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2. company
3. merger and acquisition

COVER SHEET
P
WI
4
2
7
A
S.E.C. Registration Number
AT 0 K B I
G W ED G E
C 0
I N C
(Company's Full Name)
1 0 F
A L P H A L A N D
S O U T H G A T E
TOWER
2 258
CHI NO
ROCES
C O R
EDS A
MAKAT I
CI TY
(Business Address: No. Street/City/Province)
Rodolfo Ma. A. Ponferrada
304-6282
Contact Person
Company Telephone Number
1
2
3
Mc nth
1
SEC Form 20 — IS
Definitive Information
Statement
Day
May 26
FORM TYPE
Fiscal Year
Annual Meeting
Secondary License Type, If Applicable
Dept. Requiring this Doc.
Amended Articles Number/Section
Total Amount of Borrowings
Total No of Stockholders
Domestic
To be accomplished by SEC Personnel concerned
File Number
LCU
Document I.D.
Cashier
STAMPS
Remar s
p s. Use ac in for scanning purposes
Foreign
ATOK-BIG WEDGE CO., INC.
10th Floor, ALPHALA_ND SOUTHGATE TOWER
2258 CHINO ROCES AVENUE CORNER EDSA
MAKAT I CITY
TEL NO.: 304-6282
FAX NO.: 302-7100
NOTICE OF ANNUAL MEETING OF THE STOCKHOLDERS
Please take notice that the Annual Meeting of the Stockholders of ATOK-BIG WEDGE CO., INC.
(the "Company") will be held on Thursday, 26 May 2011 at 4:00 p.m. at The Tents, 6 th Floor, Alphaland
Southgate Mall, 2258 Chino Roces Avenue corner EDSA, Makati City to discuss the following:
AGENDA
1. Call to Order
2. Certification of Notice and Quorum
3. Review and Approval of the Minutes of the Previous Meeting held on 28 May 2010
4. Annual Report of Management and Approval of the Audited Financial Statements
5. Ratification of Acts of the Board of Directors and Management Since the Last Annual
Meeting of Stockholders
6. Election of Directors
7. Appointment of External Auditor
8. Other Matters
9. Adjournment
For purposes of the meeting, only stockholders of record as of 12 April 2011 are entitled to notice
of, arid to vote at, the Annual Meeting.
Copies of the minutes of the Annual Meeting held on 28 May 2010 will be available upon request.
Registration starts at 1:30 p.m. For your convenience in registering your attendance, please have
available some form of identification, such as your driver's license, passport or community tax certificate.
For representatives of corporate stockholders, kindly bring a copy of the Board Resolution authorizing you
to vote the shares of the company you represent.
Should you be unable to attend the meeting in person, you may want to execute a proxy in favor
of a representative. The giving of such proxy will not affect your right to vote in person, should you decide
to attend the Annual Meeting.
Proxies must be filed with and received by the
Office of the Corporate. Secretary
The Penthouse, Alphaland Southgate Tower
2258 Chino Roces Avenue corner EDSA, Makati City
not later than 16 May 2011 at 5:00 p.m. Validation of proxies shall be made on 20 May 2011 at 2:00 p.m.
at The Penthouse, Alphaland Southgate Tower, 2258 Chino Roces Avenue corner EDSA, Makati City.
If no direction is made, the proxy will be voted "FOR" the election of the nominees, "FOR" the
ratification of the board appointment of the independent auditor, and such other matters as may properly
come before the meeting in the manner described therein as recommended by Management.
5 May 2011
-
TOP- - fir
if
RODOLFO MA. A. • NFERRADA
Corporate S= retary
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 20-IS
INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE
SECURITIES REGULATION CODE
1. Check the appropriate box:
[] Preliminary Information Statement
[x ] Definitive Information Statement
2. Name of Registrant as specified in its charter: ATOK-BIG WEDGE CO., INC.
3. Province, country or other jurisdiction of incorporation or organization: Philippines
4. SEC Identification Number: 427 A
5. BIR Tax Identification Code: 000-707-286
6. Address of Principal office
10th Floor, Alphaland Southgate Tower, 2258 Chino Roces Avenue corner EDSA, Makati
Postal Code 1232
7. Registrant’s telephone number, including area code: (632) 338-5599
8. Date, time and place of the meeting of security holders: May 26, 2011, 4:00 P.M., The Tents,
6th Floor, Alphaland Southgate Mall, 2258 Chino Roces Avenue corner EDSA, Makati
City
9. Approximate date on which the Information Statement is first to be sent or given to security
holders: May 5, 2011
10.
In case of Proxy Solicitations:
Name of Person Filing the Statement/Solicitor: N/A
11.
Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA
(information on number of shares and amount of debt is applicable only to corporate registrants):
Title of Each Class
Common
Number of Shares of Common Stock Outstanding
Number of Shares
Par value
2,545,000,000
P2,545,000,000.00
Total Liabilities as of 31 December 2010: P 54,050,537.00
========
12. Are any or all of the registrant’s securities listed on the Philippine Stock Exchange?
Yes [ x ]
No [ ]
If yes, disclose the name of such Stock Exchange and the class of securities listed therein:
Philippine Stock Exchange, Inc.; Common Stock
A. GENERAL INFORMATION
Item 1. Date, Time and Place of Annual Stockholders’ Meeting
The Annual Meeting of Stockholders of Atok-Big Wedge Co., Inc. (hereinafter referred to as “AB”,
the “Corporation” or the “Company”) will be held on May 26, 2011 at 4:00 P.M. at The Tents, 6th Floor,
Alphaland Southgate Mall, 2258 Chino Roces Avenue corner EDSA, Makati City.
The complete mailing address of the registrant is the 10th Floor, Alphaland Southgate Tower, 2258
Chino Roces Avenue corner EDSA, Makati City 1232.
The approximate date on which the Information Statement is first to be sent or given to security
holders is May 5, 2011.
Item 2. Dissenter’s Right of Appraisal
There are no matters or proposed actions as specified in the attached Notice of Annual Meeting
that may give rise to a possible exercise by shareholders of their appraisal rights or similar right as provided
in Title X of the Corporation Code of the Philippines.
Pursuant to Sections 81 and 42 of the Corporation Code, shareholders of the Company constituting
at least two-thirds (2/3) of the outstanding capital stock, may exercise their right of appraisal in the
following instances:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
an amendment of the articles of incorporation which has the effect of changing or restricting the
rights of any stockholder or class of share, or of authorizing preferences in respect superior to
those of outstanding shares of any class, or of extending or shortening the term of corporate
existence (Section 81);
sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the
property or assets of the corporation;
incurring, creating or increasing bonded indebtedness;
increase or decrease of capital stock;
merger or consolidation of the corporation with another corporation or other corporations;
dissolution of the corporation;
declaration of stock dividends;
removal of directors;
extension or limitation of corporate term;
investment of corporate funds in another corporation or business or for any purpose other than the
primary purpose for which the corporation was organized;
delegation to the board of directors of the power to amend or repeal by-laws or adopt new bylaws.
Each share of stock is entitled to one vote during stockholders’ meetings. However, at all elections
of directors, every stockholder entitled to vote may vote such number of stocks for as many persons as
there are directors to be elected, or he may cumulate said shares and give one candidate as many votes as
the number of directors to be elected multiplied by the number of his shares shall equal, or he may
distribute them on the same principle among as many candidates as he shall see fit.
The election of directors may only be held at a meeting convened for that purpose at which
stockholders representing a majority of the outstanding capital stock are present in person or by proxy.
However, any vacancy in the board, other than by removal or expiration of term, may be filled by the
majority of the remaining directors if still constituting a quorum.
