - Unaudited Financial Statements of the Company as of March 31, 2017.

Macay Holdings, Inc. Information Statement Attachment – Annex A Management Report 1

ANNEX A: MANAGEMENT REPORT

1. Consolidated Audited Financial Statements

The Company’s consolidated financial statements for the years ended December 31, 2016 are incorporated herein by reference.

2. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in and disagreements with accountants on accounting and financial disclosures.

3. Brief Description of the General Nature and Scope of the Company's Business and Its Subsidiaries

Macay Holdings, Inc. (the “Company” or “Macay”) is a company incorporated in the Philippines and registered with the Philippine Securities and Exchange Commission (“SEC”) on October 16, 1930 primarily to reflect the business of a holding company. The shares of stock of Macay Holdings, Inc. are listed and traded as “MACAY” on the Philippine Stock Exchange (“PSE”) starting 2013 (formerly MAKE). The Company and its subsidiaries are collectively referred to in this document as the “Group”. Macay owns 100% interest and operates as the holding company of ARC Refreshments Corporation (ARC Refreshments), a beverage company. ARC Refreshments commenced operations in February 1, 2014 and is the exclusive manufacturer and distributor of RC Cola in the Philippines. In addition, it has brands other than RC Cola competing in the orange, lemon, rootbeer and lemon-lime segments of the market these are Fruit Soda Orange, Juicy Lemon Arcy’s Rootbeer and Seetrus, respectively. The Company recently launched a low-calorie brand Rite ‘N Lite with a variety of refreshing flavours: Lemon, Lemon-Lime, Root Beer and Orange. In August of 2015, Macay acquired 100% ownership of ARC Holdings, Inc. (“ARCHI”), which has the Concentrate Supply Agreement ("CSA") and the Trademark Licensing Agreement ("TLA") with Royal Crown Cola International ("RCCI"). The carbonated soft drinks market is highly competitive with local and international companies competing to gain ground through a mix of advertising and marketing campaigns, packaging differentiation, trade and consumer promotions and expanding distribution.

RELATIONSHIP MAP

As of December 31, 2016, the Macay Group exhibits the following ownership structure:


4. Management Discussion and Analysis or Plan of Operation

CALENDAR YEAR ENDED DECEMBER 31, 2016 COMPARED TO YEAR ENDED DECEMBER 31, 2015

Results of Operation

For the years ended December 31,

2016 2015

% change (In Php millions)

Revenues 11,378.3 11,262.9 1.0 Cost of sales and services 7,427.8 7,285.0 2.0 Gross profit 3,950.5 3,977.9 -0.7 Selling and marketing expenses 1,130.3 1,082.7 4.4 General and administrative expenses 329.4 350.2 -5.9 Other income (charges) 43.3 44.3 -2.3 Income before income tax 2,534.1 2,589.3 -2.1 Provision for income tax 715.6 780.1 -8.3 Net Income 1,818.6 1,809.2 0.5

The Group posted consolidated net revenue of Php11.38 billion for the current year which is 1.0% higher versus 2015. Cost of Goods Sold, which consists mainly of raw and packaging materials, direct labor and manufacturing overhead, increased by Php142.74 million. This is a 2.0% increase compared to Philippine’s average inflation rate of 1.8%. This resulted in , the Group’s gross profit slightly dropped from Php3.98 billion to Php3.95 billion for the year, a decrease of less than 1% from last year. As a percentage to net sales, gross profit is stable at 35%. Selling, marketing and distribution expenses increased by Php47.65 million which is 4.4% higher versus last year attributable to personnel-related expenses, higher impairment losses, and higher depreciation of vehicles due to full year effect of prior year acquisitions which is mitigated by the rationalization of advertising expenses during the year and the significant drop of oil prices. General and administrative expenses decreased by Php20.81 million or 5.9% for 2016 versus 2015 primarily due to lower professional fees relative to special financial audit engagements last year. Total operating expenses maintained the same proportion to net revenue as last year at 12.8%. Other income of Php43 million is almost at the same level of last year. Provision for income tax decreased by 8.3% for 2016 compared to 2015 due to slightly lower operating income of the Group in the current year and application of NOLCO of parent company arising from prior year operations. Overall, the Group delivered Php1.82 billion net income which is Php9M higher versus last year.


