COVER SHEET - Metro Pacific Investments Corporation

COVER SHEETC S 2 0 0 6 0 4 4 9 4

S.E.C. Registration Number

M E T R O P A C I F I C I N V E S T M E N T S

C O R P O R A T I O N

( Company's Full Name )

1 0 F M G O B L D G . , L E G A Z P I C O R .

D E L A R O S A S T S . M A K A T I C I T Y

( Business Address : No./ Street / City Town / Province )

Contact Person Company Telephone Number

1 2 3 1 0 5 2 8

Secondary License Type, If Applicable

Dept. Requring this Doc.

Total No. of Stockholders

Preliminary Information Statement

Month FORM TYPE

Document I.D.

File Number

Cashier

Amended Articles Number/Section

Total Amount of Borrowings

Domestic Foreign

To be accomplished by SEC Personnel concerned

RICARDO M. PILARES III 8888-0888

LCU

Month Year Fiscal Year Annual Meeting

Day

S T A M P S

1

METRO PACIFIC INVESTMENTS CORPORATION NOTICE OF ANNUAL SHAREHOLDERS’ MEETING

Please be advised that the Annual Meeting of the shareholders of METRO PACIFIC INVESTMENTS CORPORATION (the “Company”) for the year 2021 will be held on Friday, May 28, 2021 at 11:00 a.m. Given the current circumstances and to ensure the safety and welfare of our shareholders in light of the COVID-19 situation, the Company will dispense with the physical attendance of stockholders at the meeting and will allow attendance only by remote communication and by voting in absentia or by proxy through the Chairman of the meeting. Shareholders who wish to attend and participate in the meeting must inform the Company’s corporate secretary at [email protected] on or before May 21, 2021. The following shall be the agenda of the meeting:

I. Call to Order II. Certification of Notice and Quorum III. Approval of the Minutes of the Annual Meeting of Stockholders held on May

29, 2020 IV. Report of the President and Chief Executive Officer V. Approval of the 2020 Audited Financial Statements VI. Ratification of the Acts of the Board of Directors and Management for the

year 2020 VII. Election of the Directors for the ensuing Year VIII. Appointment of External Auditor of the Company for the year 2021 IX. Other business that may properly be brought before the meeting X. Adjournment1

The minutes of the 2020 annual shareholders’ meeting is available at the website of the Company (www.mpic.com.ph) and will be included in the Company’s Information Statement. The Board of Directors has fixed the close of business on April 28, 2021, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Shareholders’ Meeting.

1 The agenda of the 2021 MPIC Shareholders’ Meeting may be subject to further revisions, which will be included in the Definitive Information Statement and the final notice to the stockholders that will be published.

mailto:[email protected]

http://www.mpic.com.ph/

2

Duly accomplished proxies shall be submitted on or before May 21, 2021 to the Office of the Corporate Secretary at Picazo Buyco Tan Fider & Santos Law Office, Penthouse, Liberty Center, 104 H.V. Dela Costa Street, Salcedo Village, Makati City and/or by email to [email protected]. Validation of proxies is set on May 24, 2021 at 2:00 pm. Shareholders may vote electronically, subject to validation procedures. The rules and procedures for participating in the meeting through remote communication and for casting their votes in absentia are set forth in the Information Statement. In compliance with the SEC Advisory dated May 6, 2015, a copy of the Interim Unaudited Financial Statements of the Company as of and for the quarter ended March 31, 2020 with Management Discussion and Analysis shall be posted in the website of the Company (www.mpic.com.ph) on or before May 15, 2021. A hard copy of the same Interim Unaudited Financial Statements will be provided to any requesting shareholder, free of charge, as soon as said Interim Unaudited Financial Statements becomes available but in no case later than May 15, 2021. Very truly yours,

ANTONIO A. PICAZO Corporate Secretary Makati City



3

AGENDA DETAILS AND RATIONALE

1. Call to Order. The Chairman of the Board of Directors, Mr. Manuel V. Pangilinan, will call the meeting to order.

2. Certification of Notice and Quorum. The Secretary of the Meeting will certify that copies of the notice

were published and made available to the shareholders of record of the Company as of April 28, 2021 and will certify the number of attendees for the purpose of determining the existence of quorum to validly transact business.

Pursuant to Sections 23 and 57 of the Revised Corporation Code and SEC Memorandum Circular No. 6, Series of 2020, the Corporation has set up a designated web address which may be accessed by the stockholders to participate and vote in absentia on the agenda items presented for resolution at the meeting. A stockholder who votes in absentia as well as a stockholder participating by remote communication shall be deemed present for purposes of quorum. The following are the rules and procedures for the conduct of the meeting: (i) Stockholders may attend the meeting remotely through https://conveneagm.com/ph/mpicagm (the

“Website”).2 Stockholders may send their questions or comments prior to the meeting by e-mail at [email protected]. The Company will endeavor to answer all questions submitted prior to and in the course of the meeting, or separately through the Company’s Investor Relations Office within a reasonable period after the meeting.

(ii) Each of the Agenda item which will be presented for resolution will be shown on the screen during the

live streaming as the same is taken up at the meeting. (iii) Stockholders must notify the Company of their intention to participate in the meeting by remote

communication to be included in determining quorum, together with the stockholders who voted in absentia and by proxy.

(iv) Voting shall only be allowed for stockholders registered in the Company’s Electronic Voting in Absentia

System at https://conveneagm.com/ph/mpicagm or through the Chairman of the meeting as proxy.

(v) All the items in the Agenda for the approval by the stockholders will need the affirmative vote of shareholders representing at least a majority or two thirds, as the case may be, of the issued and outstanding voting stock present at the meeting.

(vi) Election of directors will be by plurality of votes and every shareholder will be entitled to cumulate

his/her votes.

(vii) The Company’s stock transfer agent and Corporate Secretary will tabulate all votes received and an independent third party will validate the results.

2 The Company’s Board of Directors issued a resolution on March 03, 2021 allowing stockholders to participate in the stockholders’ meeting through remote communications or other alternative modes communication, and for this purpose, such remote or in absentia participation shall be considered in the determination of quorum. The 2021 Shareholders’ Meeting of the Company shall be held in virtual format.

https://conveneagm.com/ph/mpicagm



4

(viii) The meeting proceedings shall be recorded in audio and video format.

3. Approval of the Minutes of the Annual Stockholders held on May 29, 2020. A draft of the minutes of the meeting of the stockholders held on May 29, 2020 is available at the website of the Company, www.mpic.com.ph and will be included in the Definitive Information Statement that will be posted in the Company’s website. The resolution that will be submitted for approval of the shareholders states as follows:

“RESOLVED, that the Stockholders of the Corporation hereby approve the Minutes of the

Annual Stockholders’ Meeting held on May 29, 2020.”

4. Report of the President and Chief Executive Officer. The Report will summarize the operational and financial performance of the Company for the year 2020, especially in light of the COVID-19 pandemic.

5. Approval of the 2020 Audited Financial Statements. MPIC’s audited financial statements, highlights of

which will be explained in the President and Chief Executive Officer’s Report and in contained in the Information Statement, will be presented to the shareholders for approval. The 2020 Audited Financial Statements which was approved by the Company’s Board of Directors on March 19, 2021, is included in the Company’s Annual Report (SEC Form 17-A), which will be made available in the Company's website and PSE EDGE. The resolution that will be submitted for approval of the shareholders states as follows:

“RESOLVED, that the audited financial statements for the year ended December 31, 2020 be, as the same are, hereby approved.”

6. Ratification of Acts of the Board of Directors and Management. Ratification of the acts of the Board

of Directors and Management include the actions done or caused to be done by the Company’s Board of Directors and management in pursuit of the Company’s business. The resolution that will be submitted for approval of the shareholders states as follows:

“RESOLVED, that all acts, resolutions, and deeds of the Board of Directors and Management of the Company from the Annual Stockholders’ Meeting held on May 29, 2020 up to the date of this meeting be, as they are hereby confirmed, ratified and approved.”

7. Election of Directors for the ensuing year. Copies of the curriculum vitae and background of the

individuals nominated to become members of the Board of Directors of the Company are provided in the Information Statement for the consideration of the shareholders. The following were nominated to be elected as Directors of the Company for the year 2021:

a) Albert F. Del Rosario b) Ray C. Espinosa c) Ramoncito S. Fernandez d) Rodrigo E. Franco e) Oscar J. Hilado (Independent Director) f) Jose Ma. K. Lim g) Retired Chief Justice Artemio V. Panganiban (Independent Director) h) June Cheryl A. Cabal-Revilla i) Pedro E. Roxas (Independent Director) j) Augusto P. Palisoc Jr. k) Manuel V. Pangilinan l) Francisco C. Sebastian m) Alfred V. Ty


5

n) Roberto C. Yap, S.J. (Independent Director) o) Christopher H. Young

8. Appointment of External Auditors. The Company’s external auditors for 2021-2022, who will be

responsible for conducting an independent audit of the Company’s financial statements, will be appointed by the Company’s shareholders The Audit Committee endorsed the re-appointment of SGV & Co. as the Company’s external auditors for 2021 The resolution that will be submitted for approval of the shareholders states as follows:

“RESOLVED, that SGV & Co. be, as they are hereby, re-appointed as external auditors of the Company for the year 2021-2022.”

