San Miguel Corporation (SMC) Earnings Call Transcript & Summary

Almighty Father, we call upon you to guide and enlighten us today at the Special Stockholders Meeting of San Miguel Corporation. May you always direct our thoughts, words, decisions and actions towards the right pat hand help us stay on track. Lead and enable each one of us to think and strategize in ways that will lead us in achieving our goals. We ask you to continue to guide us with our values, so we can share our best in everything we do and help and encourage us to stand always on the side of what is ethical and right. Fill us with your grace to feel joy in our daily tasks as we strive to be stewards of your design works. Inspire us in finding meaning and fulfillment in our missions of helping our nation and uplifting our fellow men with [Foreign Language] in our hearts. Hold our hands and walk with us today and every day so we can be ready for tomorrow. With the protection of St. Michael, the Archangel, may we sincerely embraced the mission you share with us in Jesus name. Amen.

Ladies and gentlemen, meeting will come to order. Mr. Secretary, were notices to the stockholders duly send?

Notices were sent, Mr. Chairman.

Do we have a call quorum?

Mr. Chairman, we have a quorum. There are present at this meeting in person and by proxy about 71.51% of the outstanding capital stock of the company. For the record, the Chairman of this meeting, Mr. Ramon S. Ang, holds proxies for 71.23% of the outstanding shares of stock, and he is voting in favor of all corporate acts in the agenda submitted for approval in this meeting. We acknowledge the attendance of directors of the company.

The full agenda of this meeting is presented on the screen.

The rationale and brief explanation of each agenda item can be found in the definitive information statement. We advise that voting shall be made in accordance with the procedures set forth the information statement that has been made available in the company's website and in the PSE Edge.

Next item on the agenda is the reclassification of 300 million Series 1 preferred shares to Series 2 preferred shares, issuance of the Series 2 preferred shares and the corresponding amendment of the Article 7 of amendment articles of incorporation of the company. May we request the Secretary to present?

As disclosed in the information statement distributed by the company on July 9, 2024, the Board of Directors approved the amendment of the amended articles of incorporation of the company to reclassify 300 million Series 1 preferred shares to Series 2 preferred shares. The reclassification of the Series 1 preferred shares will result in flexibility for the company through the approval of the Board of Directors by enabling resolutions to determine the relevant terms and conditions for the issuance of the Series 2's preferred shares based on prevailing investor interest and market conditions. The reclassification of the Series 1 preferred shares to Series 2 preferred shares is reflected on the screen. With the reclassification of the 300 million Series 1 preferred shares, there will be an additional Series 2 preferred shares which may be issued by the company that will be through enabling lose resolutions passed and approved by the Board of Directors of the company. The issuance of the Series 2 preferred shares has been well received by the investing public. We have found the features of the Series 2 preferred shares to be well suited to their investment purposes.

Mr. Chairman, I move for the approval of the following proposals: the reclassification of 300 million Series 1 preferred shares to Series 2 preferred shares; the issuance of the Series 2 preferred shares, the terms and conditions of which shall be determined by the Board of Directors of the company; and the amendment of Article 7 of the amended Articles of Incorporation the company to reflect such increase as presented during this meeting.

I second the motion.

Moved and seconded. Next item on the agenda is the proposed amendment to the bylaws of the corporation.

Mr. Chairman, the Board of Directors during the meeting held on June 11, 2024, unanimously endorsed for approval by the stockholders of the corporation. The proposed amendment of the bylaws of the corporation. The amendments delineate and identified by the role functions and duties of the Chairman and a Chief Executive Officer and the President and Chief Operating Officer, respectively. The proposal requires the approval of the owner or at least the majority of the outstanding capital stock of the corporation in accordance with Section 47 of the revised corporation code. The summary is presented on the screen.

The Chair will now entertain motion.

Mr. Chairman, I move that the proposed amendments to the bylaws of the corporation to delineate and identify the roles, functions and duties of the Chairman and Chief Executive Officer and the President and Chief Operating Officer, as presented, be approved.

I second the motion.

Moved and seconded. Does anyone have any matters or business to present to this assembly? If none, the Chair will entertain a motion to adjourn.

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

I second the motion.

Meeting is adjourned. Thank you.