San Miguel Corporation (SMC) Earnings Call Transcript & Summary

Ladies and gentlemen, may we request everybody to rise for the national anthem and to remain standing for the invocation to be led by Ms. Chesca Tenorio, Head of Investor Relations. [Presentation]

Almighty Father, we call upon you to guide and enlighten us today at the Special Stockholders' meeting of San Miguel Corporation. May we always direct our thoughts words, decisions and actions towards the right path. Fill us with your grace to feel joy in our daily tasks as we strive to be stewards of your divine works. Inspire us in finding meaning and fulfillment in our missions of helping our nation and uplifting our fellow men with "malasakit" in our hearts, with the protection of St. Michael, the archangel. We sincerely embraced the mission you share with us, in Jesus name. Amen.

Ladies and gentlemen, meeting will come to order. Were notices to the stockholders sent?

Notices were sent, Mr. Chairman.

Do we have a quorum?

Mr. Chairman, we have a quorum. There are present at this meeting in person or by proxy about 73.61% of the total outstanding capital stock of the company. For the record, the Chairman, Mr. Ramon S. Ang holds proxies for 71.9% of the outstanding shares of the company, voting for the approval of all corporate acts in the agenda covered by this meeting. We acknowledge suppressants and attendance of all the 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 the voting will be made in accordance with the procedures set forth in the information statement that has been made available in the company's website and the PSE Edge.

The next item on the agenda is the reclassification of 904,752,537 common shares currently held in the treasury to Series 2 preferred shares and the corresponding amendment of the Article 7 of amendment articles of incorporation of the company. May we request the Corporate Secretary to present.

As disclosed in the information statement distributed by the corporation March 6, 2025, the Board of Directors approved the amendment of the amended Articles of Incorporation to reclassify 904, 752,537 common shares currently held in treasury shares into Series 2 preferred shares held in treasury. Such reclassification shall require the amendment of the authorized capital stock of the corporation. Presented on the screen is the current and post reclassification capital structure of the corporation, which reflects the extent of the common and Series 2 preferred shares of stock. The reclassification gives the corporation the ability to offer an issue to the public additional Series 2 preferred shares without the need to increase the authorized capital stock of the corporation. Reclassification grants management the flexibility to determine the relevant features of the Series 2 preferred shares based on prevailing market conditions and investor interests. Under the provisions of the amended articles of incorporation, the Series 2 preferred shares may be determined by the Board of Directors through the approval and implementation of enabling resolutions. To date, the corporation has issued Series 2A to Series 2 preferred shares. We request the stockholders to approve and authorize the reef classification of 904,752,537 common shares currently held as treasury shares into Series 2 preferred shares held in treasury, and the corresponding amendment to the authorized capital stock from PHP 30 billion with a par value of Php 5 per share or 6 billion shares divided into 3,790,000,000 common shares and 2,210,000,000 preferred shares to 2,885,247,463 common shares and 3,114,752,537 Series 2 preferred share.

The Chair will now entertain motion.

Mr. Chairman, I move for the approval of the following proposals: number one, the reclassification of 904,752,537 common shares currently held in treasury to Series 2 preferred shares and number two, the amendment of Article 7 of the amended articles of incorporation of the company relating to its capital stock of Php 30 billion at par value of Php 5 per share or 6 billion shares, from being divided into 3,790 billion common shares and 2,210 billion preferred shares, 2 being divided into 2,885,247,463 common shares and 3,114,752,537 preferred shares.

I second the motion.

Move and seconded. Are there any objections? If none, the proposal and the amendment of the Article 7 of the amended articles of incorporation of the company related to the reclassification of the common shares into Series 2 preferred shares and redistribution of the authorized capital stock of the company are approved.

With the vote of the Chairman, a number of votes voting in favor of the proposals and the amendment of the Articles of incorporation represents more than 2/3 of the total outstanding capital staff of the company.

Next item on the agenda is the offer and issuance of common and Series 2 preferred shares of the company. May we request Bing Jacinto to present.

The Philippines Stock Exchange is mandatorily required listed corporations, the security approval of the Board of Directors and the stockholders are all offerings and issuances listed shares to the public. By way of compliance with such requirement, we are requesting the approval of stockholders for the offering and issuance by the corporation of common and Series 2 preferred shares under such terms and conditions reasonably determined and approved by the Board of Directors, taking into account prevailing market conditions.

The Chair will now entertain a motion

Mr. Chairman, I move for the approval of the offer is of the common and Series 2 preferred shares, the terms and conditions of which shall be determined by the Board of Directors of the company.

I second the motion.

Is there any objection? There being no objection, the motion having been duly made and seconded is carried. Next item on the agenda is the proposed delegation to the Board of Directors of the power to amend the bylaws of the corporation. May we request Bing Jacinto again?

Mr. Chairman, we are proposing for the approval of the stockholders. The delegation to the Board of Directors of the power to amend repeal and adopt new by-laws of the corporation pursuant and subject to the relevant requirements and provisions of Section 47 of the revised Corporation code. Such delegation requires the approval of a 2/3 vote of the stockholders.

The Chair will now entertain a motion.

Chairman, I move that the proposed delegation to the Board of Directors of the power to amend the bylaws of the corporation as presented, be approved.

I second the motion.

Any objection? There being no objection, the proposal is approved.

With the vote of the Chairman, the number of shares voting in favor of the proposal represents more than 2/3 of the total outstanding capital stock of the company.

Is there any objection? There being no objection, the proposal is approved. I'd like to request everybody to say a prayer for our Director Attorney Estelito Mendoza. And he passed away peacefully yesterday, and let's pray for him. I think the -- there's going to be no wake, and the interment will be announced later on. I think Atty. Jacinto will keep all the Board of Directors informed of the schedule. So thank you. Does anyone have any matter or business to present to this assembly? If none, the Chair will now entertain a motion to adjourn.

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

I second the motion.

Meetings adjourned. Thank you.

Thank you very much.