JG Summit Holdings, Inc. ($JGS)

Good afternoon. The Annual Stockholders' Meeting of JG Summit Holdings, Inc. is broadcasting live from the Summit Hall of Robinsons Equitable Tower in Ortigas Center Pasig. We would like to acknowledge and thank the following members of the Board of Directors of the corporation present here at the venue and those joining us virtually. Here at the venue, we have the following: Mr. James L. Go, Ms. Robina Gokongwei-Pe, Mr. Lance Y. Gokongwei, Mr. Patrick Henry C. Go; and Mr. Johnson Robert G. Go, Jr., Mr. Antonio L. Go, former Chief Justice, Artemio V. Panganiban; and Ms. Bernadine T. Siy. Joining us online is Mr. Antonio Jose U. Periquet, Jr. Also joining us today are other officers of the corporation, representatives of our external auditor, SyCip Gorres Velayo & Co. and representatives of Grant Thornton Philippines for the validation of the results of this meeting. We would like to remind stockholders who have registered to vote live during this meeting to scan the QR code that will be flashed on screen. Let us now start the meeting. Please welcome our beloved Chairman, Mr. James L. Go.

Good afternoon, ladies and gentlemen. Welcome to the 2026 Annual Stockholders' Meeting of JG Summit Holdings. May I request the Corporate Secretary to please certify on the sending of notices to the stockholders and to the existence of a quorum for this meeting.

Mr. Chairman, I hereby certify that notice of this meeting had been sent to the stockholders of record as of April 10, 2026, via the following methods: first, by publication in the Manila Standard and the BusinessMirror for 2 consecutive days, specifically on April 22 and April 23, 2026, in both online and print formats. Second, by posting on the website of the corporation; and third, by disclosure to the Philippine Stock Exchange. Thus, the stockholders have been notified of this meeting in compliance with applicable rules and regulations. Mr. Chairman, I hereby certify that there are present in this meeting via remote communication or by proxy, stockholders entitled to vote representing 84.60% of the corporation's total outstanding shares and that this meeting is therefore competent to transact the business provided for in the agenda.

There being a quorum, the Annual Meeting of the Stockholders of JG Summit Holdings is hereby called to order. May I request the Corporate Secretary to share with us the rules and procedure for this meeting.

The rules and procedures are set forth in the definitive information statement and in the explanation of agenda items integrated into the notice of this meeting. All tabulation results for this meeting are subject to validation by Grant Thornton, Philippines. For the information of the stockholders who are here with us now during this live broadcast, the corporation has requested stockholders to send their questions or comments by e-mail. Questions which were received by May 5, 2026, have been collated and selected questions will be answered later on. The corporation will reply to the questions and comments not taken up during this meeting through e-mail.

Let us now proceed to the next item in the agenda, the approval of the minutes of the Annual Meeting of the Stockholders held on May 15, 2025.

Mr. Chairman, copies of the minutes have been distributed to the stockholders by providing the link to the said minutes in the information statement and by showing the QR code on the screen prior to this meeting.

Mr. Chairman, since copies of the minutes of the previous Annual Stockholders Meeting was made available to the stockholders prior to this meeting, I move that the reading of the minutes be dispensed and I request that all votes without restrictions be recorded in favor of its approval.

I second the motion.

Mr. Chairman, the minutes have been approved as submitted by votes representing 84.53% of the total outstanding shares of the corporation.

Since it has been moved and seconded and there are no objections. The reading of the minutes is hereby dispensed with and the minutes are hereby approved as presented. May I now call on Mr. Lance Gokongwei, President and Chief Executive Officer of the corporation, to present his report together with the audited financial statements for the preceding calendar year.

