SEC Form 20-IS - 7-Eleven
SEC Form 20-IS - 7-Eleven
SEC Form 20-IS - 7-Eleven
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Time of Meeting : 3:00 P.M.<br />
Place of Meeting : Ruby B, Level 4 Crowne Plaza Galleria Manila<br />
Ortigas Avenue corner ADB Avenue, Quezon City,<br />
Complete Mailing Address :<br />
Philippine Seven Corporation<br />
7 th Floor, The Columbia Tower<br />
Ortigas Avenue, Mandaluyong City<br />
1550<br />
This Information Statement will be first sent or given to security holders on June 17, <strong>20</strong>09.<br />
Item 2.<br />
Dissenter’s Right of Approval<br />
The stockholders of the Company may exercise their right of appraisal against any proposed corporate action which<br />
qualifies as an instance under Section 81 of the Corporation Code which gives rise to the exercise of such appraisal right pursuant<br />
to and in the manner provided in Section 82 of the Corporation Code.<br />
Any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares in the<br />
following instances:<br />
1. In case any amendment to the articles of incorporation has the effect of changing or restricting the rights of<br />
any stockholders or class of shares, or of authorizing preferences in any respect superior to those of<br />
outstanding shares of any class, or of extending or shorterning the terms of corporate existence.<br />
2. In case of sale, lease, of exchange, transfer, mortgage, pledge or other disposition of all or substantially all of<br />
the corporate property and assets as provided in this code; and<br />
3. In case of a merger or consolidation.<br />
An appraisal right is also available to dissenting shareholders in case the corporation decides to invest its funds in another<br />
corporation or business as provided for in Section 42 of the Corporation Code.<br />
Item 3.<br />
Interest of Certain Persons in Matters to be Acted Upon<br />
None of the members of the Board of Directors or senior management has any substantial interest in the matters to be<br />
acted upon by the shareholders in the stockholders meeting, except for the election of directors. The following are the incumbent<br />
directors for the year <strong>20</strong>08 - <strong>20</strong>09 (prior to the July <strong>20</strong>09 Annual Stockholders Meeting):<br />
1. Vicente T. Paterno 7. Wen-Ching Lin<br />
2. Jose Victor P. Paterno 8. Yen-Sen Yang<br />
3. Jorge L. Araneta 9. Wen-Chi Wu<br />
4. Diana P. Aguilar 10. Alfredo C. Ramos*<br />
5. Chung-Jen Hsu 11. Michael B. Zalamea*<br />
6. Chien-Nan Hsieh<br />
* Independent Director<br />
The Board of Directors and senior management, as a group, own 28,811,387<br />
approximately 10.46% of the issued and outstanding common stock.<br />
common shares which constitute<br />
The Board of Directors of the Company is not aware of any party who has indicated an intention to oppose the motions<br />
set forth in the Agenda.<br />
Cumulative voting is allowed for the election of the members of the Board of Directors. Each stockholder may vote the<br />
number of shares of stock outstanding in his own name as of the record date of the meeting for as many persons as there are<br />
directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be<br />
elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many<br />
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<br />
him as shown in the books of the corporation multiplied by the whole number of directors to be elected and provided, however, that<br />
no delinquent stock shall be voted<br />
A. CONTROL AND COMPENSATION INFORMATION<br />
Item 4. Voting Securities and Principal Holders Thereof<br />
As of April 30, <strong>20</strong>09, there were 260,977,<strong>20</strong>0 shares of the common stock of Philippine Seven Corporation<br />
outstanding and entitled to vote for election of directors and matters scheduled for approval at the Annual Meeting. Only<br />
holders of the company’s stock as of the close of business on record date of June 03, <strong>20</strong>09 acting in person or by proxy on the<br />
day of the meeting are entitled to notice and to vote at the Annual Meeting to be held on July 16, <strong>20</strong>09.