Please access https://www.sgv.ph/ for the company profile of SGV & Co.

9. Other business that may properly be brought before the meeting. Shareholders may be

requested to consider such other issues/matters as may be raised throughout the course of the meeting. The Company will entertain and endeavor to answer questions received from the shareholders on any matter brought up during the annual shareholders’ meeting during this portion of the meeting.

10. Adjournment. After all business has been considered and resolved, the Chairman shall declare the

meeting adjourned.

https://www.sgv.ph/

6

WE ARE NOT SOLICITING YOUR PROXY

Shareholders who will not, are unable or do not expect to attend the meeting in person but would like to be represented thereat may choose to execute and send a proxy form to the Office of the Assistant Corporate Secretary (Atty. Cristina Palma Gil-Fernandez) at Picazo Buyco Tan Fider & Santos Law Office, Penthouse, Liberty Center, 104 H.V. Dela Costa Street, Salcedo Village, Makati City, on or before May 21, 2021. A sample proxy form is provided below. Shareholders may likewise email a copy of the accomplished proxy form to [email protected].

PROXY

The undersigned stockholder of METRO PACIFIC INVESTMENTS CORPORATION (the “Company”) hereby appoints or in his absence, the Chairman of the meeting, as attorney-in-fact and proxy, with power of substitution, to present and vote all shares registered in the name of the undersigned stockholder or shares, at the Annual Meeting of Stockholders of the Company on May 28, 2021 and at any adjournments thereof for the purpose of acting on the following matters:

1. Approval of the Minutes of the Annual Meeting of Stockholders held on 29 May 2020.

For Against Abstain

2. Approval of the 2020 Audited Financial Statements. For Against Abstain

3. Ratification of Acts of the Board of Directors and Management.

For Against Abstain

4. Election of Directors for the ensuing year i. Albert F. del Rosario For ii. Ray C. Espinosa For iii. Ramoncito S. Fernandez For iv. Rodrigo F. Franco For v. Oscar J. Hilado For vi. Jose Ma. K. Lim For vii. Augusto P. Palisoc Jr. For viii. Artemio V. Panganiban For ix. Manuel V. Pangilinan For x. June Cheryl A. Cabal-Revilla For xi. Pedro E. Roxas For xii. Francisco C. Sebastian For xiii. Alfred V. Ty For xiv. Roberto C. Yap, S.J. For xv. Christopher H. Young For

5. Appointment of External Auditors For Against Abstain

Printed Name of Stockholder and Signature:

Note: If the proxy form is returned without indicating the intended vote on the above matters, the proxy holder shall vote on the above matters in a way that the proxy holder shall deem fit.


METRO PACIFIC INVESTMENTS CORPORATION

2021 NOTICE OF ANNUAL SHAREHOLDERS’ MEETING AND

INFORMATION STATEMENT SEC FORM 20-IS

8

SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS

INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:

[x] Preliminary Information Statement [ ] Definitive Information Statement

2. Name of Registrant as specified in its charter METRO PACIFIC INVESTMENTS CORPORATION 3. METRO MANILA, PHILIPPINES Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number: CS200604494 5. BIR Tax Identification Code: 244-520-457-000 6. 10th Floor, MGO Building, Legazpi corner Dela Rosa Streets, Legaspi Village, Makati City 1200

Philippines Address of principal office and postal Code

7. Registrant’s telephone number, including area code: (63) 2 8888-0888 8. Date, time and place of the meeting of security holders: May 28, 2021, 11 a.m. The meeting shall

be conducted virtually and may be accessed at the Website (https://conveneagm.com/ph/mpicagm).

9. April 28, 2021

Approximate date on which the Information Statement is first to be sent or given to security holders 10. 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 Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding

Common Shares

30,668,798,752

*1 Reported by the stock transfer agent as of February 28, 2021.

11. Are any or all of registrant's securities listed in a Stock Exchange? Yes [X] No []

The Registrant’s common shares are listed on the Philippine Stock Exchange.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.


9

A. GENERAL INFORMATION Item 1. Date, time and place of meeting of security holders. The Annual Meeting of the shareholders of Metro Pacific Investments Corporation (the “Company”) will be conducted virtually via https://conveneagm.com/ph/mpicagm on Friday, 28th day of May 2021 at 11:00 a.m. The mailing address of the Company is at the 10th Floor, Makati General Office Building, Legazpi corner Dela Rosa Streets, Legazpi Village, Makati City, 0721 Philippines. In accordance with the SEC Notice dated March 16, 2021, this Information Statement will be posted in the Company’s website (www.mpic.com.ph) no later than April 28, 2021.

Item 2. Dissenters' Right of Appraisal Under Section 80 of the Revised Corporation Code, the following are the instances when a stockholder may exercise his appraisal right: 1. In case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence; 2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets of the Company; 3. In case of merger or consolidation; and 4. In case of investment of corporate funds for any purpose other than the primary purpose of the corporation. In order that a dissenting stockholder may exercise his appraisal right, such dissenting stockholder must have voted against the proposed corporate action at the annual meeting. Within thirty (30) days after the date of the annual meeting at which meeting such stockholder voted against the corporate action, the dissenting stockholder shall make a written demand on the Company for the fair value of his/her shares which shall be agreed upon by the dissenting stockholder and the Company. If the proposed corporate action is implemented, the Company shall pay the dissenting stockholder upon surrendering the certificates of stock representing his/her shares, the fair value of said shares on the day prior to the date on which the vote was taken. If the dissenting stockholder and the Company cannot agree on the fair value of the shares within sixty (60) days from the date of stockholders’ approval of the corporate action, then the determination of the fair value of the shares shall be determined by three (3) disinterested persons, one (1) of whom shall be named by the dissenting stockholder, one (1) by the Company and a third to be named by the two (2) already chosen. The findings of the majority of the appraisers shall be final and their award shall be paid by the Company within thirty (30) days after such award is made. The procedure to be followed in exercising the appraisal right shall be in accordance with Sections 80 to 85 of the Revised Corporation Code. None of the matters that are proposed to be taken up during the meeting gives a dissenting shareholder a right of appraisal. Item 3. Interest of Certain Persons In, or Opposition to Matters to be Acted Upon None of the directors or officers or any of their respective associates has any substantial interest, direct or indirect, in any of the matters to be acted upon in the stockholders’ meeting. None of the directors of the Company has informed the Company that he/she intends to oppose any action to be taken by the Company at the stockholders’ meeting.


10

B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof As of February 28, 2021, the following common and preferred shares of stock of the Company were outstanding:

Class Number of

Outstanding Shares

Common 30,668,798,752

Class A Preferred Shares 9,128,105,319

Of the total outstanding common capital stock, as of February 28, 2021, 25,023,002,405 common shares or 81.59 percent are owned by Philippine nationals, while 5,645,796,347 common shares or 18.41 percent are owned by foreigners. All Class A Preferred shares are owned by a Philippine national. Each common and Class A Preferred share of stock of the Company is entitled to one (1) vote as described below. The record date for the purpose of determining the stockholders entitled to vote is April 28, 2021. Holders of common and Class A Preferred shares of stock of the Company are entitled to vote on all matters to be voted upon by the stockholders. Shareholders entitled to vote are also entitled to cumulative voting in the election of directors. Section 23 of the Revised Corporation Code provides, in part, that: “[i]n stock corporations, stockholders entitled to vote shall have the right to vote the number of shares of stock standing in their own names in the stock books of the corporation at the time fixed in the by-laws or where the bylaws are silent, at the time of the election.” Further, “[t]he said stockholder may (a) vote such number of shares for as many persons as there are directors to be elected; (b) cumulate said shares and give one (1) candidate as many votes as the number of directors to be elected multiplied by the number of the shares owned; or (c) distribute them on the same principle among as many candidates as may be seen fit.” As of February 28, 2021, the stock transfer agent of the Company reported that there are 1,287 holders of common shares of the Company. The top 20 shareholders of record, the number of common shares held and the percentage of the common shares outstanding and held by each shareholder of record of the Company as of February 28, 2021, are as follows:

Rank STOCKHOLDER NAME Number of Common Shares

Percentage of Class

1 METRO PACIFIC HOLDINGS, INC. 13,222,948,173 41.89%

2 PCD NOMINEE CORPORATION (FILIPINO)

6,741,734,806 21.36%

3 PCD NOMINEE CORPORATION (FOREIGN)

5,644,964,096 17.88%

4 GT CAPITAL HOLDINGS, INC. 4,900,000,000 15.52%

5

SERGIO ONG OR SHIRLEY OLANO

55,000,000 00.17%

6

EVELYN ONG OR SHIRLEY OLANO

30,000,000 00.10%

7 LA FILIPINA UY GONGCO CORPORATION

20,410,000 00.06%

8 ALBERT F. DEL ROSARIO &/OR MARGARET GRETCHEN V. DEL ROSARIO

12,774,224 00.04%

9 MANUEL V. PANGILINAN

9,500,001 00.03%

11

10 RAY C. ESPINOSA 7,600,001 00.02%

11 LUCIO W. YAN &/OR CLARA Y. YAN

2,850,000 00.01%

12 LUCIO W. YAN &/OR CLARA Y. YAN

1,000,000 nil

13 BABY LEA M. WONG 1,000,000 nil

14

RAUL L. IGNACIO 1,000,000 nil

15

NICOLAS G. MANALO 1,000,000 nil

16 TESSA G. ACOSTA 1,000,000 nil

17 FIRST LIFE FINANCIAL CO., INC. 830,000 nil

18 J. LUIGI L. BAUTISTA 650,000 nil

19 RODRIGO E. FRANCO 600,000 nil

20

EDWARD S. GO 600,000 nil

Market Information The Company's common shares are listed on the Philippine Stock Exchange (“PSE”). The high and low sales prices of such shares for the four quarters of the years 2018, 2019, 2020 and first quarter of 2021 are set out below. The share price of the Company’s common shares as at the close of business on February 28, 2021 was P= 4.07.