Good afternoon. JG Summit's continuing operations benefited from strong travel, leisure and consumer demand in fiscal year 2025, driving a 9% increase in revenues to PHP 369 billion. Airline and Property delivered double-digit top line growth, while food and beverage posted steady volume gains. These figures exclude JG Summit Olefins following the mothballing of our petrochemical complex. Core profits and net income from continuing operations declined to PHP 36 billion, mainly due to the absence of a PHP 7.9 billion merger gain booked in 2024. Excluding one-offs, recurring net income improved year-on-year to PHP 31.5 billion, supported by leisure strength and mark-to-market gains this outweighed the impact of higher raw material costs at URC and elevated interest expense at the parent coming from debt absorbed from JG SOC. Including the results of our discontinued chemical operations and its related PHP 114 billion impairment, we closed 2025 with a reported net loss of PHP 88 billion. On the key results of our business units, beginning with URC. The sustained volume momentum in Branded Consumer Foods, Sugar and URC Malaysia lifted revenues by 4% to PHP 168 billion. Operating income slid due to higher input costs in our Philippine Coffee business. Excluding Coffee, EBIT rose 7% in 2025, supported by the overall Branded business. Net income dropped by 13% to PHP 10 billion, impacted by a one-time impairment in the packaging business. Nonetheless, URC declared 5% higher dividends at PHP 2.1 per share for first half 2026. Sales momentum in the Philippines remained strong and the expansion of our pet food business into modern trade and new categories is also showing promising results. Robinsons Land posted a 13% revenue growth, driven by robust performance in malls and hotels on the back of higher consumer spending and recovery of tourism. Sale of lease-to-own and ready to own -- ready for occupancy units also aided the top line. Lower earnings from joint ventures tempered EBITDA growth and despite higher depreciation, net income still rose 8% to PHP 13.5 billion. RLC completed several projects, including The Plaza Bagong Silang and Robinsons Pagadian along with the launch of new offices, workable centers and warehouses. It also infused 9 malls into its REIT, raising PHP 21 billion through 3 block placements and helped RCR to be included in the PSE index beginning February 2026. Cebu delivered a robust performance in 2025 with double-digit revenue growth fueled by a record 26.9 million passengers alongside higher cargo volumes. Cebu expanded its fleet to 100 aircraft and improved its market share to 56% domestically and 22% internationally. These along with lower fuel and FX cost and operational efficiencies translated to a 21% increase in EBITDA while net income more than doubled to PHP 12.3 billion, boosted by gains on free of charge engines received in 2025. Amid geopolitical tensions, the airline has been adjusting pricing and network plans and prioritizing disciplined cost management to safeguard cash flow. On core investments, our share in Meralco's net income grew 12% to PHP 13 billion driven by strong power generation results and higher retail electricity volumes. Equity income from Singapore Land rose by 7%, supported by improved performance from all its investment properties. Lastly, PLDT paid PHP 1 per share less in 2025, while BPI distributed 10% higher dividends. Focusing on our ecosystem plays GoTyme Bank expanded its customer base to 8.3 million with deposits and customer loans up 70% and 129% year-on-year, respectively, to over PHP 40 billion and PHP 66 billion. In logistics, DSSI delivered operational gains from fleet expansion and better utilization and rolled out 23 electric vehicles before 2025 ended. And lastly, LIPAD served 2.7 million passengers, up 14%, with double-digit growth in both domestic and international travel. JG Summit's financial position remained healthy, demonstrating resilience despite absorbing JG Summit debt -- JG SOC's debt and booking PHP 114 billion impairment. Consolidated cash and debt levers were stable with a year-end debt-to-equity ratio of 0.73 and net debt-to-equity ratio of 0.59. Parent level dividends hit a record PHP 21.6 billion up 25% year-on-year, but net debt surged to PHP 154.9 billion due to JG SOC's debt transfer in the second quarter. Meanwhile, JG Summit's CapEx dropped 16% to PHP 70.3 billion, mainly driven by reduced aircraft spending at Cebu Pacific following a peak investment year in 2024. For 2026, we initially plan to spend PHP 70 billion for CapEx, but we are recalibrating and managing actual disbursements in light of the risks brought about by the Middle East crisis. On sustainability updates, we continue to ensure that our business operates with sustainability as a governing principle rooted in our value of stewardship, which emphasizes responsible resource management and long-term accountability. This approach strengthens oversight ethical conduct and the group's resilience. Additionally, we continue to work with key ESG raters to maintain or improve our scores. In the second half of 2025, we refreshed our long-term strategy and began evolving governance structures to ensure SBU commitments were met. We are transforming the parent company's operating model from an owner operator to an active investor, granting SBU's greater independence while focusing on portfolio oversight, capital allocation and performance monitoring with emphasis on growth and returns. To support this transformation, we've introduced value creation plans or VCPs, that identify 3 to 5 key battlegrounds per strategic business unit capturing 80% of value creation. These plans are backed by detailed analysis, clear initiatives and measurable KPIs. Governance structures like annual budget, CEO scorecards and LTIPs, are now aligned with the VCPs with CEO scorecards weighted 70% on financial metrics, including return on investment capital and 30% on nonfinancial KPIs primarily tied to the VCPs. Before I end, let me share a quick overview of our financial performance in the first quarter of 2026, which we disclosed a few days ago. In the first quarter of 2026, our listed subsidiaries delivered a strong top line growth with revenues reaching PHP 99.9 billion driven by Cebu's record passengers flown, URC sustained branded foods volume momentum and RLC's higher leasing and recognized residential revenues. This underlying strength from our SBUs lifted our consolidated EBIT by 9% to PHP 17.1 billion. However, core net income was tempered by higher parent level interest cost from absorbed debt, increasing minority shares from RLC's REIT and softer sugar prices in URC. Net income from continuing operations declined due to FX translation losses on our dollar-denominated debt. Nevertheless with a full cessation of JG SOC last year, reported net income, including discontinued operations rose by 19% year-on-year to PHP 5.2 billion. In summary, the strong travel demand and leisure plus robust consumption supported a modest increase in our recurring net profits in 2025. These trends continued in the first quarter 2 driving consolidated revenues and operating income to grow 7% and 9%, respectively, versus the same period last year. With a fresh focus from our parent transformation and caution given the heightened global uncertainty, we approach 2026 in a prudent and disciplined manner. This means we prioritize protecting our cash flow, reinforcing our balance sheet and making our operations as efficient as possible. At the same time, we continue to strive for long-term value creation under clear governance and investment guardrails as well as the firm up value creation plans from our SBUs we are grateful to everyone for their contributions that have enabled us to create the value we see today, and we'll continue to drive growth across the group as we continue pursuing shared success for all our stakeholders.

