24 April 2015

Securities and Exchange Commission

SEC Building, Mandaluyong City
Attention:

Hon. Vicente Graciano P. Felizmenio, Jr.

Director, Markets & Securities Regulation Department

Philippine Stock Exchange, Inc.

3/F Tower One and Exchange Plaza
Ayala Triangle, Ayala Ave., Makati City
Attention:

Ms. Janet A. Encarnacion

Head, Disclosure Department

Philippine Dealing and Exchange Corporation

37/F Tower 1, The Enterprise Center
6766 Ayala Ave cor. Paseo de Roxas, Makati City
Attention:

Ms. Vina Vanessa S. Salonga

Head, Issuer Compliance and Disclosure Department

Gentlemen:
Please be informed that at our annual meeting of stockholders held today, the stockholders considered and
approved the following matters:
1. Approval of minutes of previous meeting.
Resolution No. S-01-15: RESOLVED, to approve the minutes of the annual stockholders meeting held
on April 8, 2014.
2. Approval of annual report.
Resolution No. S-02-15: RESOLVED, to note the Corporations Annual Report, which consists of the
Presidents Report and the audio-visual presentation, and to approve the consolidated audited financial
statements of the Corporation and its subsidiaries as of December 31, 2014, as audited by the
Corporations external auditor Sycip Gorres Velayo & Co.
3. Ratification of all acts and resolutions of the Board of Directors and the Management adopted during
the preceding year.
Resolution No. S-03-15: RESOLVED, to approve, confirm, and ratify all resolutions of the Board of
Directors and the Executive Committee, and other Board Committees, as well as all acts of
Management taken or adopted since the annual stockholders meeting on April 8, 2014 until today, as
reported by the Corporate Secretary.

Cebu Holdings, Inc.

Corporate Disclosure

Page 2

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4. Amendment of the Second Article of the Articles of Incorporation to state allow the Corporation to
engage in all forms of business and mercantile acts and transactions.
Resolution No. S-04-15: RESOLVED, to approve the amendment to the Second Article of the Articles
of Incorporation to include two (2) incidental purposes to allow the Corporation to engage in all forms
of business and mercantile acts and transactions, so that, as amended, the Second Article shall
henceforth read as follows:
INCIDENTAL PURPOSES
x x x -x
b. To deal, engage, and transact, directly or indirectly, in all forms of
business and mercantile acts and transactions concerning all kinds of real
or personal property, goods, wares, chattel, choses in action, tangible and
intangible properties, technical and industrial equipment, personal and real
rights, commercial papers, evidence of indebtedness, or other forms of
obligations, services, and all other things including future ones, which are
not excluded from the commerce of men or which are not contrary to law or
good morals; (As approved by the Board of Directors on 11 November 2014
and stockholders on 24 April 2015);
c. To carry and undertake any business transactions or operation commonly
carried on by persons, natural or artificial, engaged in the manufacture,
production, exportation, importation, wholesale, retail, promotion and
merchandising of any and all kinds of merchandise, goods and wares which
are lawful objects of commerce. (As approved by the Board of Directors on
11 November 2014 and stockholders on 24 April 2015)
5. Election of the following as directors effective immediately and until their successors are duly elected
and qualified:
Resolution No. S-05-15: RESOLVED, to elect the following as directors of the Corporation to serve as
such beginning today until their successors are elected and qualified:
Bernard Vincent O. Dy
Aniceto V. Bisnar, Jr.
Antonio S. Abacan Jr.
Pampio A. Abarintos
Enrique L. Benedicto

Maria Theresa M. Javier

Fr. Roderick C. Salazar Jr., SVD
Emilio J. Tumbocon
Jaime E. Ysmael

Messrs. Abarintos, Benedicto and Salazar were elected as independent directors.

6. Election of SyCip, Gorres, Velayo & Co. as our external auditor for the fiscal year 2015.
Resolution No. S-06-15: RESOLVED, as endorsed by the Board of Directors, to approve the reelection of SyCip Gorres Velayo & Co. as the external auditor of the Corporation for the year 2015 for
an audit fee of Php610,000, exclusive of value-added tax and out-of-pocket expenses.

Cebu Holdings, Inc.

Corporate Disclosure

Page 3

-------------------------------------------------------------------------------------------------------------------------------------------At its organizational meeting held immediately after the stockholders meeting, our Board of Directors
elected the following:
1. Corporate Officers
Bernard Vincent O. Dy
Aniceto V. Bisnar, Jr.
Jaime E. Ysmael
June Vee M. Navarro
Nimfa Ambrosia P. Paras
Enrique B. Manuel Jr.

Chairman of the Board

President
Treasurer
Corporate Secretary
Assistant Corporate Secretary
Chief Finance Officer and Compliance Officer

2. Board Committees and Memberships

(a) Executive Committee
Bernard Vincent O. Dy
Jaime E. Ysmael
Aniceto V. Bisnar, Jr.
Maria Theresa M. Javier
Pampio A. Abarintos

Chairman
Member
Member
Member
Member

Chairman
Member
Member

Chairman
Member
Member

(b) Audit Committee

Fr. Roderick C. Salazar, Jr.
Enrique L. Benedicto
Pampio A. Abarintos
(c) Risk Committee
Enrique L. Benedicto
Fr. Roderick C. Salazar, Jr.
Pampio A. Abarintos

(d) Personnel and Compensation Committee

Fr. Roderick C. Salazar, Jr.
Aniceto V. Bisnar, Jr.
Bernard Vincent O. Dy

Chairman
Member
Member

Chairman
Member
Member

(e) Nomination Committee

Enrique L. Benedicto
Aniceto V. Bisnar, Jr.
Bernard Vincent O. Dy

Cebu Holdings, Inc.

Corporate Disclosure

Page 4

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(f) Sustainability Committee

Pampio A. Abarintos
Emilio J. Tumbocon
Aniceto V. Bisnar, Jr.
Thank you.
Very truly yours,

JUNE VEE M. NAVARRO

Corporate Secretary

Chairman
Member
Member