A shareholder who shall have voted against any proposed action may exercise his appraisal right by
making a written demand on the Company within thirty (30) days after the date of the Shareholders
Meeting. Failure to make the demand within the prescribed period shall be deemed a waiver of the
2
appraisal right. If the proposed corporate action is implemented, the Corporation shall pay the dissenting
stockholder upon surrender of the stock certificates representing his shareholdings in the Company based
on the fair value thereof as of the day prior to the date of the Shareholders’ Meeting, excluding any
appreciation or depreciation in anticipation of such corporate actions, provided that no payment shall be
made to the dissenting shareholder unless the Company has unrestricted retained earnings to cause such
payment.
If within a period of sixty (60) days from the date of the corporate action was approved by the
stockholders, the withdrawing stockholder and the Corporation cannot agree on the fair value of shares, it
shall be determined and appraised by three (3) disinterested persons, one of whom shall be named by the
shareholder, another by the Corporation and the third by the two thus chosen. The findings of the majority
of the appraiser shall be final and their award shall be paid by the Corporation within thirty (30) days after
such award is made.
Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon
No current director or officer of the Corporation, or nominee for election as director of the
Corporation, or any associate of any of the foregoing persons, has any substantial interest, direct or
indirect, by security holdings or otherwise, in any matter to be acted upon in the stockholders’ meeting,
other than election to office.
No director has informed the Corporation in writing that he intends to oppose any action to be
taken by the Corporation at the stockholders’ meeting.
B. CONTROL AND COMPENSATION INFORMATION
Item 4. Voting Securities and Principal Holders Thereof
(a) All the outstanding 2,545,000,000 common shares of the Corporation as of record date, are
entitled to be voted at the rate of one (1) vote per share.
(b) The record date for purposes of determining the stockholders entitled to vote is April 12, 2011.
(c) An item in the Agenda for the Annual Meeting is the election of directors for the ensuing year.
The Corporation’s stockholders have cumulative voting rights in the election of directors. Thus, a
stockholder entitled to vote at the stockholders’ meeting shall have the right to vote, in person or by proxy,
the number of shares registered in his name in the stock and transfer book of the Corporation for as many
persons as there are directors to be elected, or he may cumulate said shares and give one nominee as
many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or
he may distribute them on the same cumulative voting principle among as many nominees as he shall see
fit; provided that the total number of votes cast by a stockholder shall not exceed the number of his shares
multiplied by the number of directors to be elected.
Only stockholders as of April 12, 2011 are entitled to vote.
The following names have been nominated to the Board of Directors for the ensuing year:
Roberto V. Ongpin
Eric O. Recto
Walter W. Brown
Mario A. Oreta
Dennis O. Valdes
Delfin J. Wenceslao, Jr.
Victor R. Kalaw
Jose Raymund L. Apostol
Marriana H. Yulo
3
Rodolfo Ma. A. Ponferrada
Mario J. Locsin – Independent Director
Reynaldo G. David – Independent Director
Margarito B. Teves – Independent Director
The following names have been nominated as members of the various committees of the Board of
Directors for the ensuing year:
Executive Committee
a. Roberto V. Ongpin (Chairman)
b. Eric O. Recto
c. Walter W. Brown
Audit Committee
d. Reynaldo G. David (Chairman/Independent Director)
e. Eric O. Recto
f. Mario J. Locsin (Independent Director)
Nominations Committee
a. Mario J. Locsin (Chairman/Independent Director)
b. Roberto V. Ongpin
c. Walter W. Brown
Compensation Committee
a. Margarito B. Teves (Chairman/Independent Director)
b. Roberto V. Ongpin
c. Eric O. Recto
The aforementioned nominees were nominated to the Nominations Committee by shareholders of
the Company.
Pursuant to Section 38 of the Securities Regulation Code and Article III, Section 2 of the
Corporation’s By-Laws, the Corporation is required to elect at least two (2) independent directors, or such
independent directors constituting at least twenty percent (20%) of the members of such board. Messrs.
Mario J. Locsin and Reynlado G. David were both nominated by Mr. Roberto V. Ongpin. The nominating
shareholders are not related to any of the nominees, including that of the independent director.
A majority of the above named nominees are expected to attend the scheduled Annual Meeting.
(d) Security Ownership of Certain Record and Beneficial Owners and Management
1. Security Ownership of Certain Record and Beneficial Owners of More Than 5% as of
April 12, 2011
(1)
TITLE
OF
CLASS
(2)
NAME AND ADDRESS OF
RECORD OWNER AND
RELATIONSHIP WITH ISSUER
Commo
n
Boerstar Corporation
6766 Ayala Avenue corner
Paseo de Roxas, Makati City
(Stockholder)
North Kitanglad Agricultural Co.,
Commo
(3)
NAME OF BENEFICIAL
OWNER AND
RELATIONSHIP WITH
RECORD OWNER
Roberto V. Ongpin and
Eric O. Recto –
Beneficial Owners
(4)
CITIZENSHIP
(5)
NUMBER
OF SHARES
Filipino
1,930,218,8041
Walter W. Brown –
Filipino
(6)
PERCENT TO
TOTAL
OUTSTANDI
NG
75.84%
509,000,000
20.00%
1
All shares subscribed by Boerstar Corporation, both fully paid-up and partially paid. The total fully paidup shares amount to 648,182,278.
4
n
Inc.
Kalugmanan Manolo Fortich,
Bukidnon
(Stockholder)
controlling shareholder
Note: The foregoing includes the 634,781,225 shares of Boerstar Corporation and 200,000,000 shares of
North Kitanglad Agrcultural Co., Inc. lodged with PDTC and held by PCD Nominee Corporation.
Except as stated above, the Board of Directors and Management of the Company have no
knowledge of any person who, as at Record Date, was indirectly or directly the beneficial owner of more
than 5% of the Company’s outstanding shares of common stock or who has voting power or investment
power with respect to shares comprising more than five percent of the outstanding shares of common
stock. There are no persons holding more than 5% of the Company’s common stocks that are under a
voting trust or similar agreement.
2. Security Ownership of Management as of April 12, 2011
TITLE OF
CLASS
NAME OF
BENEFICIAL OWNER
Common
Roberto V. Ongpin
Common
Eric O. Recto
Common
Walter W. Brown
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Mario A. Oreta
Dennis O. Valdes
Delfin J. Wenceslao, Jr.
Victor R. Kalaw
Mario J. Locsin
Reynaldo G. David
Rodolfo Ma. A. Ponferrada
Jonathan T. Altubar
Marriana H. Yulo
Jose Raymund L. Apostol
Margarito B. Teves
AMOUNT AND NATURE
BENEFICIAL OWNERSHIP
Total
1 (direct)
1,640,685,983
(indirect)
1 (direct)
289,532,821
(indirect)
1 (direct)
509,000,000
(indirect)
1 (direct)
1 (direct)
1 (direct)
34 (direct)
100 (direct)
2,500 (direct)
2,439,221,444
Total Issued & Outstanding Shares
2,545,000,000
CITIZENSHIP
PERCENT OF
CLASS
Filipino
Nil
64.47%
Filipino
Nil
11.38%
Filipino
Nil
20.00%
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Nil
Nil
Nil
0.00%
Nil
0.00%
Nil
Nil
Nil
Nil
Nil
95.84%
100.00%
The Company and Boerstar Corporation (“Boerstar”) entered into a Deed of Subscription on
October 21, 2009, whereby Boerstar subscribed a total of 34,781,225 common shares of the Company at a
subscription price of Php1.00 per share or an aggregate subscription price of Php34,781,225.00. This
triggered the Mandatory Tender Offer Rule of the Securities Regulations Code. A total of 13,401,059 shares
were tendered by a number of the Company’s shareholders during the tender offer period (October 1, 2009
to October 29, 2009) which resulted in Boerstar ending with a total of 48,182,284 shares representing
around 80.30% of the Company’s resulting issued and outstanding capital stock consisting of 60,000,000
shares.