Financial Position


2016 2015


Current Assets 4,456.8 3,398.1 31.2 Non-Current Assets 3,934.6 4,007.8 -1.8 Total Assets 8,391.4 7,405.9 13.3 Current Liabilities 2,575.5 3,267.5 -21.2 Non-Current Liabilities 2.1 93.3 -97.7 Total Liabilities 2,577.5 3,360.8 -23.3 Total Equity 5,813.9 4,045.1 43.7

Sound policy on credit control and working capital management has enabled the Group to maintain a solid financial condition. Cash from operations were used to fund capital expenditures. The Group’s total assets increased by 13.3% from Php7.41 billion in December 2015 to Php8.39 billion in December 2016 mainly due to increases in cash and cash equivalents, trade and other receivables, inventories, prepayments, and property, plant and equipment. Meanwhile, there were decreases in deferred pallets and containers, deferred tax assets and deposits with suppliers. Cash and cash equivalents increased from Php1.05 billion to Php1.88 billion as a result of the net cash generated from operations of Php2.44 billion reduced by the net investment outflow of Php1.03 billion and net financing outflow of Php 576.58 million. Total trade and other receivables increased by Php44.74 million or 12.1% mainly due to accounts under Modern Trade. Inventories are higher by Php138.55 million or 7.2% versus 2015 mainly due to increase in the purchases of containers and pallets. Other current assets increased by Php45.15 million due to additional creditable withholding taxes arising from management fee charges within the Group of which a portion is withheld and remitted to BIR. Property, plant and equipment increased by Php196.84 million or 16.7% due to capital expenditures on machineries and equipment, land acquisition and on-going plant construction. Deferred containers decreased from Php2.03 billion to Php1.91 billion or 5.7% as the amortization cost exceeded current year additions. Other non-current assets decreased from Php724.91 million to Php599.22 million mainly due to capitalization of deposits with suppliers upon completion of construction works during the year. Total liabilities decreased from Php3.36 billion in December 2015 to Php2.58 billion in December 2016 due to settlement of short-term loans, subscription payable and dividends payable to stockholders during the year; decrease in the level of trade and accounts payable, income tax payable, and retirement liability. As of December 31, 2016, trade and other payables are at a lower level by Php279.66 million primarily due to settlement but were partially offset by higher containers deposit liability. Short-term loans payable decreased by Php371.66 million after loans were partially settled during the year. Income taxes payable decreased by Php26.33 million due to lower taxable income during the fourth quarter. Retirement liability decreased by Php91.27 due to a change in discount rate and lowering of provision for annual salary increase after a reassessment of the current salary increment.


CALENDAR YEAR ENDED DECEMBER 31, 2015 COMPARED TO YEAR ENDED DECEMBER 31, 2014

Results of Operation


2015 2014


Revenues 11,262.9 10,352.1 8.8 Cost of sales and services 7,285.0 6,690.0 8.9 Gross profit 3,977.9 3,662.2 8.6 Selling and marketing expenses 1,082.7 945.0 14.6 General and administrative expenses 350.2 310.9 12.7 Other income (charges) 44.3 54.2 -18.1 Income before income tax 2,589.3 2,460.4 5.2 Provision for income tax 780.1 706.0 10.5 Net Income 1,809.2 1,754.4 3.1