Thank you for the report. Are there any questions? If there are no questions for the floor, the Chair will entertain motion to note the report of the President and approve the audited financial statements for the preceding fiscal year.

Mr. Chairman, I move that the report of the President be noted and that the audited financial statements for the preceding fiscal year be approved as presented.

I second the motion.

Are there any objections? If there are no objections, Madam Corporate Secretary, May we please have the voting results.

Mr. Chairman, we are pleased to report that stockholders representing 84.48% of the total outstanding shares of the corporation have approved the audited financial statements of the corporation for the preceding calendar year as presented.

The report of the President is accordingly noted and the audited financial statements for the preceding calendar year are hereby approved as presented. We now go to the election of the members of the Board of Directors. May I request the Corporate Secretary to read the names of the nominees.

Mr. Chairman, in accordance with the nomination process stated in the bylaws of the corporation, the following have been nominated as members of the Board of Directors. Mr. James L. Go, Mr. Lance Y. Gokongwei, Ms. Robina Gokongwei-Pe, Mr. Patrick Henry C. Go; and Mr. Johnson Robert G. Go, Jr., and as Independent Directors, Mr. Antonio L. Go, Mr. Artemio V. Panganiban; Ms. Bernadine T.Siy, and Mr. Antonio Jose U. Periquet, Jr.

There being no other nominations, the Secretary is hereby directed to cast the affirmative votes in favor of those nominated.

Mr. Chairman, the affirmative votes in favor of those nominated have been tabulated and the following are hereby declared as the duly elected members of the Board of Directors of the corporation for the ensuing year until their successors shall have been elected and qualified. Mr. Chairman, shown on the screen are the numbers of affirmative votes of each director.

Thank you, and congratulations to the elected members of the Board of Directors of the corporation for 2026. The next item in the agenda, which is the appointment of the external auditor of the corporation, the accounting firm of SyCip Gorres Velayo & Co. Madam Secretary, may we have the voting results.