On December 29, 2009, the Company’s Board of Directors approved the additional subscription of
Boerstar to 2,391,036,526 shares at par value and Progressive Development Corporation (“PDC”) to
93,963,474 shares at par value. On February 15, 2010, with the approval of the Board of Directors, North
Kitanglad Agricultural Co., Inc. (“NKACI”) subscribed to 509,000,000 shares out of the previous shares
approved to be subscribed by Boerstar.
5
Thus, Boerstar just subscribed to 1,882,036,526 shares of which 600,000,000 shares were fully
paid while the remaining 1,282,036,526 shares were partially paid. Of the 509,000,000 shares that NKACI
subscribed to, 200,000,000 shares were fully paid while the remaining 309,000,000 shares were partially
paid. The 93,963,474 shares subscribed by PDC were fully paid.
Also on February 15, 2010, the shareholders of the Company, in a Special Meeting, ratified the
foregoing subscriptions by Boerstar, NKACI, and PDC.
The shares were then issued to the respective subscribers after the Securities and Exchange
Commission (“SEC”) approved the Corporation’s application to increase its authorized capital stock to Ten
Billion Pesos (P10,000,000,000.00) divided into Ten Billion (10,000,000,000) shares with a par value of One
Peso (P1.00) per share on May 24, 2010.
The Philippine Stock Exchange (“PSE”) also approved sometime on October 7, 2010 the additional
listing application of the Company for a total of 928,744,699 common shares (“Private Placement Shares”)
issued in favor of Boerstar, NKACI, and PDC.
To the extent known to the Corporation, there is no person holding more than five percent (5%) of
the Corporation’s voting stock under a voting trust or similar agreement.
(e) Changes in Control
The Corporation is not aware of any change in control or arrangement that may result in a change
in control of the Corporation during the period covered by this Statement.
Item 5. Directors and Executive Officers
The names of the Directors and Executive Officers of the Corporation as of April 12, 2011, and their
respective ages, positions held and periods of service are as follows:
Name
Age
Position
Roberto V. Ongpin
74
Eric O. Recto
47
Walter W. Brown
71
Mario A. Oreta
63
Dennis O. Valdes
49
Delfin J. Wenceslao, Jr.
Victor R. Kalaw
Mario J. Locsin
Reynaldo G. David
Rodolfo Ma. A. Ponferrada
Jonathan T. Altubar
67
68
60
68
34
35
Chairman of the
Board, Chief
Executive Officer and
Director
Vice Chairman
Director
President, Chief
Operating Officer and
Director
Vice President and
Director
Treasurer and
Director
Director
Director
Independent Director
Independent Director
Corporate Secretary
Assistant Corporate
Secretary
Period During Which the Individual
has Served as Such
November 12, 2009 to Present
December 10, 2009 to Present
November 12, 2009 to Present
December 10, 2009 to Present
November 12, 2009 to Present
November 12, 2009 to Present
November 12, 2009 to Present
August 25, 2003 to Present
November 12, 2009 to Present
December 10, 2009 to Present
November 12, 2009 to Present
January 21, 2010 to Present
Following are information on the educational attainment, business experience and credentials of
each of the above-named Directors and Officers of the Corporation:
6
Incumbent Directors:
ROBERTO V. ONGPIN, Chairman of the Board, Chief Executive Officer and Director
Mr. Ongpin, Filipino, 74 years old, is presently also the chairman the board of ISM Communications
Corporation, Philweb Corporation, Alphaland Corporation, and Acentic GmbH, a non-executive director of
Forum Energy PLC (UK) and Developing Countries Investment Corporation, the deputy chairman of the
South China Morning Post (Hong Kong), as well as a director of Shangri-La Asia (Hong Kong), Petron
Corporation, San Miguel Corporation, and Ginebra San Miguel, Inc. He was formerly the chairman and
managing partner of SyCip Gorres Velayo & Co. from 1964 to 1979 and served as Minister of Trade and
Industry of the Republic of the Philippines from 1979 to 1986. Mr. Ongpin is a certified public accountant
and has an MBA from Harvard Business School.
ERIC O. RECTO, Vice-Chairman and Director
Mr. Recto, Filipino, 47 years old, is also currently the president of Petron Corporation and ISM
Communications Corporation, as well as vice chairman of Alphaland Corporation and Philweb Corporation.
He is also a director of San Miguel Corporation and Manila Electric Company. He is also a member of the
board of supervisors of Acentic GmbH. He also served as Undersecretary of Finance of the Republic of the
Philippines from 2002 to 2005, in charge of handling both the International Finance Group and the
Privatization Office. Before his stint with the government, he was CFO of Alaska Milk Corporation and Belle
Corporation. Mr. Recto has a degree in Industrial Engineering from the University of the Philippines, as well
as an MBA from the Johnson School, Cornell University.
WALTER W. BROWN, President, Chief Operating Officer and Director
Dr. Brown, Filipino, 71 years old, was the former chairman and chief executive officer of Philex Mining
Corporation from January 2004 to December 2009. Dr. Brown is also chairman of A Brown Company, Inc.,
chairman and president of Monte Oro Resources Energy Inc., Monte Oro Grid Resources Corporation, as
well as director of ISM Communications Corporation. He is also a director of Philippine Realty & Holdings
Corporation. He received two undergraduate degrees B.S. Physical Science (1959) and B.S. Geology
(1960) from the University of the Philippines, Manila, post graduate degrees from Stanford University, M.S.
Economic Geology (1963) and Ph. D in Geology, Major in Geochemistry (1965). He was also a candidate in
Master of Business Economics (1980) from the University of Asia & the Pacific (formerly Center for
Research & Communications).
MARIO A. ORETA, Vice President and Director
Mr. Oreta, Filipino, 63 years old, is also currently the president of Alphaland Corporation, Alphaland
Development, Inc., Alphaland Makati Place, Inc., The City Club at Alphaland Makati Place, Inc., Alphaland
Balesin Island Resort Corporation, Alphaland Balesin Island Club, Inc., Alphaland Makati Tower, Inc.,
Alphaland Marina Corporation, Alphaland Marina Club, Inc., Alphaland Heavy Equipment Corporation and
Aklan Boracay Properties, Inc.
He is chairman of Major Holdings Corporation, Major Properties
Corporation, Major Homes, Inc., and La Finca Farm and Country Resort. He is also a director of Philweb
Corporation and ISM Communications Corporation. He is a member of the Philippine Bar and a graduate of
the Ateneo de Manila School of Law.
DENNIS O. VALDES, Treasurer and Director
Mr. Valdes, Filipino, 49 years old, is presently the president of Philweb Corporation and a director of ISM
Communications Corporation and Acentic GmbH. He also serves as treasurer of Alphaland Corporation. He
worked in various capacities for the Inquirer Group of Companies from 1996 to 2006 as a director of
Philippine Daily Inquirer, Inc., founding president of Inq7 Interactive, Inc. and president of Inquirer
Publications, Inc. Simultaneously, he worked for the Print Town Group of companies as executive vice
president and chairman of the executive committee of FEP Printing Corp., president of Lexmedia Digital
Corp. and founding president of Newspaper Paraphernalia, Inc. He is a certified public accountant,
graduated magna cum laude in Business Administration and Accountancy from the University of the
Philippines and has an MBA degree from the Kellogg School of Management, Northwestern University.