Quarter Low High 2018 1st 6.02 6.18 2nd 4.84 5.01 3rd 4.82 4.97 4th 4.69 4.81 2019 1st 4.55 5.18 2nd 4.11 4.89 3rd 4.37 5.28 4th 2.69 5.20 2020 1st 2.28 3.82 2nd 2.43 3.93 3rd 2.91 3.80 4th 3.49 4.58 2021 February 4.04 4.36

12

Security Ownership of Record and Beneficial Owners of at least 5% of the Company’s Securities as of February 28, 2021. Security ownership of Record and Beneficial Owners of at least 5% of the Company's Securities Type of Class

Name and address of record owner and

relationship with Issuer

Citizenship Name of Beneficial Owner &

Relationship with Record

Owner

No. of Shares Held

Percent of class

Common Shares

Metro Pacific Holdings, Inc. (“MPHI”) 17/F Liberty Centre Bldg. 104 H.V. dela Costa, Salcedo Village, Makati City

Filipino

MPHI is both record and beneficial owner. Mr. Manuel V. Pangilinan is usually designated as its representative, with authority to vote its shares, at meetings of shareholders.

13,222,948,173 41.89%

Common PCD Nominee Corporation*

Filipino

Public ownership 6,741,734,806 21.36%

Common

PCD Nominee Corporation* Foreign Public ownership

5,644,964,096 17.88%

Common GT Capital Holdings, Inc. 43/F GT Tower International, Ayala Avenue cor. H.V. Dela Costa Street, Makati City**

Filipino GT Capital Holdings, Inc. is the record owner and the beneficial owner. Mr. Alfred V. Ty is usually designated as its representative, with authority to vote its shares, at meetings of shareholders.

4,900,000,000 15.52%

Class “A” Preferred Shares

Metro Pacific Holdings, Inc. 17/F Liberty Centre Bldg. 104 H.V. dela Costa, Salcedo Vill., Makati City

Filipino Metro Pacific Holdings, Inc. is both record and beneficial owner. Mr. Manuel V. Pangilinan is usually designated as its representative, with authority to vote its shares, at meetings of shareholders.

9,128,105,319 100%

*PCD Nominee Corporation is the registered owner of shares beneficially owned by participants in the Philippine Central Depositary, Inc. (PCD), a private company organized to implement an automated book entry system of handling securities transactions in the Philippines. Under the PCD procedures, when an issuer of a PCD-eligible issue will hold a stockholders’ meeting, the PCD shall execute a pro-forma proxy in favor of its participants for the total number of shares in their respective principal securities account as well as for the total number of shares in their client securities account. For the shares held in the principal securities account, the participant concerned is appointed as proxy with full voting rights and powers as registered owner of such shares. For the shares held in the client securities account, the participant concerned is appointed as proxy, with the obligation to constitute a sub-proxy in favor of its clients with full voting and other rights for the number of shares beneficially owned by such clients. As of 28 February 2021, Deutsche Bank Manila – Clients Acct., and The Hongkong and Shanghai Banking Corp. Ltd. – Clients Acct., participants of PCD, beneficially own 2,502,090,044 and 2,962,917,092 respectively, of the Company’s total common outstanding shares. Other than the abovementioned, the Company has no knowledge of any person who, as of February 28, 2021, was directly or indirectly the beneficial owner of, or who has voting power or investment power (pursuant to a voting trust or other similar agreement) with respect to, shares comprising more than five percent (5%) of the Company’s outstanding voting shares of stock.

13

Security Ownership of the Directors and Members of Management as of February 28, 2021 The following are the number of common shares of stock owned of record and/or beneficially by the directors and principal officers of the Company, and the percentage of shareholdings of each, as of February 28, 2021:

Type of Class Name and Address of Owner

Amount and nature of Beneficial ownership Citizenship Percent

of class Direct Indirect

Common

Manuel V. Pangilinan 7/F Ramon Cojuangco Bldg. Makati Avenue, Makati City

10,280,001*

0

Filipino

0.03%

Common

Jose Ma. K. Lim 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati

28,268,001* 0 Filipino

0.09%

Common June Cheryl A. Cabal-Revilla 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati

1* 0

Filipino 0.00%

Common

Lydia B. Echauz Far Eastern University N. Reyes St., Sampaloc, Manila

2,630,000*

0

Filipino 0.01%

Common

Ray C. Espinosa 5/F Locsin Building, Ayala Avenue Cor Makati Avenue, Makati City

8,600,001* 0

Filipino 0.03%

Common

Ramoncito S. Fernandez 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati

6,893,001*

0

Filipino

0.02%

Common Christopher H. Young Unit C, 10th Floor, Branksome Grande, No. 3 Treguner Path, Hong Kong

1 *

0

British 0.00%

Common

Edward S. Go Unit 16-A Pacific Plaza Tower Fort Bonifacio, Bonifacio Global City Taguig, Metro Manila

1,700,000*

0

Filipino 0.01%

Common

Augusto P. Palisoc Jr. 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati

16,850,001* 0 Filipino 0.05%

Common

Artemio V. Panganiban 1203 Acacia, Dasmarinas Village, Makati City

1,600,001*

0

Filipino 0.01%

Common

Rodrigo E. Franco Unit 10D Symphony Tower, 6 Sgt. Esguerra Street, South Triangle, Quezon City

600,001* 0 Filipino 0.00%

Common Francisco C. Sebastian 454 Ma. Cristina St., Ayala Alabang Village, Muntinlupa City

600,100* 0 Filipino 0.00%

Common Albert F. Del Rosario 116 Valero cor. Rufino Street, Salcedo Village, Makati City, Metro Manila 1227

14,824,224* 0 Filipino 0.05%

Common Alfred V. Ty 20/F GT Tower Ayala Avenue, Makati City 1226

600,001* 0 Filipino 0.00%

Common Jose Jesus G. Laurel 100 0 Filipino 0.00%

14

Type of Class Name and Address of Owner

Amount and nature of Beneficial ownership Citizenship Percent

of class Direct Indirect 214 University Avenue, Ayala Alabang Village, Muntinlupa City

Common

Antonio A. Picazo 19/F Liberty Center 104 H.V. dela Costa Street Salcedo Village, Makati City

1,001,001*

0

Filipino 0.00%

Common Cristina S. Palma Gil-Fernandez 19/F Liberty Center 104 H.V. dela Costa Street Salcedo Village, Makati City

Nil 0

Filipino

0.00%

Aggregate for above named officers and directors 94,446,435 0

* Including at least one (1) qualifying share and shares under PCD, if any. Changes in Control The Company is not aware of any voting trust agreements or any other similar agreements which may result in a change in control of the Company. No change in control of the Company has occurred since the beginning of its last fiscal year. Item 5. Directors and Executive Officers Term of Office Directors shall hold office for a period of one (1) year until their successors shall have been elected and qualified during the succeeding annual meeting of the stockholders, except in case of death, resignation, disqualification or removal from office. The term of office of the officers is coterminous with that of the Directors that elected or appointed them unless such officers are sooner removed for cause. Background Information Directors The following are the names, ages, citizenship, current positions, periods of service and business experiences during the past five years of the incumbent directors/independent directors of the Company: 1. MANUEL V. PANGILINAN Filipino, 74 years old Chairman of the Board of Directors Member, Compensation Committee Director of Metro Pacific Investments Corporation since March 2006 Education and Training:

• BA Economics Degree, Ateneo De Manila University • MBA Degree, Wharton School of Finance and Commerce University of Pennsylvania • Honorary Doctorate in Humanities, San Beda College/Xavier University/Holy Angel

University/Far Eastern University Membership in Boards of Listed Companies other than MPIC:

• Philippine Long Distance Telephone Company • Manila Electric Company • Philex Mining Corporation • Philex Petroleum Corporation • Roxas Holdings, Inc.

Membership in Boards of Non-Listed Companies:

• Beacon Electric Asset Holdings, Inc.