The Group posted a consolidated net revenue of Php11.26 billion for the current year which is 8.80% higher versus 2014. The additional production lines completed during the middle of the year at Kaybiga, Pampanga and Isabela plants enabled the Group to support continuing demand on all SKUs and ensure availability of flavored carbonated soft drinks resulting in higher sales volume. Price adjustments implemented during the summer season of 2015 and the full year effect of 2014 increases also contributed to the Group’s growth in revenue. Cost of goods sold, which consists mainly of raw and packaging materials, direct labor and manufacturing overhead, increased by Php595.05 million or 8.89% compared to year-ago level. This was mainly attributable to higher sales volume, increase in cost of sugar, cola concentrate, carbon dioxide, higher depreciation due to manufacturing CAPEX, amortization due to infusion of new bottles, tolling expenses of newly-launched non-returnable products and higher taxes, licenses and registration. On the other hand, these were moderated by the decrease in cost of caps, crowns and diesel products. As a result of the foregoing, the Group’s gross profit reached PHP3.98 billion for the year, an increase of 8.62% compared to the previous year. As a percentage to net sales, gross profit rate is stable at 35.32%. Selling, marketing and distribution expenses increased by PHP137.64 million which is 14.56% versus last year due to higher promotion and advertising as the Group launched new products and aimed to sustain its market position. There were increases also in depreciation due to additional vehicles as a result of the Group's re-fleeting program; and increases in outside manpower costs due to wage order implementations and higher manning that supported increase in sales volume. On the other hand, the Group benefited from the significant drop of oil prices. General and administrative expenses increased by PHP39.31 million or 12.65% for 2015 versus 2014 primarily due to increases in salaries and professional fees. Total operating expenses remained manageable at 12.72% of net revenue. Other income decreased by PHP9.81 million for 2015 which is lower by 18.12% compared last year. These were attributable to lower placements of Macay and foreign exchange losses during the year. Provision for income tax increased by 10.50% for 2015 compared to 2014 primarily due to the increase in taxable income. Meanwhile, there was a one-time set-up of deferred tax asset in 2014 resulting in lower income tax in the same year. Overall the group’s net income improved by 3.12% for the year 2015.


Financial Position


2015 2014


Current Assets 3,398.1 3,608.2 -5.8 Non-Current Assets 4,007.8 3,398.6 17.9 Total Assets 7,405.9 7,006.8 5.7 Current Liabilities 3,267.5 3,073.5 6.3 Non-Current Liabilities 93.3 89.6 4.1 Total Liabilities 3,360.8 3,163.1 6.3 Total Equity 4,045.1 3,843.7 5.2

Sound policy on credit control and working capital management has enabled the Group to maintain a solid financial condition. Cash from operations were used to fund capital expenditures. The Group’s total assets increased by 5.70% from Php7.01 billion in 2014 to Php7.41 billion in 2015 mainly due to increases in inventories, property, plant and equipment, deferred pallets and containers and other non-current assets. Meanwhile, there were decreases in cash & cash equivalents, short term investments, trade & other receivables and other current assets. Cash and cash equivalents decreased from Php1.49 billion to Php1.05 billion due to payment of cash dividends amounting to Php1.5 billion, higher acquisition cost of inventories and capital expenditure on containers and equipment. The short-term investment of the group amounting Php20.00 million as of December 2014 was terminated upon maturity in January 2015. Total trade and other receivables slightly decreased by Php5.47 million or 1.45% mainly due to settlement of related party transactions. Inventories are higher by Php337.66 million or 21.36% versus 2014 mainly due to increase in the purchases of containers and pallets, bottling parts and supplies, raw materials, and higher finished goods inventory level. Other current assets decreased by Php81.03 million due to lower input VAT compared last year as a result of last year’s acquisition of Asiawide's and Mega Asia's assets. Property, plant and equipment increased by Php124.28 million or 11.75% due to planned capital expenditures on bottling equipment and machinery, truck re-fleeting and on-going plant construction. Deferred containers increased from Php1.61 billion to Php2.03 billion or 25.94% due to infusion of new bottles to support volume growth. Other non-current assets increased from Php651.87 million to Php724.91 million primarily due to higher deposits on importation and higher deferred input VAT. Total liabilities increased from Php3.16 billion as of December 2014 to Php3.36 billion as of December 2015 mainly due to higher short-term loans payable which was partially offset by the decreases in trade and income tax payables. Trade and other payables decreased by Php101.98 million mainly due to decrease in accrued expenses by Php103.24 million, customer deposit liability by Php42.73 million and trade payables by Php46.35 million in spite of increases in related party payables and output VAT payable amounting to Php64.64 million and Php30.64 million, respectively. Income taxes payable decreased by Php137.33 million as the Group settled its taxes.