DELFIN J. WENCESLAO, JR., Director
7
Mr. Wenceslao, Filipino, 67 years old, currently also serves as the chairman of D. M. Wenceslao & Associates,
Inc, Fabricom Manufacturing Corporation, European Resources & Technologies, Inc, Philippine Ecopanel,
Inc., Bay Area Holdings, Inc. and president of Bay Dredging, Inc. and Bay Resources and Development
Corporation (BRADCO). He is managing director of R-1 Consortium and a director of Private Infra Dev
Corporation (PIDC) and Philweb Corporation. Mr. Wenceslao graduated from the Ateneo de Manila
University with a Bachelor of Science Degree in Economics (1964) and earned his MBA and DBA from the
Pamantasan ng Lungsod ng Maynila.
VICTOR R. KALAW, Director
Mr. Kalaw, Filipino, 68 years old graduated from the Ateneo de Manila University with a Bachelor of Arts
degree major in Economics in 1962, and obtained his Master’s degree in Business Administration major in
Finance from the Wharton Graduate School of the University of Pennsylvania in 1967. He is a director of
Araneta Center, Inc., Associated Sugar, Inc. and Ma-ao Sugar Central Co., Inc. He also serves as the
chairman of the board of Ticketnet, Inc., chairman of the board and president of Uniprom, Inc., executive
vice president-finance of Progressive Development Corporation, and treasurer of Financing Corporation of
the Philippines, Philippine Pizza, Inc. and New Farmers Plaza, Inc. He is also treasurer and a director of
Atok Gold Mining Co., Inc.
REYNALDO G. DAVID, Independent Director
Mr. David, Filipino, 68 years old, is currently a director of Bank of Commerce and also an independent
director of Petron Corporation. He was formerly the president & CEO of the Development Bank of the
Philippines from Oct. 2004 to June 30, 2011. He received his degree in Liberal Arts-Commerce (1963) from
the De La Salle University. He also undertook the Advance Management Program (1974) at the University
of Hawaii. He has also been a recipient of honorary doctorate degrees from Palawan State University (2005)
and West Visayas State University (2009). Mr. David is a certified public accountant.
MARIO J. LOCSIN, Independent Director
Mr. Locsin, Filipino, 60 years old, is currently president of Aeropartners Inc. and Inpilcom, Inc. He is also
an independent director of Alphaland Corporation, executive vice president and a director of ISM
Communications Corporation, and director of Philweb Corporation and Eastern Telecommunications
Philippines, Inc., as well as treasurer of Hideco Sugar Milling Co. Inc. He holds a Master’s degree in
Business Administration from the University of San Francisco (1980), and a degree in Lia-Honors Math from
De La Salle University (1973).
New Nominees for Directors:
MARRIANA H. YULO
Ms. Yulo, Filipino, 27 years old, is currently chief financial officer of Alphaland Corporation. She is also the
head of Corporate Finance for PhilWeb Corporation, ISM Communications Corporation and Atok-Big Wedge
Co., Inc. She graduated with a bachelor’s degree in Business Administration (major in Management) from
Palawan State University. She also holds an MBA from the University of St. La Salle and has successfully
completed Level I of the Chartered Financial Analyst Program.
JOSE RAYMUND L. APOSTOL
Mr. Apostol, Filipino, 46 years old, is currently the president of Forum Energy Philippines Corporation. He
has been a petroleum exploration geophysicist and geologist for over 25 years, and has handled several
projects in the past while working for local and international companies that include Kirkland Resources,
Dragon Oil Plc and Sterling Energy Plc. He started as a coal exploration and mining geologist for Semirara
Coal Corporation before embarking on a career in Petroleum Exploration and Production. Mr. Apostol
received extensive training overseas relating to various technical aspects of petroleum exploration and
production. Mr. Apostol holds a Bachelor of Science Degree in Geology from the University of the
Philippines. He is also a graduate of the Advanced Military Command and Tactics Course at the University
of the Philippines’ Department of Military Science.
RODOLFO MA. A. PONFERRADA
8
Mr. Ponferrada, Filipino, 34 years old is assistant corporate secretary and general counsel of ISM
Communications Corporation; corporate secretary and general counsel of Alphaland Corporation; assistant
corporate secretary of Eastern Telecommunications Philippines, Inc.; and director (representing the private
sector) of the Social Housing Finance Corporation. He was previously the assistant chief of staff of Vice
President Noli “Kabayan” de Castro. He is a member of the Philippine Bar and a graduate of the University
of the Philippines College of Law.
MARGARITO B. TEVES, Independent Director
Mr. Teves, Filipino, 67 years old, is currently chairman of Think Tank, Inc., member of the Board of
Advisers of Metro Bank and Trust Company and member of the Board of Directors of Landbank Countryside
Development Foundation. He was formerly Secretary of the Department of Finance a member of the
House of Representatives (representing the 3rd District of Negros Oriental). He obtained a Bachelor of Arts
from the Universidad Central de Madrid, a Higher National Diploma in Business Studies from the City of
London College and a Master of Arts in Development Economics from Williams College.
The procedure and requirements under Rule 38 (Requirements on Nomination and Election of
Independent Directors) of the Securities and Regulation Code, substantially incorporated in Article II of
Section 4 (Nomination and Election of Independent Directors) of the Company’s Amended By-Laws, which
were approved on July 16, 2008, were followed in the nomination of Independent Directors and will be
observed in the election of Independent Directors.
Mario J. Locsin is an independent director who does not have a relationship with the Company
which would interfere with the exercise of independent judgment in carrying out responsibilities of a
director. Mr. Locsin is not related to any of the directors or officers of the Company.
Reynaldo G. David is an independent director who does not have a relationship with the Company
which would interfere with the exercise of independent judgment in carrying out responsibilities of a
director. Mr. David is not related to any of the directors or officers of the Company.
Margarito B. Teves, if elected, would be an independent director who does not have a relationship
with the Company which would interfere with the exercise of independent judgment in carrying out
responsibilities of a director. Mr. Teves is not related to any of the directors or officers of the Company.
Mr. Roberto V. Ongpin has recommended the nomination of Messrs. Teves, Locsin and David as
independent directors for the ensuing year. The Nominations Committee has taken into consideration the
qualifications to be an independent director. Attached as Annexes “A”, “B” and “C” are the Certifications
of the Qualification of the Nominees for Independent Directors.
In approving the nomination for Independent Director, the Nomination Committee took into
consideration the guidelines on the nomination of Independent Directors prescribed in SEC Memorandum
Circular No. 16, Series of 2002. All the nominees for election to the Board of Directors have at least one (1)
share registered in their names.
RODOLFO MA. A. PONFERRADA, Corporate Secretary and Corporate Information Officer
Mr. Ponferrada, Filipino, 34 years old is assistant corporate secretary and general counsel of ISM
Communications Corporation; corporate secretary and general counsel of Alphaland Corporation; assistant
corporate secretary of Eastern Telecommunications Philippines, Inc.; and director (representing the private
sector) of the Social Housing Finance Corporation. He was previously the assistant chief of staff of Vice
President Noli “Kabayan” de Castro. He is a member of the Philippine Bar and a graduate of the University
of the Philippines College of Law.
JONATHAN T. ALTUBAR, Assistant Corporate Secretary and Corporate Information Officer
Mr. Altubar, Filipino, 35 years old is the head of the Legal and Regulatory Department of Eastern
Telecommunications Philippines, Inc. He is a certified public accountant and a member of the Philippine
Bar.
9
Term of Office
Under Article II, Section 1 of the Corporation’s Amended By-Laws, the directors chosen by the
stockholders of the Corporation entitled to vote at the annual meeting shall hold office for one (1) year until
their successors are elected and shall have qualified.
Directorships in Other Reporting Companies
Mr. Roberto V. Ongpin also serves as chairman of the board of ISM Communications Corporation,
Philweb Corporation, Alphaland Corporation, The City Club at Alphaland Makati Place, Inc. and Alphaland
Balesin Island Club, Inc. and a director of Petron Corporation, San Miguel Corporation and Ginebra San
Miguel, Inc.