15

• Smart Communications, Inc. • PLDT Communications and Energy Ventures Inc. (formerly Piltel) • Landco Pacific Corporation • Medical Doctors, Inc. • Colinas Verdes Hospital Managers Corporation • Asian Hospital, Inc. • Maynilad Water Services, Inc. • Mediaquest, Inc. • Associated Broadcasting, Corporation (TV5) • Manila North Tollways Corporation • Meralco Powergen Corporation • Metro Pacific Hospital Holdings, Inc. • MetroPac Movers, Inc. • MetroPac Logistics Company Inc. • MetroPac Water Investments Corporation • Cardinal Medical Charities Foundation, Inc. • Caritas Manila and Radio Veritas-Global Broadcasting Systems, Inc. • Digital Telecommunications Phils. • Digitel Mobile Philippines, Inc. • East Manila Hospital Managers Corporation • Ideaspace Foundation, Inc. • Light Rail Manila Holdings, Inc. • Light Rail Manila Corporation • Metro Pacific Light Rail Corporation • Metro Pacific Investments Foundation, Inc. • Roxas Holdings, Incorporated • Metro Vantage Properties, Inc. • MetroPac Property Holdings, Inc. • Metro Pacific Tollways Corporation • Beacon Powergen Holdings, Inc. • Metro Pacific Holdings, Inc. • Metro Pacific Tollways South Corporation • Metro Pacific Tollways South Management Corporation • Metro Pacific Tollways North Corporation • Metro Pacific Tollways Vizmin Corporation • Collared Wren Holdings, Inc. • MPCALA Holdings, Inc. • Larkwing Holdings, Inc. • Maynilad Water Holding Company, Inc. • Metro Strategic Infrastructure Holdings, Inc. • Global Business Power Corporation • Cebu Cordova Link Expressway Corporation • NLEX Corporation • Cavitex Infrastructure Corporation • Metro Pacific Management Services, Inc.

Other Information: Mr. Pangilinan founded First Pacific in 1981 and serves as its Managing Director and Chief Executive Officer. Within the First Pacific Group, he holds the position of President Commissioner of P.T. Indofood Sukses Makmur, the largest food company in Indonesia. He is currently the Chairman of the Board of Trustees of the San Beda College. In August 2016, the Samahang Basketbol ng Pilipinas (SBP) – the National Sport Association for basketball requested Mr. Pangilinan to be its Chairman Emeritus after serving as President since February 2007. Effective January 2009, MVP assumed the Chairman of the Amateur Boxing Association of the Philippines (ABAP), a governing body of amateur boxers in the country. In October 2009, Mr. Pangilinan was appointed as Chairman of the Philippine Disaster Resiliency Foundation, Incorporated (PDRF), a non-profit foundation established to formulate and implement a reconstruction strategy to rehabilitate areas devastated by floods and other calamities. Mr. Pangilinan is Chairman of Philippine Business for Social

16

Progress (PBSP), the largest private sector social action organization made up of the country’s largest corporations. In June 2012, he was appointed as Co-Chairman of the US-Philippines Business Society (USPS), a non-profit society which seeks to broaden the relationship between the United States and the Philippines in the areas of trade, investment, education, foreign and security policies and culture.

2. JOSE MA. K. LIM Filipino, 68 years old President and Chief Executive Officer Executive Director Non-Voting Member, Nominations Committee Member, Finance Committee Director of Metro Pacific Investments Corporation since March 2006 Education and Training:

• BA Philosophy Degree, Ateneo De Manila University • MBA Degree, Asian Institute of Management

Membership in Boards of Listed Companies other than MPIC:

• Manila Electric Company Membership in Boards of Non-Listed Companies:

• Beacon Electric Asset Holdings, Inc. • Beacon Powergen Holdings, Inc. • Metro Pacific Holdings, Inc. • Metro Pacific Tollways Corporation • Colinas Verdes Hospital Managers Corporation • Maynilad Water Services, Inc. • Maynilad Water Holding Company, Inc. • Indra Philippines, Inc. • MetroPac Movers, Inc. • MetroPac Iloilo Holdings Corporation • MetroPac Logistics Company, Inc. • MetroPac Water Investments Corporation • MetroPac Iloilo Bulk Water Supply Corporation • MetroPac Cagayan de Oro, Inc. • Cagayan de Oro Bulk Water, Inc. • Metro Pacific Light Rail Corporation • Metro Pacific Investments Foundation Inc. • Metro Strategic Infrastructure Holdings • Meralco PowerGen Corporation • PremierLogistics, Inc. • Light Rail Manila Corporation • AF Payments Inc. • AHI Hospital Holdings Corporation • Light Rail Manila Holdings, Inc. • Light Rail Manila Holdings 6, Inc. • Asian Institute of Management • Ateneo Graduate School of Business • Global Business Power Corporation • EasyTrip Services Corporation • Collared Wren Holdings, Inc. • MPCALA Holdings, Inc. • Metro Pacific Tollways Development Corporation • NLEX Corporation • Metro Pacific Tollways North Corporation • Metro Pacific South Corporation • Metro Pacific Tollways Vizmin Corporation • Cebu Cordova Link Expressway Corporation • Metro Strategic Infrastructure Holdings, Inc.

17

• Larkwing Holdings, Inc. • Cavitex Infrastructure Corporation • Pacific Global One Aviation Company Inc. • Philippine Disaster Risk Foundation, Inc. • Philippine Telecommunications Investment Corp. • Pollux Realty Development Corporation • Metro Vantage Properties, Inc. • MetroPac Property Holdings, Inc. • Surallah Biogas Ventures Corp. • MetPower Venture Partners Holdings, Inc. • Metro Pacific Dumaguete Water Services, Inc. • Metro Pacific Iloilo Water, Inc. • Egis Investment Partners Philippines, Inc. • Metro Pacific Tollways South Corporation • KM Infrastructure Holdings, Inc. • Razor Crest Infrastructure Holdings Corporation • Hyperion Storage Holdings Corporation • Cebu Energy Development Corporation • Metro Pacific Health Tech Corporation

Other Information: Mr. Lim worked as a senior officer for various local and foreign banking institutions from 1988 to 1995. He was Director for Investment Banking of the First National Bank of Boston from 1994 to 1995, and prior to that, Vice President of Equitable Banking Corporation. In 1995, Mr. Lim joined Fort Bonifacio Development Corporation (FBDC) as Treasury Vice President and eventually was appointed Chief Finance Officer in 2000. In 2001, Mr. Lim assumed the position of Group Vice President and Chief Finance Officer of FBDC’s parent company, Metro Pacific Corporation (MPC) on a concurrent basis. He was then elected President and CEO of MPC in June 2003. In 2006, MPC was reorganized into Metro Pacific Investments Corporation (MPIC), where he continues to serve as President and CEO. Mr. Lim has received various awards relating to Corporate Governance and Investor Relations and most recently, he was accorded the Triple A award from Asian Institute of Management for his excellent performance in his field of profession. He is a founding member of the Shareholders Association of the Philippines and an active member in various business organizations.

3. JUNE CHERYL A. CABAL-REVILLA Filipino, 47 years old Chief Finance Officer and Chief Sustainability Officer Executive Director Alternate Member, Finance Committee Director of Metro Pacific Investments Corporation since December 2020 Education and Training:

• Bachelor of Science Degree in Accountancy, De La Salle University • Master’s Degree in Business Management Major in Finance, Asian Institute of Management

Membership in Boards of Listed Companies:

• NIL

Membership in Boards of Non-Listed Companies: • AF Payments, Inc. • Metro Pacific Tollways Corporation

18

• Metro Pacific North Tollways Corporation • KM Infrastructure Holdings, Inc. • Razor Crest Storage Infrastructure Holdings Corporation • Hyperion Storage Holdings Corporation • Philippine Tank Storage International (Holdings), Inc. • Philippine Coastal Storage & Pipeline Corporation

Other Information: Ms. June Cheryl A. Cabal-Revilla was the former Senior Vice President and Group Controller, Chief Sustainability Officer (CSO) of the PLDT Group and the Chief Financial Officer (CFO) of Smart, PLDT-Smart Foundation, Philippine Disaster Resilience Foundation (PDRF) and in a number of subsidiaries and affiliates of PLDT, Smart & ePLDT. She is also the Founding Chairman of Gabay Guro, President of The Outstanding Young Men (TOYM) Foundation, and an Appointed Member of the Financial Reporting Standards Council (FRSC) of the Philippines. Prior to joining PLDT in June 2000 as a Certified Public Accountant and an Executive Trainee in the Finance Group, she was a Senior Associate in the Business Audit and Advisory Group of SGV & Co. She received her Bachelor of Science Degree in Accountancy from De La Salle University and Master’s Degree in Business Management Major in Finance from Asian Institute of Management (AIM) where she is an outstanding alumni and a Triple A awardee by the Federation of AIM Alumni Associations, Inc. (FAIM). She also finished her Executive Program in the Stanford Graduate School of Business. With her sterling achievements and advocacies, she received global recognitions here and abroad and frequently invited as speaker by several international organizations.