Short-term loans payable increased by Php394.15 million primarily due to loans obtained from the bank for working capital purposes. Retirement liability increased only by Php3.73 million as the Group made contributions to the fund. QUARTER ENDED MARCH 31, 2017 COMPARED TO QUARTER ENDED MARCH 31, 2016

Results of Operations The Group closed the first quarter of 2017 with net revenues of ₱2.43 billion approximately 12.9% lower than year ago as a result of early election spending during the 1st quarter of 2016, extended El Niño, and gains by competitors who offered heavy discounting early this year. Cost of Goods Sold, which consists mainly of raw and packaging materials, direct labor and manufacturing overhead decreased by ₱197.98 million or 10.8% following decline in volume. As a percentage to net sales, gross profit rate declined from 34.4% to 32.8%. Total operating expenses expressed as percentage to net revenue increased to 15.0% from 12.3% last year. Overall, the Group managed to post a ₱312.74 million net income which is 28.1% lower than last year. While the Group’s results declined, following the overall industry’s performance, the Group remains optimistic with its sales performance in the following quarter and will continue to pursue expansion opportunities in the consumer sector. Financial Condition The Group’s total assets increased by 2.8% from ₱8.39 billion in December 2016 to ₱8.63 billion in March 2017 with Cash and cash equivalents at ₱2.12 billion. Total liabilities decreased from ₱2.58 billion in December 2016 to ₱2.49 billion end of March 2017 due to settlement of short-term loans and decrease in the level of trade and accounts payable.

Liquidity and Capital Resources In 2014, 2015 and 2016, the Macay Group's principal source of liquidity was cash receipts from sale of goods and tolling services. As of December 31, 2014, 2015 and 2016, Macay Group’s cash and cash equivalents reached Php1,494.4 million, Php1,053.2 million and Php1,883.4 million, respectively. The following table sets forth selected information from Macay Group’s consolidated statements of cash flows for the periods indicated. Except for item 4 and 7, Macay does not know of:

1. Any known trends or any known demands, commitments, events, uncertainties that will result or that are reasonably likely in Macay’s liquidity increasing or decreasing in any material way;

2. Any events that would trigger direct or contingent financial obligation that is material to Macay, including any default or acceleration of an obligation except those disclosed in the notes to the financial statements;

3. Any material off-balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of Macay with unconsolidated entities or other persons created during the reporting period;

4. Any material commitments for capital expenditures, their purpose and the sources of funds for such expenditures;


5. Any known trends, events or uncertainties that have had or are reasonably expected to have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations;

6. Any significant elements of income or loss that did not arise from Macay’s continuing operations;

7. The causes of any material change from period to period including vertical and horizontal analysis of any material item, the causes of material changes are discussed in the MD & A; and

8. Any seasonal aspects that had a material effect on financial condition or results of operation of Macay.

5. Company’s Directors and Executive Officers

Please refer to Item 5 of the Information Statement for the discussion on the identity of each of the Company’s directors and executive officers including their principal occupation or employment, name and principal business of any organization by which such person is employed.

6. Market Price, Shareholder and Dividend Information Market Information

The Company’s common shares are listed and traded in the Philippine Stock Exchange. The high and low sales prices of Macay’s shares traded in the PSE for each quarterly period during the past three (3) years are as follows:

YEAR 1st QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER

HIGH LOW HIGH LOW HIGH LOW HIGH LOW

2017 38.00 23.00

2016 41.25 33.05 49.00 32.00 38.00 26.05 27.90 25.00

2015 74.00 44.10 61.00 45.00 59.00 44.20 47.00 35.00

2014 26.50 20.30 40.30 26.00 44.90 37.55 49.00 43.90

The stock price of the Company’s shares as of March 31, 2017 and May 18, 2017 were Php28.50 and Php25.95 per share respectively.


Holders As of March 31, 2017, the Corporation had 388 stockholders of record. Directors and Officers of Macay Holdings, Inc. Common Shares:

Name Nationality No. of Shares Percentage of

Ownership

ALFREDO M. YAO Filipino 1 0%

ARMANDO M. YAO Filipino 1 0%

JEFFREY S. YAO Filipino 1 0%

CAROLYN S. YAO Filipino 1 0%

MARY GRACE S. YAO Filipino 1 0%

ROBERTO A. ATENDIDO Filipino 1 0%

FERNANDO R. BALATBAT Filipino 1 0%

ANTONIO I. PANAJON Filipino 1 0%

ALBERT S. TORIBIO Filipino 1 0%

JESUS G. GALLEGOS, JR. Filipino 1 0%

ROBERTO F. ANONAS. JR. Filipino 1 0%

GERARDO T. GARCIA Filipino 1 0%

RINALDI C. AVES Filipino 1 0%

GABRIEL A. DEE Filipino 0 0%

Top 20 Stockholders of Macay Holdings, Inc.