Mr. Eric O. Recto is also the president of Petron Corporation and ISM Communications Corporation
as well as vice chairman of Philweb Corporation, Alphaland Corporation, The City Club at Alphaland Makati
Place, Inc. and Alphaland Balesin Island Club, Inc. He is also a director of Manila Electric Company.
Dr. Walter W. Brown is also the chairman of A Brown Company, Inc. and a director of ISM
Communications Corporation and Philippine Realty & Housing Corporation.
Mr. Mario A. Oreta is a director of Philweb Corporation and ISM Communications Corporation as
well as president and a director of Alphaland Corporation, The City Club at Alphaland Makati Place, Inc. and
Alphaland Balesin Island Club, Inc.
Mr. Mario J. Locsin is a director of PhilWeb Corporation, an independent director of Alphaland
Corporation as well as executive vice president and a director of ISM Communications Corporation.
Shares of ISM Communications Corporation (ISM), PhilWeb Corporation (WEB), Alphaland
Corporation (ALPHA), Petron Corporation (PCOR and PPREF), Manila Electric Company (MER), San Miguel
Corporation (SMC), Ginebra San Miguel, Inc. (GSMI), Philippine Realty & Housing Corporation (RLT) and A
Brown Company, Inc. (BRN) are all listed in the PSE. Shares of The City Club at Alphaland Makati Place,
Inc. and Alphaland Balesin Island Club, Inc. are covered by Registration Statements filed with the SEC.
Significant Employees
The Corporation considers its subsidiaries’ (Atok Gold Mining Co., Inc. and AB Stock Transfers
Corporation) entire workforce as significant employees. Everyone is expected to work together as a team
to achieve the Company’’s goals.
Family Relationships
Messrs. Recto and Valdes are nephews of Mr. Ongpin. Other than the foregoing, the persons
nominated or chosen by the Company to become directors or executive officers are not related to each
other up to the fourth civil degree either by consanguinity or affinity.
Involvement in Certain Legal Proceedings
The Corporation knows of no legal proceeding including without limitation any (a) bankruptcy
petition, (b) conviction by final judgment, (c) order, judgment or decree, or (d) violation of a securities or
commodities law, during the last five (5) years up to the date of the filing of this Statement, to which any
of its Directors and Executive Officers is a party and which is material to an evaluation of their ability or
integrity to act as such.
10
Certain Relationships and Related Transactions
The Company and its subsidiaries have non-interest bearing advances to/from related parties for
working capital purposes. They have advances amounting to P208,909 and P186,699 in 2010 and 2009,
respectively.
Outstanding balances due to related parties as of December 31 are as follows:
Progressive Development Corporation (PDC)
Financing Corporation of the Philippines (FCP)
Others
2010
2009
P43,927,629
2,661,000
-
P31,018,799
2,661,000
2,107,241
P46,588,629
P35,787,040
In 2009, there was a change in the management of the Company. As such, PDC and FCP, the
related parties, were no longer under common control in 2010.
Item 6. Compensation of Directors and Executive Officers
The Articles of Incorporation of the Corporation authorize the grant to the directors of the
Corporation of a per diem of P2,000.00 per board meeting.
Apart from the per diem, the directors and officers do not receive any compensation from the
Corporation in the form of bonus, warrants, options, or participation in any profit-sharing plan, including
2011.
Annual Compensation
(a)
Name and Principal Position
(b)
Year
(c)
Salary
Bonus
(d)
(e)
Other Annual Comp.
1. Roberto V. Ongpin
Chairman/CEO
N/A
N/A
N/A
N/A
2. Eric O. Recto
Vice Chairman
N/A
N/A
N/A
N/A
3. Walter W. Brown
President/COO
N/A
N/A
N/A
N/A
4. Mario A. Oreta
Vice President
N/A
N/A
N/A
N/A
5. Dennis O. Valdes
Treasurer
N/A
N/A
N/A
N/A
There are no material terms of, nor any other arrangements with regard to compensation as to
which directors are compensated, directly or indirectly, for any services rendered as director.
11
There is no employment contract between the Corporation and a named executive officer.
There is no compensatory plan or arrangement between the Corporation and any executive officer
in case of resignation, retirement or any other termination of the executive officer’s employment with the
Corporation, or from a change in the management control of the Corporation, or a change in the named
executive officer’s responsibilities following a change in the management control.
ITEM 7. Independent Public Accountants
The Company’s independent public accountant for 2010 is Manabat Sanagustin & Co., CPAs
(KPMG), replacing Tulio, Evangelista, Lim & Co, the Company’s independent public accountant for 2009.
The 2010 audit of the Company by KPMG is in compliance with SRC Rule 68(3)(b)(IV) that
provides that the external auditor should be rotated every five (5) years or earlier or the handling partner
shall be changed. The signing partner of KPMG is Mr. Ador C. Mejia. This will be his first year as signing
partner for the Company.
There are no changes in or disagreement with the accountants on accounting and financial
disclosures.
ITEM 10. Modification of Securities
During a Special Meeting of Stockholders held on February 15, 2010, the Corporation sought and
obtained stockholders’ ratification to declassify the Company’s authorized capital stock, including all the
outstanding capital stock, from Class A and Class B common shares to common shares without any
distinction. Class A and Class B common shares have the same rights and privileges except that Class A
common shares are available to Filipino citizens only while Class B shares are available to Filipino citizens
and aliens alike. The declassification was proposed to facilitate foreign investment that will help the
Corporation attain the required capitalization for its new endeavors in mining, oil, gas, and natural
resources exploration and development. The Corporation then filed its application with the SEC to amend
its articles of incorporation to reflect the foregoing changes.
In May 24, 2010, the SEC approved the amendment to the articles of incorporation resulting to the
declassification of 36,000,000 outstanding Class A common shares and 24,000,000 outstanding Class B
common shares into 60,000,000 common shares. After the declassification, Filipino citizens and aliens can
both own the common shares subject to the foreign ownership limit of 40% of the outstanding capital
stock.
Apart from nationality restriction, all other rights remain the same; hence, each of said common
shares entitles the holder to one vote. At each meeting of the stockholders, each stockholder entitled to
vote on a particular question or matter involved shall be entitled to vote for each share of stock standing in
his name in the books of the Corporation as of record date. In accordance with Section 24 of the
Corporation Code, at each election of directors, every stockholder entitled to vote at such election shall
have the right to vote, in person or by proxy the number of shares owned by him as of the relevant record
date for as many persons as there are directors to be elected and for whose election he has s right to vote,
or to cumulate his vote by giving one candidate the number of votes equal to the number of directors to be
elected multiplied by the number of his shares shall equal or by distributing such votes on the same
principle among any number of candidate as the stockholder shall see fit.
Each holder of common stock shall be entitled to such dividends as may be declared by the Board.
The Board is authorized to declare dividends. A cash dividend declaration does not require any further
approval from the stockholders. A stock dividend approval shall require the further approval of the
stockholders representing at least two-thirds of the Corporation’s outstanding capital stock.
12
Under the Corporation’s existing amended articles of incorporation, holders of common stock have
waived their pre-emptive right.
There are no existing provisions in the amended articles of incorporation or by-laws of the
Corporation which will delay, defer or in any manner prevent a change in control of the Corporation.
The Corporation’s shares are listed in the PSE. On October 7, 2010, the PSE approved the
additional listing application of the Company for a total of 928,744,699 common shares issued in favor of
Boerstar, NKACI, and PDC.
Item 11. Financial and Other Information
Please see the Company’s Financial Report as of 31 December 2010 and its supplementary
schedules, as well as the Company’s audited Statement of Income and Cash Flows for each of the three (3)
preceding years, collectively attached hereto as Annex “D”. Copies of the Company’s Interim Financial
Statements for the period ended March 31, 2011 shall be made available to the stockholders at the Annual
Meeting.