4. CHRISTOPHER H. YOUNG British, 63 years old Non-Executive Director Chairman, Nominations Committee Director of Metro Pacific Investments Corporation since March 2019 Education and Training:

• Waid Academy, Scotland • Master of Arts (Honors) degree in Economics, St. Andrews University


• Roxas Holdings, Inc. Other Information: Mr. Young is an Executive Director and Chief Financial Officer of First Pacific Company Limited, and serves as Commissioner of PT Indofood Sukses Makmur Tbk as well as a Trustee of IdeaSpace Foundation, Inc. Mr. Young worked for PricewaterhouseCoopers in London and Hong Kong from 1979 until 1987, at which time he joined First Pacific in Hong Kong as Group Financial Controller. He joined Metro Pacific Corporation in 1995 as Finance Director, a position he held until he joined PLDT as its Chief Financial Advisor in November 1998. Mr. Young returned to First Pacific in 2015 as Chief Financial Officer and joined the First Pacific Board in August 2017.

5. AUGUSTO P. PALISOC JR. Filipino, 63 years old Non-Executive Director Director of Metro Pacific Investments Corporation since March 2006 Education and Training:

• BA Economics, De La Salle University • Master’s in Business Management, Asian Institute of Management


• NIL Membership in Boards of Non-Listed Companies:

• Metro Pacific Holdings, Inc.

19

• Medical Doctors, Inc. • Colinas Verdes Hospital Managers Corporation • Davao Doctors Hospital Inc. • Davao Doctors College Inc. • Asian Hospital, Inc. • MetroPac Apollo Holding Inc. • Metro Pacific Hospital Holdings, Inc. • Riverside Medical Center, Inc. • Riverside College, Inc. • AHI Hospital Holdings, Inc. • Central Luzon Doctors Hospital, Inc. • Colinas Healthcare Inc. • De Los Santos Medical Center, Inc. • East Manila Hospital Managers Corporation • Metro Radlinks Network, Inc. • Metro Pacific Zamboanga Hospital Corporation • Marikina Valley Medical Center, Inc. • Delgado Clinic, Inc. • Sacred Heart Hospital, Inc. • Metro SEHI Cancer Center Corporation • Metro RMCI Cancer Center Corporation • Metro CLDH Cancer Center Corporation • Medi Linx Laboratory, Inc. • Manila Medical Services, Inc. • St. Elizabeth Hospital, Inc. • Western Mindanao Medical Center, Inc. • West Metro Cancer Center Corporation • Santos Clinic, Inc. • Los Baños Doctors Hospital and Medical Center, Incorporated • Luther Z. Ramiro Community Hospital • Ramiro Community Hospital

Other Information: Mr. Palisoc has been with the First Pacific group of companies for over 35 years. He is currently a Non-Executive Director of MPIC and is the President & Chief Executive Officer and Director of Metro Pacific Hospital Holdings Inc. Prior to joining MPIC, he was the Executive Vice President of Berli Jucker Public Company Limited in Thailand from 1998 to 2001. Mr. Palisoc served as President and CEO of Steniel Manufacturing Corporation in the Philippines from 1997 to 1998. He has held various positions within the First Pacific group as Group Vice President for Corporate Development of First Pacific Company Limited in Hong Kong, and Group Managing Director of FP Marketing (Malaysia) Sdn. Bhd. in Malaysia. Before he joined First Pacific in 1983, he was Vice President of Monte Real Investors, Inc. in the Philippines.

6. RAMONCITO S. FERNANDEZ Filipino, 64 years old Non-Executive Director Director of Metro Pacific Investments Corporation since June 2009 Education and Training:

• Master’s in Business Management, Asian Institute of Management • Advanced Management Program of IESE (Spain), University of Asia and the Pacific • BS Degree in Industrial Management Engineering, De La Salle University • Professional Directors Program, Institute of Corporate Directors



• Maynilad Water Services, Inc.

20

• MetroPac Water Investments Corporation • Metro Iloilo Bulk Water Supply Corporation • Metro Iloilo Holdings Corporation • MetroPac Cagayan de Oro, Inc. • Tahanan Mutual Building and Loan Association, Inc. • First Pacific Leadership Academy • Shareholders Association of the Philippines (SHAREPHIL) • De La Salle College of Engineering

Other Information: Ramoncito S. Fernandez is the current President and Chief Executive Officer of Maynilad Water Services, Inc. He is the past President of the Management Association of the Philippines, the premiere management organization compose of CEOs/COOs of the top 1000 corporation in the Philippines. He is the 2009 PISM GAWAD SINOP Awardee, the highest award conferred by the Foundation of the Society of Fellows in Supply Management and the Philippine Institute for Supply Management to outstanding achievers in the field of supply management. He is a recognized ASEAN Engineer by the ASEAN Federation of Engineering Organisations (AFEO). He is currently the Chairman of the Board of Shareholders Association of the Philippines (Sept 2020 to Sept 2021), a non-profit organization whose purpose is to enable Filipinos to invest wisely, achieve financial security and contribute to the socio-economic growth of our country. He is a strong advocate of increased infrastructure spending for national development. Mr. Fernandez was head of the Tollroad business of the MVP group from 2008 to 2015; growing its portfolio inside and outside the Philippines. He is an advocate of customer satisfaction, operating efficiency and innovation. Mr. Fernandez has been with the MVP Group since 1994, first under the packaging business and later with the Telecoms Group (PLDT/Smart) before moving to MPIC. 7. RAY C. ESPINOSA Filipino, 64 years old Non-Executive Director Director of Metro Pacific Investments Corporation since November 2009 Education and Training:

• BS General Studies, University of Santo Tomas • Bachelor of Laws, Ateneo de Manila University • Master of Laws, University of Michigan Law School


• Lepanto Consolidated Mining Corporation • Manila Electric Company • PLDT Inc. • Roxas Holdings Inc.


• Smart Communications, Inc. • Maybank Philippines, Inc. • Mediaquest Holdings, Inc. • Philstar Daily, Inc. • Business World Publishing, Inc. • Cignal TV, Inc.

Other Information: Atty. Ray C. Espinosa is the President and CEO of Manila Electric Company. He is a director of Philippine Long Distance Telephone Company (PLDT), a member of its Technology Strategy Committee, and Senior Advisor to the President and CEO of PLDT. He is a director of Roxas Holdings Inc., an independent director of Lepanto Consolidated Mining Company and chairman of its Audit Committee, and an independent director of Maybank Philippines Inc. and chairman of its Risk Management Committee. He is the chairman of the Philstar Group of Companies and BusinessWorld Publication Corporation. He is an Associate Director of First Pacific Company Limited.

21

He has a Master of Laws degree from the University of Michigan School of Law and a Bachelor of Laws degree from the Ateneo de Manila University School of Law, and is a member of the Integrated Bar of the Philippines. He was a partner of SyCip Salazar Hernandez. & Gatmaitan from 1982 to 2000, a foreign associate at Covington and Burling (Washington, D.C.) from 1987 to 1988, and a law lecturer at the Ateneo de Manila School of Law from 1983 to 1985 and 1989. He placed first in the 1982 Philippine Bar Examinations.

8. EDWARD S. GO Filipino, 82 years old Independent Director Chairman, Audit Committee Member, Risk Management Committee Member, Nominations Committee Member, Corporate Governance Committee Member, Finance Committee Director of Metro Pacific Investments Corporation since July 2006 Education and Training:

• Bachelor of Arts, Ateneo de Manila University • Post Graduate Studies, Ateneo de Manila University • Doctor of Philosophy in Corporate Management (Honoris Causa), University of Baguio

Membership in Boards of Listed Companies other than MPIC: • PHINMA Petroleum and Geothermal Corporation • Filipino Fund Inc. • PHINMA Energy Corporation


• PLDT Communications and Energy Ventures, Inc. • Hyundai Asia Resources, Inc • ASA Philippines Foundation • BTF Holdings Inc • Mediaquest Holdings, Inc. • TV5 Network, Inc. • Cignal TV, Inc. • BusinessWorld Publishing Corporation • PhilSTAR Daily, Inc. • AB Capital Investments Corporation • Vicsal Investment Corporation • Union Galvasteel Corporation • BusinessWorld Publishing Corporation • Filipino Fund, Inc. • Phinma Petroleum Geothermal, Inc. • Anvaya Cove Golf & Sports Club

Other Information: Mr. Go has over 40 years of management experience in banking and finance, starting as Executive Trainee with Citibank N.A. and became President of Philippine Bank of Communications in 1974 and Chairman and Chief Executive Officer of Chinabank in 1985. Mr. Go is also Chairman of the Audit Committee of MPIC and PCEV.