After tabulation of the votes, the reappointment of SyCip Gorres Velayo & Co. as external auditor of the corporation has been approved by shareholders representing 84.53% of the total outstanding shares of the corporation.

Thank you. The accounting firm of SyCip Gorres Velayo & Co. is hereby appointed as the external auditor of the corporation for the calendar year 2026. Let us proceed to the next item on the agenda which is the ratification of the acts of the Board of Directors and its committees, officers and the management of the corporation.

Mr. Chairman, the list of acts for ratification of the stockholders are shown right now on the screen. A copy of the said list have also been distributed to the stockholders present by showing the link and QR code to the said list on the screen prior to the meeting.

Madam Secretary, can we please have the voting results for this item.

After tabulation of the votes, stockholders representing 84.47% of the total outstanding shares of the corporation have confirmed and ratified the acts of the Board of Directors and its committees, officers and the management of the corporation for the period beginning from the last annual stockholders' meeting up to the current stockholders meeting as duly recorded in the corporate books and records of the corporation.

Thank you, Madam Secretary. The acts of the Board of Directors and its committees, officers and management of the corporation for the period beginning from the last annual meeting of the stockholders up to current meeting of the stock as duly recorded in the books and records of the corporation are hereby confirmed and ratified. I will now respond to -- we will now respond to questions which were earlier submitted via e-mail. The questions will be answered by the President and CEO, Mr. Lance Gokongwei.

Mr. Lance. We have received the following questions from our shareholders. For our first question, could you provide us with an update on your talks with potential buyers for your petrochemical business?

As mentioned in our previous earnings call, we have engaged a global specialist in petrochemical asset sales, International Process Plants to support our divestment process. We continue to explore various options, including having the buyer operate the plant's assets in place in Batangas, an alternative option that would involve relocating the assets to a buyer's preferred location. We are still in the due diligence phase with 3 potential buyers from earlier this year. Separately, the shutdown has significantly reduced JG SOC's losses. And starting this year, these are expected to fall substantially below PHP 2 billion annually.

Mr. Lance, we have another question. What are the implications of recent geopolitical events or JG Summit as a group?

As discussed in the last earnings call, geopolitical developments are impacting JG Summit through input costs and ForEx movements. We're continuously recalibrating our 2026 forecast and conducting various analysis amidst fuel price uncertainty. On a consolidated basis, a sustained crude oil price of $100 a and $200 for jet fuel per barrel could reduce equitized core net income by around up to PHP 6 billion per quarter. To mitigate these impacts, URC is strengthening supply resiliency, working closely with logistics partners to manage higher freight costs and implementing cost savings and pricing actions. Cebu is adjusting fares and network rationalizing capacity via reduced frequencies and consolidated flights and relying on its modernized fleet to manage fuel and operating costs. Meanwhile, RLC is mitigating risk through energy cost, hedging, operational efficiencies and disciplined CapEx management and an agile sales redevelopment towards more stable remittance driven markets.

Thank you very much, Lance. Other questions sent by the stockholders will be answered through e-mail. Are there any other matters to be taken up for consideration of the stockholders?

There are none, Mr. Chairman.

I am pleased to announce that the Board of Directors of JG Summit has approved a regular cash dividend in the amount of PHP 0.45 per common shares to stockholders of record as of May 29, 2026, which shall be paid on June 10, 2026. The details of the dividends are being flashed on screen. We would like to thank all our shareholders for attending the Annual Shareholders' Meeting. In closing, we remain confident that JG Summit has solid fundamentals and a strong balance sheet to navigate the current volatility, and we remain committed to creating sustainable value for the long term. Since there are no other matters to discuss, may I have a motion for adjournment?

Mr. Chairman, I move that this meeting be adjourned.

I second the motion.

Since it has been moved and seconded, the meeting is now adjourned. Thank you very much for joining today's meeting.

This ends the 2026 Annual Stockholders' Meeting of JG Summit Holdings, Inc. A link for a replay of this meeting may be viewed shall be made available at the website of the corporation. Thank you very much for joining.