Item 12. Merger, Consolidations, Acquisition & Similar Matters
(Information with respect to Boerstar Corporation)
In 2010, Boerstar became the owner of of 1,930,218,804 shares of the Company representing
75.84% of its outstanding capital.
•
Brief Description of Boerstar
Boerstar was registered with the SEC on May 26, 2005 as a holding company. It has an authorized
capital stock of One Million Pesos (P1,000,000.00) divided into One Million (1,000,000) common shares
with a par value of One Peso (P1.00) per share. Out of said authorized capital stock, 264,706 shares were
subscribed by the following stockholders:
Stockholder
G.A.M.E. Equities
Rumber Corporation
Josephine A. Manalo
Ma. Lourdes A. Torres
Brinia A. Flojemon
Ma. Theresa S. Aguiling
Eduveges O. Batalan
Total
No. of Shares
Held
224,995
39,706
1
1
1
1
1
===========
264,706
Percentage
85%
15%
Nil
Nil
Nil
Nil
Nil
====
100%
The principal office of Boerstar is at The Penthouse, Alphaland Southgate Tower, 2258 Chino Roces
Avenue corner EDSA, Makati City with contact number 338-5599. Since its incorporation, Boerstar has not
been nor is it currently involved in any bankruptcy, receivership or similar proceedings. Neither has it
undergone any material reclassification, merger, consolidation or extra-ordinary purchase/sale of a
significant amount of assets.
•
Summary of the Transaction Agreement
As previously discussed, pursuant to the Deed of Subscription entered into by the Corporation and
Boerstar, the latter subscribed to the remaining unissued Twenty Million Eight Hundred Eighty-One
Thousand Two Hundred Ninety-Three (20,881,293) Class "A" common shares and Thirteen Million Eight
Hundred Ninety-Nine Thousand Nine Hundred Thirty-Two (13,899,932) Class "B" common shares or a total
of Thirty Four Million Seven Hundred Eighty One Thousand Two Hundred Twenty-Five (34,781,225)
13
common shares (the "Subscribed Shares") at a subscription price of One Peso (P1.00) per share or an
aggregate subscription price of Thirty Four Million Seven Hundred Eighty One Thousand Two Hundred
Twenty Five Pesos (P34,781,225.00). Said subscription triggered the Mandatory Tender Offer of the
Securities Regulations Code (“SRC”). During the tender offer period (October 1, 2009 to October 29, 2009),
shareholders tendered a total of 13,401,059 shares. Consequently, Boerstar acquired a total of 48,182,284
shares representing 80.30% of the Company’s resulting issued and outstanding capital stock.
On December 29, 2009, the Company’s Board of Directors approved the additional subscription of
Boerstar to 2,391,036,526 shares at par value and Progressive Development Corporation (“PDC”) to
93,963,474 shares at par value. On February 15, 2010, with the approval of the Board of Directors, North
Kitanglad Agricultural Co., Inc. (“NKACI”) subscribed to 509,000,000 shares out of the previous shares
approved to be subscribed by Boerstar.
Thus, Boerstar just subscribed to 1,882,036,526 shares of which 600,000,000 shares were fully
paid while the remaining 1,282,036,526 shares were partially paid. Of the 509,000,000 shares that NKACI
subscribed to, 200,000,000 shares were fully paid while the remaining 309,000,000 shares were partially
paid. The 93,963,474 shares subscribed by PDC were fully paid.
The shares were issued to the respective subscribers after the SEC approved the Company’s
application to increase its authorized capital stock to Ten Billion Pesos (P10,000,000,000.00) divided into
Ten Billion (10,000,000,000) shares with a par value of One Peso (P1.00) per share.
On October 7, 2010, the PSE also approved the additional listing application of the Company for a
total of 928,744,699 common shares issued in favor of Boerstar, NKACI, and PDC.
•
Description/Directors and Officers of Boerstar
Boerstar is an investment holding company with significant investments in ISM Communications
Corporation and Alphaland Corporation (which are both listed with the PSE). Boerstar is beneficially owned
and controlled by Messrs. Roberto V. Ongpin and Eric O. Recto.
The Directors and Officers of Boerstar are as follows:
Josephine A. Manalo
Ma. Lourdes A. Torres
Brinia A. Flojemon
Maria Theresa S. Aguiling
Eduveges O. Batalan
•
President
Vice President
Treasurer
Director
Corporate Secretary
Products of Boerstar
As an investment holding company, Boerstar is not selling any product; hence, it is not dependent
on any supplier or major customer and neither does it have competitors. Boerstar does not spend any
significant amount on research and development.
It does not have any transaction with or dependence on related parties. It does not own any
patent, trademark, licenses, franchises, concessions, royalty agreement or labor contracts.
It currently does not employ any full time employee. It does not foresee any significant or unusual
effect of existing or probable government regulation on the business.
•
Description of Property of Boerstar
Aside from its investments in various companies, Boerstar does not own any property.
•
Dividends Declaration of Boerstar
14
There are no restriction that limits the payment of dividend on common shares; however, Boerstar
has yet to declare any dividends.
•
Legal Proceedings of Boerstar
Boerstar is not involved in any legal proceedings, including those contemplated by governmental
authorities or any other entity.
•
Holders of Boerstar
Boestar only has seven (7) shareholders with G.A.M.E. Equities and Rumber Corporation owning
85% and 15% respectively of its outstanding capital stock.
•
Recent Sale of Unregistered Securities or Exempt Securities
There has been no sale or issuance of unregistered or exempt securities.
•
Financial Statements of Boerstar
The audited financial statements of Boerstar for the period ending December 31, 2010, 2009 and
2008 are collectively attached hereto as Annex “E”.
D. OTHER MATTERS
Item 15. Action with Respect to Reports
The approval of the following will be considered and acted upon at the meeting:
1. Review and Approval of the Minutes of the Previous Meeting held on May 28, 2010
The following took place during the meeting:
a. The minutes of the previous special meeting of stockholders dated February 15, 2010 were
unanimously approved.
b. The President, Mr. Walter W. Brown, made a report on the performance of the Corporation
for the year ended 31 December 2009.
c.
The stockholders approved the audited financial statements of the Corporation as of
December 31, 2009.
d. The stockholders approved and ratified all the acts and proceedings of the Board of
Directors and corporate officers for the period covering years 2009-2010.
e. The stockholders approved the amendment of the by-laws of the Corporation.
f.
The stockholders elected the members of the Board of Directors for a term of one (1) year
or until their successors have been elected and qualified.
g. The stockholders approved the appointment of KPMG Manabat Sanagustin & Co. as the
external auditor of the Corporation for the fiscal year ending 31 December 2010.
2. Annual Report of Management and Approval of the Audited Financial Statements
3. Ratification of Acts of the Board of Directors and Management Since the Last Annual
Meeting
15
4. Election of Directors
5. Appointment of External Auditor
There are no other items submitted for approval or consideration other than those required in the
ordinary course of business that requires approval or presentation to the shareholders of the Company.
Item 17. Amendments of Charter, By-Laws
In July 2010, the SEC approved the amendment of the Company’s By-laws:
a. To schedule the annual meeting of the stockholders to be held on the last Friday of May in
Metro Manila or as otherwise set by the Board;
b. To designate the Chairman of the Board of Directors as the Chief Executive Officer of the
Company;
c. To provide for the Office of a Vice-Chairman, who will serve as the Chief Executive Officer,
in the absence of the Chairman of the Board; and
d. To designate the President as the Chief Operating Officer.
Item 18. Other Proposed Actions
The following is a summary of the acts of Management since the last Annual Meeting in 2010 to date which
will be submitted for ratification to the stockholders during the coming Annual Meeting:
1. Executive Committee meeting on June 16, 2010
The Corporation approved the adoption of the Revised Manual on Corporate Governance.