9. ARTEMIO V. PANGANIBAN Filipino, 84 years old Lead Independent Director Chairman, Corporate Governance Committee Member, Finance Committee Director of Metro Pacific Investments Corporation since August 2007 Education and Training:

http://www.bloomberg.com/research/stocks/snapshot/snapshot.asp?capId=11234870

http://www.bloomberg.com/research/stocks/snapshot/snapshot.asp?capId=1345295

22

• Associate in Arts ("With Highest Honors"), Far Eastern University • Bachelor of Laws ("Cum Laude"), Far Eastern University • Doctor of Laws (Honoris Causa), University of Iloilo/Far Eastern University/ University of Cebu/

Angeles University/ Bulacan State University

Membership in Boards of Listed Companies other than MPIC: • Asian Terminals, Inc. • First Philippine Holdings Corporation • GMA Holdings, Inc. • GMA Network Inc. • Jollibee Foods Corporation • Manila Electric Company • Petron Corporation • PLDT Inc. • Robinsons Land Corporation

Membership in Boards of Non-Listed Companies, Foundations and Associations:

• Asian Hospital, Inc. • Metro Pacific Tollways Corporation • TeaM Energy Corporation • Tollways Management Corporation • Claudio Teehankee Foundation • Foundation for Liberty and Prosperity (Chairman) • Manila Metropolitan Cathedral-Basilica Foundation, Inc. (President) • Metrobank Foundation (Chairman, Board of Advisers) • Philippine Judges Foundation (Chairman) • Tan Yan Kee Foundation, Inc. • Arpan Investment and Management, Inc. (Chairman) • Pan Philippine Resources Corporation (Chairman) • Philippine Dispute Resolution Center (Chairman Emeritus) • Asean Law Association (Chairman, Philippine Chapter) • Permanent Court of Arbitration, The Hague, The Netherlands (Chairman, Philippine National

Group) Other Information: A consistent scholar, retired Chief Justice Panganiban obtained his Associate in Arts “With Highest Honors” and later his Bachelor of Laws with “Cum Laude” and “Most Outstanding Student” honors. He placed sixth among 4,200 candidates who took the 1960 bar examinations. He is also the recipient of several honorary doctoral degrees. A well-known campus leader, he founded and headed the National Union of Students of the Philippines. In 1995, he was appointed Justice of the Supreme Court of the Philippines, and in 2005, Chief Justice. Aside from being a prodigious decision writer, he also authored thirteen books while serving on the highest court of the land. His judicial philosophy is “Liberty and Prosperity Under the Rule of Law.” He believes that the legal profession and the judiciary must not only safeguard the liberty of our people but must also nurture their prosperity and economic well-being. To him, justice and jobs, ethics and economics, democracy and development, nay, liberty and prosperity must always go together; one is useless without the other. On his retirement on 7 December 2006, his colleagues in the Supreme Court acclaimed him unanimously as the “Renaissance Jurist of the 21st Century.” Prior to entering public service, Chief Justice Panganiban was a prominent practicing lawyer, law professor, business entrepreneur, civic leader and Catholic lay worker. He was the only Filipino appointed by the late Pope John Paul II to be a member of the Vatican-based Pontifical Council for the Laity for the term 1996-2001. At present, he is a much sought-after independent director and adviser of business firms, and writes a column in the Philippine Daily Inquirer. 10. LYDIA B. ECHAUZ Filipino, 73 years old Independent Director Chairman, Risk Management Committee

23

Chairman, Finance Committee Member, Audit Committee Member, Compensation Committee Member, Nominations Committee Member, Corporate Governance Committee Director of Metro Pacific Investments Corporation since November 2009 Education and Training:

• Bachelor of Arts Degree Major in Economics and Mathematics, St. Theresa’s College • Master of Business Administration, Ateneo de Manila University • Doctor of Business Administration, De La Salle University


• DNL Industries, Inc. • Pilipinas Shell Petroleum Corp.


• PLDT Beneficial Trust Fund • Philstar Group • FERN Realty Corporation • Riverside College Inc. • Henry Sy Foundation, Inc. • Felicidad Sy Foundation, Inc. • SM Foundation, Inc. • NBS College, Inc. • Akademyang Filipino Asso. Inc. • Museo del Galeon, Inc. • De La Salle College of St. Benilde • Mano Amiga Academy • Tahanan Mutual Building and Loan Association • Business World Publishing Corp. • Mediaquest Holdings, Inc.

Other Information: Lydia Echauz is retired from academe. She was for ten years President of Far Eastern University and its three other affiliate schools. Prior to joining FEU in 2002, she served as Dean of De La Salle University Graduate School of Business for sixteen (16) years, Associate Director of the Ateneo de Manila University Graduate School of Business for five (5) years, and Associate Professor of the University of the East, College of Business Administration for twelve (12) years. She is currently a member of the board of a few organizations, life member and former governor of the Management Association of the Philippines, and past President of the Association of Southeast Asian Institutions of Higher Learning, RP Council. She has been awarded most outstanding Filipino and most distinguished alumna of ADMU, DLSU, and St. Theresa's College.

11. ALFRED V. TY Filipino, 53 years old Vice-Chairman of the Board of Directors Member, Risk Management Committee Director of Metro Pacific Investments Corporation since November 2015 Education and Training:

• Bachelor of Science in Business Administration, University of Southern California

Membership in Boards of Listed Companies other than MPIC: • Metropolitan Bank & Trust Company • GT Capital Holdings, Inc.


• Toyota Motor Philippines Corporation and Group of Companies • Federal Land, Inc. and Group of Companies

24

• Makati Commercial Estate Association, Inc.

Other Information: Mr. Ty is a director of the Metropolitan Bank & Trust Company, Vice-Chairman of GT Capital Holdings Incorporated, Chairman of Toyota Motor Philippines Group of Companies, Chairman of Federal Land Group of Companies. He holds a Bachelor of Science degree in Business Administration from the University of Southern California.

12. ALBERT F. DEL ROSARIO Filipino, 81 years old Non-Executive Director Chairman, Compensation Committee Director of Metro Pacific Investments Corporation since May 2016 Education and Training:

• Bachelor of Science Degree in Economics, New York University • Secondary School, Xavier Military School, New York


• PLDT Inc. • Rockwell Land Corporation


• Philippine Stratbase Consultancy, Inc. • Stratbase ADR Institute, Inc. • Asia Insurance (Phil.) Corporation • Enterprise Investments Holdings, Inc. • Indra Philippines, Inc. • Metro Pacific Asset Holdings, Inc. • Metro Pacific Holdings, Inc. • Metro Pacific Resources, Inc. • Metro Pacific Tollways Corp. • Philippine Telecommunications Investment Corp. • Two Rivers Pacific Holdings Corporation • CSIS Southeast Asia Program • Asia Society Global CouncilCarlos P. Romulo Foundation for Peace and Development • Citizens for Promoting Human Rights, Inc. • Philippine Cancer Society, Inc.

Other Information: Amb. Del Rosario was the former Secretary of Foreign Affairs of the Philippines from February 2011 to March 2016. He also served as Philippine Ambassador to the United States of America from October 2001 to August 2006.

Prior to entering public service, Amb. del Rosario was on the Board of Directors of various firms. His business career for over four decades has spanned the insurance, banking, real estate, shipping, telecommunications, advertising, consumer products, retail, pharmaceutical and food industries. He also headed the development of Pacific Plaza Towers. He is co-founder of Gotuaco del Rosario Insurance Brokers Inc., Chairman of Philippine Stratbase Consultancy, Inc., Stratbase ADR Institute, Inc., Citizens for Promoting Human Rights Inc. and a Director of PLDT Inc., Metro Pacific Tollways Corporation, Indra Philippines, Inc. and Rockwell Land Corporation.

Amb. del Rosario received numerous awards and recognition for his valuable contributions to the Philippines and abroad. In September 2004, Amb. del Rosario was conferred the Order of Sikatuna, Rank of Datu, by H.E. President Gloria Macapagal-Arroyo for his outstanding efforts in promoting foreign relations for the Philippines and the Order of Lakandula with a Rank of Grand Cross (Bayani) for acting as Co-Chair of the 2015 APEC in December 2015. He was a recipient of the EDSA II Presidential Heroes Award in recognition of his work in fostering Philippine democracy in 2001 and the Philippine Army Award from H.E. President Corazon Aquino for his accomplishments as Chairman of the Makati Foundation for Education in 1991.

25

He was awarded as 2013 Professional Chair for Public Service and Governance by Ateneo School of Government and the Metrobank Foundation, 2014 Management Man of the Year by Management Association of the Philippines, 2016 Outstanding Government National Official by Volunteers Against Crime and Corruption (VACC), 2016 Asia CEO Award as Life Contributor, and Manuel L. Quezon Gawad Parangal as Quezon City’s Most Outstanding Citizens for 2016. He was elevated to the Xavier Hall of Fame in New York City in 2006. Ambassador del Rosario received the AIM Washington Sycip Distinguished Management Leadership Award in 2011, Doctor of Laws (Honoris Causa) for “principled commitment to democracy, integrity and the rule of law both at home and around the globe” conferred by the College of Mount Saint Vincent, New York City in September 2015, Rotary Club Makati West’s First “Albert del Rosario Award” (Tungo sa Makatarungang Pamumuhay) in August 2016, Outstanding Leadership in Diplomatic Service by Miriam College Department of International Studies and Philippine Tatler’s Diamond Award both in November 2016. On September 25, 2018 Amb. del Rosario was conferred with the Honorary Degree of Doctor for Humanities by the Ateneo de Manila University for staunchly defending the sovereignty and territorial integrity of the country, raising the standards of economic diplomacy and proactively ensuring the safety and security of overseas Filipinos everywhere. He was given an award by the De La Salle University for upholding the country’s sovereign rights in the West Philippine Sea and for fostering respect for the rule of law. 13. RODRIGO E. FRANCO Filipino, 61 years old Non-Executive Director Director of Metro Pacific Investments Corporation since May 2016 Education and Training:

• Masters of Business Administration, Ateneo Graduate School of Business • BS Management Engineering, Ateneo de Manila University • Secondary School, Philippine Science High School



• Metro Pacific Tollways Corporation • Metro Pacific Tollways North Corporation • NLEX Corporation • NLEX Ventures Corporation • Cebu Cordova Link Expressway Corporation • Metro Pacific Tollways South Corporation • Metro Pacific Tollways South Management Corporation • MPCALA Holdings, Inc. • Cavitex Infrastructure Corporation • Metro Pacific Tollways Management Services, Inc.