NAME NATIONALITY NO. OF COMMON SHARES SUBSCRIBED

PERCENTAGE OF OWNERSHIP

MAZY’S CAPITAL, INC. FILIPINO 958,941,660 89.76%

PCD NOMINEE CORPORATION - NON FILIPINO FOREIGN 100,194,751 09.38%

PCD NOMINEE CORPORATION – FILIPINO FILIPINO 6,657,104 00.62%

GONZALO PUYAT & SONS, INC. FILIPINO 942,095 00.09%

HANSON G. SO &/OR LARCY MARICHI Y. SO FILIPINO 216,000 00.02%

KNIGHTS OF COLUMBUS – NEW HAVEN CONN AMERICAN 62,916 00.01%

JOSEFA M. BENITEZ TRINIDAD FILIPINO 62,427 00.01%

LUCIANO TAN FILIPINO 57,879 00.01%

SAGITRO INCORPORATED FILIPINO 52,018 00.00%

SUSANA LEE CHUNG FILIPINO 42,994 00.00%

RAMON NISCE FILIPINO 42,814 00.00%

NELLY V. KATIGBAK FILIPINO 39,560 00.00%

SIM CHI TAT &/OR CONCHING TAN SIM FILIPINO 38,097 00.00%

TEOFILO S. VILLONCO FILIPINO 32,967 00.00%

VICENTE VILLONCO FILIPINO 32,963 00.00%

PIERCE INTERLINK SECURITIES, INC. FILIPINO 32,400 00.00%

ENRIQUE RAMIREZ FILIPINO 32,193 00.00%

VIOLETA R. BARLAAN FILIPINO 31,732 00.00%

SIM CHI TAT FILIPINO 30,263 00.00%

JOSE P. LEVISTE, JR. FILIPINO 30,240 00.00%

Note: Based on the list of top 100 stockholders of Macay Holdings, Inc. as of 31 March 2017 as reported by Stock Transfer Service, Inc.


Dividends

On May 4, 2017, Macay’s Board of Directors (the “Board”) declared cash dividends of P0.12 per share in favour of stockholders on record as of May 18, 2017. On April 8, 2016, Macay’s Board approved the declaration of stock dividends equivalent to 21% of issued and outstanding common shares, payable in common stocks to stockholders as of record date to be determined by the SEC upon the approval of the increase in authorized capital stock, subject to the approval of the SEC. These shares shall be listed in the Philippine Stock Exchange. The Macay Board concurrently approved the declaration of cash dividend of Php0.12 per share for an aggregate amount of Php128.21 million. The cash dividend was paid on May 20, 2016. On April 8, 2015, the Parent Company’s Board declared cash dividends of Php1.45 per share for a total amount of Php1,549.17 million.

Recent Sale of Unregistered or Exempt Securities

The Company did not participate in any recent sale of unregistered or exempt securities. 7. Corporate Governance

The corporate governance policies adopted by the board of directors of the Corporation (the “Board”) are found in the Corporation’s Revised Manual on Corporate Governance (the “Manual”), as of 03 September 2014. The Manual contains sections on Shareholders’ Benefits, covering Investor’s Rights and Protection. The Section 7 on Shareholders’ Benefits recognizes and enjoins the Board to respect the following rights of stockholders, to wit –

Right to Vote

Right to inspect

Right to information

Right to Dividends and

Appraisal right Furthermore, Section 6 of the Manual on the Reportorial or Disclosure System of the Company’s Corporate Governance Policies provides that the essence of corporate governance is transparency. It is therefore essential that all material information about the Company which could adversely affect its viability or interest of its stockholders and other stakeholders, such as earnings results, acquisition or disposition of assets, off balance sheet transactions, related party transactions, and direct and indirect remuneration of members of the Board and management, should be publicly and timely disclosed. All such information should be disclosed through the appropriate Philippine Stock Exchange (“PSE”) mechanism and submissions to the Securities and Exchange Commission (“SEC”). The Board is committed at all times to full disclosure of material information dealings and shall cause the filing of all required information through the appropriate PSE mechanisms for listed companies and submissions to the SEC for the interest of its stockholders and other stakeholders. The general responsibility of the Board of Directors includes the following:

The Board shall conduct itself with utmost honesty and integrity in the discharge of its duties, functions, and responsibilities.