2. Executive Committee meeting on June 16, 2010
The Corporation was authorized to apply for the incorporation of a subsidiary to be named AB
Stock Transfers Corporation to engage in the business of a stock transfer agent and with an
authorized capital stock of Four Million Pesos (Php4,000,000.00), to be divided into Four Million
(4,000,000) Common Shares with a par value of One Peso (Php1.00) per share with the SEC.
The Corporation was authorized to subscribe to and pay for a total of One Million (1,000,000)
Common Shares of the said subsidiary.
The Corporation was authorized to designate the said subsidiary, once duly incorporated, as the
stock transfer agent of the Corporation;
3. Executive Committee meeting on October 15, 2010
The Corporation was authorized the Corporation to enter into an agreement with Intex Resources
ASA (“Intex”) for the purchase of all the issued and outstanding shares of stocks of Intex
Resources AS for a consideration consisting of Dollars Ten Million, United States currency
(USD10,000,000.00) in cash and Three Hundred Million (300,000,000) common shares to be issued
out of the unissued portion of the authorized capital stock of the Corporation in favor of Intex.
4. Executive Committee meeting on November 8, 2010
The Corporation resolved to file a complaint before a court of competent jurisdiction against Intex
Resources ASA, Intex Resources AS, Erlend Grimstad, Kjell Almskog, Anders Ulseth And Hilde
Rolandsen and any of their agents, representatives and officers as may be subsequently
16
determined to be liable to the Corporation, relative to the enforcement of the sale by Intex
Resources ASA, and the Corporation’s purchase, of Intex Resources AS (which owns the Mindoro
Nickel Project).
5. Executive Committee meeting on January 28, 2011
The Corporation was authorized to open a Representative Office in Laos. Dr. Eric S. Andal, the
Corporation’s exploration geologist, was authorized to manage and be responsible for all the
activities relating to the Representative Office for and on behalf of the Corporation.
6. Executive Committee meeting on January 28, 2011
The Chairman discussed that the SEC was requiring the Corporation to revise its existing Manual on
Corporate Governance in compliance with the Revised Code of Corporate Governance (SEC
Memorandum Circular No. 6 Series of 2009). The Corporate Secretary presented the draft of the
revised Manual to the Committee. After discussion and after motion made and duly seconded, the
Executive Committee of the Board of Directors of the Corporation approved the adoption of the
2011 revised Manual.
7. Executive Committee meeting on January 28, 2011
The Corporation appointed the following as Corporate Information Officers:
Eric O. Recto
Josephine A. Manalo
Rodolfo Ma. A. Ponferrada
Jonathan T. Altubar
Jesusa Loreto A. Arellano-Aguda
8. Board meeting on February 22, 2011
The Corporation authorized Atty. Rodolfo Ma. A. Ponferrada, Atty. Jesusa Loreto A. Arellano-Aguda,
and/or any of its lawyers, to represent the Corporation in the hearing scheduled before Atty.
Joanne L. Ranada on March 1, 2011 at the Securities Registration Division, Corporate Finance
Department of the Securities and Exchange Commission and/or any other proceedings relative to
the In the Matter of: Atok-Big Wedge Co., Inc. (the “Case”);
Further, the Corporation’s Chairman, Mr. Roberto V. Ongpin, and/or its Vice Chairman, Mr. Eric O.
Recto, and/or its President, Dr. Walter W. Brown, and/or its Corporate Secretary, Atty. Rodolfo Ma.
A. Ponferrada and/or any of its lawyers were authorized to undertake and perform all tasks and
activities necessary or desirable to the interest of the Corporation in connection with or related to
the Case.
Item 21. Voting Procedures
The vote required for acts requiring stockholders approval is either a majority or two-thirds of the
outstanding capital stock. Since Boerstar owns 75.84% of the outstanding shares of the Company, matters
for decision, if any, will most probably be decided by the major stockholder.
In the election of directors, the thirteen (13) nominees with the greatest number of votes will be
elected directors. For the other proposals or matters submitted to a vote, a vote of the majority of the
shareholders present or represented by proxy at the meeting is necessary for approval of such proposal.
Every stockholder entitled is entitled to one vote.
17
The method of counting the votes of the shareholders shall be in accordance with the general
provisions of the Corporation Code of the Philippines. Method of voting shall be conducted by show of
hands unless a shareholder requires a poll to be made on any action. In such case, the method of counting
votes shall be done by secret. Counting of votes shall be supervised by the Corporate Secretary and/or
Assistant Corporate Secretary.
UPON THE WRITTEN REQUEST OF A STOCKHOLDER, THE COMPANY WILL PROVIDE,
WITHOUT CHARGE, A COPY OF THE COMPANY’S SEC FORM 17-A (ANNUAL REPORT) DULY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE STOCKHOLDER MAY BE
CHARGED A REASONABLE COST FOR PHOTOCOPYING THE EXHIBITS.
All requests may be sent to the following address:
Atok-Big Wedge Co., Inc.
10th Floor, Alphaland Southgate Tower
2258 Chino Roces Avenue corner EDSA
Makati City 1232
Attention:
Atty. Rodolfo Ma. A. Ponferrada
Corporate Secretary
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this report is true, complete and correct. This report is signed in the City of Makati on May 4, 2011.
ATOK-BIG WEDGE CO., INC.
Issuer
By: RODOLFO MA. A. PONFERRADA
Corporate Secretary
18
//iv/vex
CERTIFICATION OF INDEPENDENT DIRECTOR
I, REYNALDO G. DAVID, Filipino, of legal age, and a resident of 35 Narra Avenue, South
Forbes Park, Makati City, after having been sworn to in accordance with law, hereby depose and
state that:
1.
I am an independent director of Atok-Big Wedge Co., Inc. (the "Corporation")
2.
I am affiliated with the following companies or organizations:
Company
Petron Corporation
Bank of Commerce
3.
Position/Relationship
Independent Director
Director
Period of Service
May 12,2009 to Present
April 19, 2011 to
Present
I possess all the qualifications and none of the disqualificatios to serve as an
Independent Director of the Corporation as provided for in Section 38 of the Securities
Regulations Code ("SRC")and its Implementing Rules and Regulations ("IRR");
4.
I shall faithfully and diligently comply with my duties and responsibilities as an
Independent Director under the SRC and its IRR.
5.
I shall inform the Corporate Secretary /Assistant Corporate Secretary of the Corporation
of any changes in the above-mentioned information within five (5) days from its
occurrence.
Done this
day of May at Makati City .
/4—G. AVID
RE N DO
Affia nt
SUBSCRIBED AND SWORN to before me this
City, affiant exhibiting to me his
at
0 5 MAY 2011
at Makati
issued on
Doc No.
Page No.
Book No.
Series of 2011.
P.A.S1L
.c)N I.
NOT;
Until 1/m•mbcr
;2
Rol! No.22,172•
I 0 6- 9 18-1197
1 1i No. 839560 NICI,E No. /I I •- 10111.
PIR No. 6515333 Issued on Jan. 3, 2011 21 9Ah).4
CERTIFICATION OF INDEPENDENT DIRECTOR
I, MARIO J. LOCSIN, Filipino, of legal age, and a resident of 265 Langka Drive, Ayala
Alabang Village, Muntinlupa City, Philippines, after having been sworn to in accordance with law,
hereby depose and state that:
1.
tam an independent director of Atok-Big Wedge Co., Inc. (the "Corporation");
2.
I am affiliated with the following companies or oragnizations;
Company
Position/Relationship
Period of Service
Eastern Telecommunications
Philippines, Inc.
Director
October 2008 — Present
Inpilcom Inc.