Other Information: Before joining NLEX Corp. in April 2003, Mr. Franco spent 20 years with JPMorgan Chase Bank. He was Vice President for Investment Banking when he left the Manila branch of JPMorgan Chase by the end of 2002. While in JPMorgan Chase, he assisted several Philippine companies raise funds from the international loan and capital markets, and had been involved in originating and executing a number of mergers and acquisitions, equity capital markets and loan and bond restructuring transactions. 14. FRANCISCO C. SEBASTIAN Filipino, 65 years old Non-Executive Director Member, Audit Committee Member, Finance Committee Director of Metro Pacific Investments Corporation since June 2016 Education and Training:

• AB Degree in Economics, Ateneo de Manila University

26

Membership in Boards of Listed Companies other than MPIC: • GT Capital Holdings, Inc. • Metropolitan Bank & Trust Company



• First Metro Asset Mgmt. Inc. • Resiliency (SPC) Inc. • Federal Land, Inc. • Travel Services, Inc. • ST 6747 Resources Corporation

Other Information: Mr. Sebastian is concurrently the Chairman of First Metro Investment Corporation, Vice Chairman of Metropolitan Bank & Trust Company and Chairman of GT Capital Holdings Inc. He joined the Metrobank Group in 1997 when he was appointed as President of First Metro Investment Corporation, a position which he held for 13 years until 2011 when he became Chairman. Mr. Sebastian joined the Ayala Group in 1975, and was seconded in 1977 to Hong Kong by Ayala Investment and Development Corporation. He worked as an investment banker in Ayala International Finance Limited and then Filinvest Finance (HK) Ltd. until 1984. He then started his own corporate and financial advisory firm based in Hong Kong, Integrated Financial Services Ltd., which he managed until he returned after 20 years to the Philippines to join the Metrobank Group in 1997. 15. JOSE JESUS G. LAUREL Filipino, 66 Non-Executive Director Director of Metro Pacific Investments Corporation since June 2016 Membership in Boards of Listed Companies other than MPIC:

• NIL Membership in Boards of Non-Listed Companies other than MPIC:

• NIL Education and Training:

• AB Degree in Economics, Ateneo de Manila University • Law Degree, Ateneo de Manila University • Master of Laws, Yale University

Other Information: Atty. Laurel is an Ateneo Law professor for 37 years and a holder of commercial Law Professorial Chair. He is a fellow at the Institute of Corporate Directors and a Senior Adviser for Good Governance Advocates and Practitioners of the Philippines. He served as General Counsel of Energy Development Corporation for 13 years, and as Securities Analyst up to Deputy Executive Director of Securities and Exchange Commission for 9 years. He also served Petron Corporation as VP - General Counsel from 2005-2010. Atty. Laurel is also the Corporate Governance Officer of MPIC following his retirement as VP-Legal of the Company from 2010 to 2016. He placed 6th in the 1981 bar. He also has a Master of Laws from Yale University. Officers and Advisors

The following are the names, ages, positions, citizenship and periods of service of the incumbent officers and advisors of the Company:

27

Name

Age

Position

Citizenship

Period during which individual has served

as such Jose Ma. K. Lim 68 President & CEO Filipino March 2006 to present

June Cheryl A. Cabal-Revilla 47

Chief Financial Officer and Chief Sustainability Officer

Filipino December 2020 to present

Melody M. del Rosario 56 Vice President – PR and Corporate Communications

Filipino March 2006 up to present

Maida B. Bruce 47

Vice President – Strategic Finance for Subsidiaries and Affiliates

Filipino November 2009 to present

Karim Manuel Juan G. Garcia 53

Vice President – Business Development

Filipino January 2015 to present

Loudette Anne M. Zoilo 44 Vice-President – Human Resources Filipino February 2018 to

present

Ricardo M. Pilares III 39 Vice President – Legal; Compliance Officer

Filipino February 2018 to present

Melanie Rita G. Bendijo 47 Vice President – Treasury Filipino February 2019 to

present

Maricris A. Ysmael 41 Vice President – Investor Relations Filipino February 2019 to

present

Kristine Pineda-Fragante 33

Assistant Vice-President – Reporting and Financial Planning


Edison R. Mateo 41 Assistant Vice President – Information Technology


Antonio A. Picazo 79 Corporate Secretary Filipino March 2006 up to present

Cristina S. Palma Gil-Fernandez 52

Assistant Corporate Secretary Filipino May 2013 up to present

Jose Jesus G. Laurel 66 Corporate Governance Officer Filipino May 2016 up to present

Ma. Joanna Carmela P. Sanalila 33 Internal Audit Head Filipino October 2019 up to

present

Michael T. Toledo 60 Director for Government Relations and Public Affairs

Filipino December 2020 to present

Marisa V. Conde 50 Vice President – Technical Finance Filipino February 2021 up to

present

Election of Members of the Board There will be an election of the members of the Board of Directors of the Company during the Annual Meeting. In accordance with MPIC’s Revised Manual on Corporate Governance (the “Manual”), the Nomination Committee pre-screened all candidates nominated to become a member of the Board in

28

accordance with the qualifications and disqualifications set forth in the Manual and in the MPIC Guidelines on the Search, Screening and Selection of Directors. The Company has likewise complied with the guidelines on the nomination and election of independent directors set forth in Rule 38 of the Amended Implementing Rules and Regulations of the Securities Regulation Code.

The following are the members of the Nomination Committee: 1. Christopher H. Young (Chairman) 2. Lydia B. Echauz (Voting Member) 3. Edward S. Go (Voting Member) 4. Jose Ma. K. Lim (Non-voting Member)

The following are the nominees to be elected as directors of MPIC for 2021:

1. Albert F. Del Rosario 2. Ray C. Espinosa 3. Ramoncito S. Fernandez 4. Rodrigo E. Franco 5. Oscar J. Hilado (Independent Director) 6. Jose Ma. K. Lim 7. Augusto P. Palisoc Jr. 8. Retired Chief Justice Artemio V. Panganiban (Independent Director) 9. Manuel V. Pangilinan 10. June Cheryl A. Cabal-Revilla 11. Pedro E. Roxas (Independent Director) 12. Francisco C. Sebastian 13. Alfred V. Ty 14. Roberto C. Yap, S.J. (Independent Director) 15. Christopher H. Young

The nominees for Independent Directors have all the qualifications and none of the disqualifications of an Independent Director from the time they were first elected as such. The four (4) independent directors, Mr. Oscar J. Hilado, Retired Chief Justice Artemio V. Panganiban, Mr. Pedro E. Roxas and Mr. Roberto C. Yap, S.J. were nominated by Julio C. Perez, a registered shareholder of the Company who is not a director, officer or substantial shareholder of the Company. Mr. Perez signed the nomination letter and each of Mr. Oscar J. Hilado, Retired Chief Justice Artemio V. Panganiban, Mr. Pedro E. Roxas and Mr. Roberto C. Yap, S.J. accepted his nominations to serve as Independent Director of the Company. Mr. Perez is not related to any of Mr. Oscar J. Hilado, Retired Chief Justice Artemio V. Panganiban, Mr. Pedro E. Roxas and Mr. Roberto C. Yap, S.J. Meritorious Justification The Company’s Revised Manual on Corporate Governance and SEC Memorandum Circular No. 4, Series of 2017 provide that if the Company wants to retain an independent director who has served for nine (9) consecutive years, the Board must provide meritorious justification and advise the shareholders of such justification during the annual shareholders’ meeting. At present, Retired Chief Justice Panganiban has been serving as the Company’s Independent Director for nine (9) consecutive years since 2012.

The proposed retention of Retired Chief Justice Artemio V. Panganiban as an independent director of the Company must be viewed in light of, among others, (1) the unique situation that the COVID-19 pandemic has brought on publicly listed companies, including the Company, and (2) the fact that there are three new nominees as Independent Directors of the Company.