It is the Board’s responsibility to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of its stockholders and other stakeholders.

The Board should formulate the Corporation’s vision, mission, strategic objectives, policies, and procedures that shall guide its activities, including the means to effectively monitor Management’s performance.

To ensure a high standard of best practice for the Corporation, shareholders, and other stakeholders, the Board shall conduct itself with honestly and integrity in the performance of its specific duties and functions –

Implement a process for the selection of directors who can add value and contribute independent judgment to the formulation of sound corporate strategies and policies. Appoint competent, professional, honest, and highly motivated management officers. Adopt an effective succession planning program for Management.

Provide sound strategic policies and guidelines to the Corporation on major investments and capital expenditures. Establish programs that can sustain its long-term viability and strength. Periodically evaluate and monitor the implementation of such policies and strategies, including the business plans, operating budgets and Management’s overall performance.

Ensure the Corporation’s faithful compliance with all applicable laws, regulations and best business practices.

Identify the Corporation’s stakeholders in the community in which it operates or are directly affected by its operations, and formulate a clear policy of accurate, timely and effective communication with them.

Adopt a system of check and balance within the Board. A regular review of the effectiveness of such system should be conducted to ensure the integrity of the decision-making and reporting processes at all times. There should be a continuing review of the Corporation’s internal control system in order to maintain its adequacy and effectiveness.

Identify key risk areas and performance indicators and monitor these factors with due diligence to enable the Corporation to anticipate and prepare for possible threats to its operational and financial viability.

Formulate and implement policies and procedures that would ensure the integrity and transparency of related party transactions between and among the Corporation and its parent company, joint ventures, subsidiaries, associates, affiliates, major stockholders, officers and directors, including their spouses, children and dependent siblings and parents and of interlocking director relationships by members of the Board.

Constitute an Audit Committee and other such committees it deems necessary to assist the Board in the performance of its duties and responsibilities.

Establish and maintain an alternative dispute resolution system in the Corporation that can amicably settle conflicts or differences between the Corporation and its stockholders, and the Corporation and third parties, including regulatory authorities.


Meet at such times or frequency as may be needed but no less than four (4) times during one calendar year. The minutes of such meetings should be duly recorded. Independent views during Board meetings should be encouraged and given due consideration.

Keep the activities and decisions of the Board within its authority under the articles of incorporation and by-laws, and in accordance with existing laws, rules and regulations.

Appoint a Compliance Officer with the rank of at least vice-president. In the absence of such appointment, the Corporate Secretary, preferably a lawyer, shall act as Compliance Officer.

Perform such other responsibilities as may be required under relevant rules and regulations.

A director’s office is one of trust and confidence. A director should act in the best interest of the Corporation in a manner characterized by transparency, accountability, and fairness. He or she should also exercise leadership, prudence, and integrity in directing the Corporation towards sustained progress. Accordingly, the Manual provides the duties and responsibilities of individual directors, as follows –

Conduct fair business transactions with the Corporation and ensure that his personal interest does not conflict with the interests of the Corporation.

Devote the time and attention necessary to properly and effectively perform his duties and responsibilities.

Act judiciously.

Exercise independent judgment.

A director shall have working knowledge of the statutory and regulatory requirements that affect the Corporation, including its articles of incorporation and by-laws, the rules and regulations of the Commission, and where applicable, the requirements of relevant regulatory agencies.

Observe confidentiality. The Manual also provides for the duties and responsibilities of various Corporate Officers, namely, the Chairman, President, Treasurer, Corporate Secretary, Compliance Officer, External Auditor, and Internal Auditor.

8. Undertaking to provide without charge a copy of the Company’s Annual Report

The Company will provide without charge a copy of the Company’s Annual Report on SEC 17-A to its stockholders upon receipt of a written request addressed to Mr. Fernando R Balatbat, Treasurer, at 137 Yakal Street, San Antonio Village 1203, Makati City, Metro Manila, Philippines.

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