Buying CHI Shares

Cebu Holdings, Inc. (CHI), as a publicly-listed corporation in the Philippine Stock Exchange (PSE), subscribes to all the rules and regulations of the Securities and Exchange Commission (SEC) and of the PSE, and in particular to those rules and regulations concerning the development of the Philippine capital market.

Shareholder and Investor Relations. CHI welcomes both individual and institutional shareholders who wish to purchase shares of the Company through the Philippine Stock Exchange (PSE). In compliance with PSE requirements, CHI maintains a minimum public float of its shares openly traded in the exchange. The Company works closely with institutional investors with a view towards having at least five percent of the Company’s shares held by them at any given time.

In line with our desire to attract institutional investors, the Company shall be facilitating their attendance and participation at its annual stockholders’ meetings at a place that is easily accessible to investors, including institutional investors.

On all matters of importance to all investors, the Company observes the principle of fair treatment of all shareholders.

The Company believes that open and transparent communication is a requisite for sustained growth and for building investor confidence. The Company’s investor communication program seeks to promote greater understanding of the Company’s long-term value creation proposition. The Company, through its Finance Division reporting directly to the president, addresses the various information requirements of the investing public and communicates with minority shareholders through timely and full disclosures to the PSE, Annual Stockholders’ Meetings, one-on-one meetings, conference calls, investor visits and tours, web site and emails or telephone calls. The Company has updated the Investor Relations section of its website to include the organizational structure, performance, ownership and governance of the Company. The section is updated promptly when and as disclosures to the regulatory agencies are made. Proceedings of analysts’ briefings by way of presentations are immediately made available on the Company website.

Shareholder Meeting and Voting Procedures. The Office of the Corporate Secretary shall issue the call for the annual stockholders’ meeting to all shareholders at least 21 business days before the set date. Notice of regular or special meetings contain, in addition to the date, the hour and place of the meeting, and a statement of the matters to be transacted at the meeting. The agenda shall include the resolutions to be put forward at the meeting. Each resolution shall relate to only one agenda item, and shall include a brief rationale or explanation for its inclusion. There shall be no bundling of several issues in one resolution.

Shareholders may vote in person or by proxy. Arrangements for proxy voting or voting in absentia should be in line with pertinent rules and regulations. The notice to stockholders also sets the date, time and place of the validation of proxies which is prescribed to be no less than five business days prior to the annual stockholders’ meeting.

The Company respects the right of shareholders to participate and vote in its annual stockholders’ meeting. Each common share of stock entitles the person in whose name it is registered in the books of the Company, to one vote, provided the conditions as regards payment have been complied with.

The Company engages the services of an independent body that will be charged with the responsibility for ensuring that voting procedures adhere to standards of integrity, transparency, fairness and professionalism.

Shareholders are asked to vote on all matters of fundamental importance. These shall include, but not limited to:

  • Changes or amendments to the Company’s by-laws and articles of incorporation;
  • Sale or purchase (or transfer) of a significant share of corporate assets that may result in a change in the character of the Company;
  • Authorization for the issuance of additional shares of the Company;
  • All shareholders are given an opportunity to elect individually the members of the Board of Directors. In this regard, the notice of call for the annual stockholders’ meeting shall include a profile of all nominees for seats in the Board of Directors. This profile shall include the nominees’ age, qualifications and experience, date of first appointment to the Board of the Company, and other directorships in other publicly-listed corporations (or subsidiaries, whether listed or non-listed, within a group of companies)
  • All shareholders are to approve the appointment of the external auditor.

CHI welcomes the participation of all shareholders by giving them an opportunity to ask, and receive answers to, questions of relevance to the corporation, its performance and prospects. In this regard, the Company requires the attendance of the following at the annual stockholders’ meeting:

  • The Chairman of the Board
  • The CEO
  • The chair of the Board Audit Committee
  • At least some of the directors, whose presence (or absence) should be noted in the minutes of the Annual Stockholders’ Meeting.
  • The minutes of the Annual Stockholders’ Meeting should include at least a summary of the questions asked and of the answers given to those questions.

All resolutions put forward in the annual stockholders’ meeting concerning mergers and acquisitions shall be accompanied by a report, on fair value and on equitable terms and conditions for all shareholders, from an independent valuation company.

Equitable Treatment of Shareholders. CHI adopts and observes the basic principle of “one vote per one common share”.

There are currently no practices that have led the Company to award disproportionate voting rights to select shareholders such as through shareholders’ agreements, voting caps, and multiple voting rights for certain shares. Should extraordinary circumstances demand that the Company has to make further special arrangements where it issues special classes of shares, giving them a disproportionate claim on voting rights, CHI shall fully disclose and justify the action. The Company shall seek shareholder approval before taking such an extraordinary action.

CHI commits to provide adequate protection to minority shareholders from abusive and inequitable conduct on the part of majority shareholders, directors, officers and employees of the Company. In this regard, CHI has adopted clear rules and explicit prohibition against any shareholder, director, officer or employee benefiting from knowledge not available to minority shareholders and the general public.

CHI considers insider trading a very serious offense. The Company, within the ambit of law, does not permit the continued service of any director, officer or employee who has been convicted for insider trading.

All directors, officers and employees are required to disclose one business day in advance before they deal in the Company’s shares. All dealings and transactions in the Company’s shares by any director, officer, or employee are to be disclosed within three business days after the transaction.

CHI requires all directors, officers, and employees to disclose any interest in any transactions of the Company that may place them in a conflict of interest position.

CHI has also adopted the rule that directors should inhibit themselves from participating in any discussion, deliberation, and decision making concerning any issue or transaction where they may be conflicted.

A committee of independent directors is given the responsibility to pass upon any related party transaction with any material significance, and to render an opinion on whether the transaction can be cleared, after assessing that the transaction is in the best interest of the corporation.

CHI has imposed a ban or prohibition on any loan or assistance from the Company to any related party. Any exceptions to this general rule should be duly justified; moreover, such loan or assistance can only be provided on an arm’s length basis, under terms and conditions that do not deviate from those of the market, and do not jeopardize the best interests of the Company.

CHI also prohibits the grant of any special financial assistance to entities other than to wholly-owned subsidiaries.

With regard to share repurchases, all shareholders are treated equally and fairly.

Share in profits. The major responsibility of the Board of Directors is to optimize the long-term value of the Company. All shareholders have the right to participate in the benefits arising from such long-term optimal growth of Company value.

Thus, the Company has a dividend policy which provides for shareholder participation in the Company’s profits. Any changes in that policy shall be disclosed. The Company shall also disclose annually the amount payable of final dividends as recorded in the Company’s books.

CHI treats all shareholders equitably, in particular with respect to the timing in receiving dividends after they have been declared and finally cleared. The Company observes a 30-trading day time horizon for the payment of dividends to all shareholders, after receiving final regulatory clearance for the payment of dividends.