ISM
Communications
Corporation
President
1991 - Present
Director
November 2007 — Present
Alphaland Corporation
Director
May 2010 - Present
PhilWeb Corporation
Director
January 2000 — Present
3.
I possess all the qualifications and none of the disqualificatios to serve as an
independent director of the Corporation as provided for in Section 38 of the Securities
Regulations Code ("SRC")and its Implementing Rules and Regulations;
4.
I shall faithfully and diligently comply with my duties and responsibilities as the
Independent Directors under the SRC.
5.
I shall inform the Corporate Secretary /Assistant Corporate Secretary of the Corporation
of any changes in the above-mentioned information within five (5) days from its
occurrence.
Done this
day of May at Makati City
10 J. LOCSIN
Affiant
SUBSCRIBED AND SWORN to before me this
City, affiant exhibiting to me his T 1I KO.
at
Doc No.
Page No._
Book No. ;
Series on 2011.
NAY 1- 2011
ed on
JONA N T. ALTUBAR
Notary
for Makati City
• ._a Bldg.
Floo
316 Sem I Prryat Ave., Makati City
Appointment N . M-297 until 31 December 2012
Roll of Attorney No. 48247
ISP No. Si 1657/12-30-10iM:s. Occ.
PM No. 2667125/1-5-1i TMak.ati City
TIN No. 202-764-869-000 MOLE No.110001920
at Makati
4-1141/6-x 'lc
CERTIFICATION OF INDEPENDENT DIRECTOR
I, MARGARITO B. TEVES, Filipino, of legal age, with address at Great Wall Advertising
Building, 136 Yakal Street, Makati City, after having been sworn to in accordance with law,
hereby depose and state that:
1.
I am nominated for election as an Independent Director of Atok-Big Wedge Co., Inc. (the
"Corporation") during its annual stockholders' meeting this May 26, 2011;
2.
I am also affiliated with the following companies:
Company
Position/Relationship
Period of Service
Think Tank, Inc.
Chairman
July 1998 to September 2000;
October 2010 to present
Metro Bank and Trust
Company
Member of the Board of
Advisers
July 1998 to September 2000;
July 2010 to present
Landbank Countryside
Development Foundation
Member of the Board of
Directors
July 2005 to present
3.
I possess all the qualifications and none of the disqualificatios to serve as an
Independent Director of the Corporation as provided for in Section 38 of the Securities
Regulations Code ("SRC")and its Implementing Rules and Regulations ("IRR");
4.
I shall faithfully and diligently comply with my duties and responsibilities as an
Independent Director under the SRC and its !RR.
5.
I shall inform the Corporate Secretary /Assistant Corporate Secretary of the Corporation
of any changes in the above-mentioned information within five (5) days from its
occurrence.
Done this
day of May at Makati City.
MARGARITO B. VES
Affiant
0 5 MAY 2011
SUBSCRIBED AND SWORN to before me this
City, affiant exhibiting to me his Pasport Number
expiring on
issued at
Doc No.a..q?
Page
Book No. jj;
Series on 2011.
N i.
NOTARY, ,PUB -
issued on
RP
Docernlw• 31, 2012
No.22,1 72. T1 N106-918-'197
11:1' No. 839560 MCLE No. III — IOW
I'M No. 6515333 Issued on Jan. 3, "7911
ATOK-BIG WEDGE CO., INC.
TEL NO.: 304-6282
FAX NO.: 302-7100
10th Floor, ALPHALAND
SOUTHGATE
TOWER
2258 CHINO ROCES AVENUE CORNER EDSA
MAKATI CITY
The management of Atok - Big Wedge Co., Inc. (the Company) is responsible for all information and
representations contained in the consolidated financial statements as at December 31,2010 and 2009 and
for each of the three years in the period ended December 31, 2010. The consolidated financial statements
have been prepared in conformity with Philippine Financial Reporting Standards and reflect amounts that
are based on the best estimates and informed judgment of management with an appropriate consideration
to materiality.
In this regard, management maintains a system of accounting and reporting which provides for the
necessary internal controls to ensure that transactions are properly authorized and recorded, assets are
safeguarded against unauthorized use or disposition and liabilities are recognized. The Management
likewise discloses to the Company's audit committee and to its external auditor: (i) all significant
deficiencies in the design or operation of internal controls that could adversely affect its ability to record,
process and report financial data; (ii) material weaknesses in the internal controls; and (iii) any fraud that
involves management or other employees who exercise significant roles in internal controls.
The Board of Directors reviews the consolidated financial statements before such statements are approved
and submitted to the stockholders of the Company.
Manabat Sanagustin & Co., the independent auditors and appointed by the stockholders, has audited the
consolidated financial statements of the Company and Subsidiaries in accordance with Philippine
Standards on Auditing and has expressed its opinion on the fairness of presentation upon completion of
,uc~~o
th, B=d of O;reclo", •• d 'toCkhOld'~
Roberto V. On
Chairman ofth
1
Board / Chief Executive Officer
(v., {};:
Walter W. Brown
President / Chief Operating Officer
~lJAiJ~
Dennis O. Valdes
Treasurer / Chief Financial Officer
SUBSCRIBED AND SWOR to me before this
day of
at
Affiants exhibited to me their Community Tax Cert. opposite to their respective names, as follows:
Name
Roberto V. Ongpin
Walter W. Brown
Dennis O. Valdes
PbL~.
P4e ~~
[ZDOl
S~U
~t· (
~)oH
BAR
econrGil Pl,
If:
Appl)nlmenl o. M-Z'~:iT
R
of At!cmf;'y ~.:
City
Bldg.
Makati City
\'i
:>;r-",om\)er2012
. :..
7
IBPNo. 841657/12·'l()-lr;·;,b
PTP No 266712511·~·1'.'\~;;"'~'.lCity
TIN No. 202-i64&'1·{)OO MeLE NC. iiCiG01920
_
ATOK-BIG WEDGE CO., INC. AND SUBSIDARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2010
(With Comparative Figures for 2009 and 2008)
Note
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss before income tax
Adjustments for:
Depreciation and amortization
Interest income
Interest expense
Operating loss before working
capital changes
Decrease (increase) in:
Receivables
Inventories
Prepaid expenses and other
current assets
Increase (decrease) in:
Accounts payable and
accrued expenses
Other current liabilities
Net cash absorbed by operations
Interest received
Interest paid
Net cash used in operating
activities
CASH FLOWS FROM
INVESTING ACTIVITIES
Acquisitions of property, plant
and equipment
Increase in deferred mining
exploration cost
Increase in noncurrent assets
Net cash used in investing
activities
CASH FLOWS FROM
FINANCING ACTIVITIES
Subscriptions of capital stock
Issuance of capital stock
Increase in due to related parties
Net cash provided by financing
activities
Forward
8
8
2009
(As Restated see Note 18)
2008
(As Restated see Note 18)
(P41,349,018)
(P6,488,218)
(P5,362,928)
1,684,718
(26,848,166)
-
84,123
(180,402)
3,250
84,123
(25,780)
3,830
(66,512,466)
(6,581,247)
(5,300,755)
(1,570,293)
88,007
(321,437)
(215,100)
67,697
1,956,272
(2,195,562)
(15,096)
15,579
934,198
4,400,493
(64,855,623)
26,848,166
-
1,414,898
11,630
(5,706,352)
180,402
(3,250)
133,437
(207,459)
(3,335,229)
25,780
(3,830)
(38,007,457)
(5,529,200)
(3,313,369)
(8,738,110)
(166,407)
(5,900)
(9,114,886)
(2,002,098)
(5,029,371)
44,489
(4,566,162)
440,964
(19,855,094)
(5,151,289)
(4,131,098)
200,000,000
800,000,000
10,801,589
34,781,225
10,499,796
7,907,157
1,010,801,589
45,281,021
7,903,327
2010