Ret. Chief Justice Panganiban acted as the Company’s Lead Independent Director, and in such role, has effectively served as an intermediary between the Chairman and other Directors. He has also given valuable contributions in his role as the Chairperson of the Corporate Governance Committee and as a member of the Finance Committee. He has also been actively involved in discussions in the meetings of the Board and various committees of the Company, and has shown a deep and extensive knowledge of

29

the Company and its various investments, each of which operates on a different commercial and regulatory framework. Chief Justice Panganiban’s retention as an Independent Director will best serve the interest of the Company and its shareholders given his stature and his unquestioned integrity and probity. His experience as Lead Independent Director of the Company will also help the Company in navigating the changes that have been brought about, and will be brought about, by the COVID-19 pandemic to the Company’s various businesses. Furthermore, his continuing to serve as Independent Director of the Company will complement the other three new nominees for Independent Director, who can gain from Chief Justice Panganiban’s experience, knowledge and insight on the Company and its businesses. Only the nominees whose names appear on the Final List of Candidates are eligible for election as directors (independent or otherwise). No other nominations will be entertained after the preparation of the final list of candidates and no further nominations shall be entertained or allowed during the annual shareholders’ meeting. A brief description of the background and business experiences of the nominees who are likewise incumbent directors/independent directors of the Company are provided in Item 5 above. In addition, the Company provides below the background information of Messrs. Oscar J. Hilado, Pedro E. Roxas and Roberto C. Yap, S.J., who are newly nominated to the Company’s Board of Directors: 1. ROBERTO C. YAP, S.J.

Roberto C. Yap is a Filipino Jesuit priest, economist, and educator, appointed as President of Ateneo de Manila University by the Board of Trustees last August 3, 2019. He assumed office on August 1, 2020.

Fr. Bobby, as he is commonly known, was most recently President of Xavier University – Ateneo de Cagayan (2011-20). Some of the notable events during his term as Xavier Ateneo president was the school's involvement in the recovery and rehabilitation efforts of XU's home city Cagayan de Oro post-Typhoon Sendong; engagement in the rehabilitation of Marawi City; accreditation of its college, junior high, and grade school programs; and numerous infrastructure and campus developments.

Before leading Xavier Ateneo, Fr. Bobby was Province Treasurer of the Jesuit Philippine Province (2007-14); Assistant Professor, Department of Economics at Ateneo de Manila University (2002-11); Research Associate, John J Carroll Institute on Church and Social Issues (2002-11); Province Assistant for Social Apostolate, Jesuit Philippine Province (2004-09); and Environmental Economist at klima-Climate Change Center, Manila Observatory (2002-06).

He was also Acting Director of the Institute on Church and Social Issues (ICSI) (1993); Acting Parish Priest of the Miraculous Medal Parish, Cagayan de Oro (1992); Project Director, ICSI (1988-1992); and an instructor at Ateneo de Manila High School (1980-82).

Fr. Bobby has a PhD in Economics from University College London (2002); a Master in Public Policy from the Kennedy School of Government, Harvard University (1995); MA in Theology and Bachelor in Sacred Theology (STB), summa cum laude, from the Loyola School of Theology (1992); MA in Economics from New School for Social Research (1988); and an AB in Economics (Honors Program), cum laude, from Ateneo de Manila University (1980).

Fr. Bobby entered the Society of Jesus in 1982, and was ordained a priest in 1992.

2. OSCAR J. HILADO Mr. Oscar J. Hilado is currently the Chairman of the Board of the PHINMA Corporation since 2003. He is also Chairman of the Board of PHINMA, Inc., PHINMA Property Holdings Corporation and Union Galvasteel Corporation. Mr. Hilado is also an Independent Director and Chairman of the Audit Committee of A. Soriano Corporation, Philex Mining Corporation, Smart Communications, Inc., Rockwell Land Corporation and Roxas Holdings Inc. He is also a Director of Seven Seas Resort and Leisure, Inc. PHINMA Solar Energy Corporation, Digital Telecommunications Philippines, Inc. (DIGITEL), Manila Cordage Company, Beacon Property Ventures, Inc., Pueblo de Oro Development Corporation, United Pulp and Paper Co., Inc. Phil. Cement Corporation, PHINMA Hospitality Inc., PHINMA Microtel Hotels, Inc., PHINMA Education Holdings, Inc., Araullo University, Inc., Cagayan de Oro College, Inc., University

30

of Iloilo, Inc., University of Pangasinan, Inc., Southwestern University, St. Jude College, Manila; and Pamalican Resort, Inc. Mr. Hilado is a Certified Public Accountant with a Bachelor of Science Degree in Commerce from the De La Salle College in Bacolod and a Master’s Degree in Business Administration from the Harvard Graduate School of Business. 3. PEDRO E. ROXAS Mr. Pedro E. Roxas is currently the Chairman of Roxas Holdings, Inc., Roxas & Company, Inc., Roxaco Land Corporation, Club Punta Fuego, Inc., Fundacion Santiago, and Philippine Millers Association. Mr. Roxas serves as Independent Director of listed companies, PLDT, Inc., Manila Electric Company and Cemex Holdings, Inc., and of non-listed companies namely, Banco de Oro (BDO) Private Bank, MAPFRE Insular Insurance Corporation and Brightnote Assets Corporation. Mr. Roxas is also a trustee of Philippine Business for Social Progress, Roxas Foundation, Inc. and member of the Equestrian Directorate of Manila Polo Club. Mr. Roxas obtained his degree in Business Administration in University of Notre Dame in Indiana, USA. Officers The business experience of each of the officers and executives of the Company (other than the executive directors whose profiles are provided above) for the last five (5) years is as follows.

1. MELODY M. DEL ROSARIO Vice President Public Relations and Corporate Communications Ms. Del Rosario has been with the Metro Pacific Group since 1993 and has over 21 years of experience heading MPIC’s public and media relations, corporate communications, advertising and corporate social responsibility (CSR). In these various capacities, Ms. del Rosario is in charge of strengthening the credibility and corporate public image of MPIC by planning and overseeing the implementation of strategic corporate communication programs, handling reputation and crisis management, as well as working closely with the corporate communication teams and CSR heads of the group. Ms. del Rosario is also the Corporate Information Officer of MPIC for the Philippine Stock Exchange and has recently been promoted President of the MPIC Foundation where she actively implements institutional programs on education, economic empowerment and environmental awareness.

2. MAIDA B. BRUCE

Vice President Strategic Finance for Subsidiaries and Affiliates Ms. Bruce joined MPIC in November 2009 as the Vice President Group Controller and IT Head, where she is responsible for strengthening and overseeing financial reporting, budgeting and forecasting, and systems enhancement processes. In 2017, she was also appointed as Data Protection Officer of MPIC. She is also a director and/or Chief Finance Officer and Treasurer of several subsidiaries of MPIC including MPIC Foundation and Ideaspace Foundation. Prior to joining MPIC, Ms. Bruce was the CFO of the Strategic Landbank Management group and some subsidiaries of Ayala Land, one of the largest real estate developers in the Philippines. She has more than thirteen years of extensive experience in the banking industry under Citigroup Australia and Manila. She was Vice President for Special Purpose Vehicles under the Financial Control Department of Citigroup Australia and has handled several roles and responsibilities also in Citibank Manila. She was part of a pioneer team that implemented, supported and continuously upgraded a proprietary global financial reporting system to multiple countries in the Asia-Pacific region. She started her career as a junior auditor of Ernst and Young in the Philippines. She received her Bachelor of Accountancy Degree from St. Paul College of Manila.

3. KARIM MANUEL JUAN G. GARCIA

Vice President Business Development Mr. Garcia is responsible for business development and integration into Metro Pacific’s businesses. His mandate is to increase shareholder value, by exploring new business ventures,

31

executing the development of Greenfield Projects and Merger and Acquisition (M&A) transactions, especially those with synergies to our existing businesses. As MPIC’s Vice President of Business Development, Mr. Garcia is growing our rail business, advancing our foray into airports, and acquiring both fossil and renewable energy assets. He is also diversifying MPIC’s portfolio into deregulated and scalable infrastructure investments such as organic waste to biogas, and the production and distribution of industrial gases. Furthermore, in January 2021, Mr. Garcia led MPIC’s acquisition of Philippine Coastal Storage & Pipeline Corporation (PCSPC), the largest Independent fuels storage facility, accounting for approximately 38% of the total import terminal storage capacity in the Philippines. Mr. Garcia is a member of the Executive Committee of Light Rail Manila Corporation which owns and operates the Light Rail Transit 1 system and is a Board Member of PCSPC. Concurrently, he is also the CEO of our organic waste to energy Biogas and CO2 company, METPower. Prior to joining MPIC, Mr. Garcia managed the development of several international power projects, with a combined generation capacity of approximately 1000 MW, as well as executed energy venture capital M&A deals in South East Asia. Mr. Garcia holds a Bachelor of Science in Business Administration (BSBA), from the Questrom School of Business at Boston University, and obtained a Masters of Business Administration (MBA) from the Marshall School of Business at the University of Southern California. Mr. Garcia is also an alumnus of the Ateneo de Manila.

4. LOUDETTE ANNE M. ZOILO

Vice President Human Resources Ms. Zoilo joined MPIC in September 2009. She currently heads MPIC’s Human Resources Department and has been instrumental in managing and improving the MPIC organization’s People-Related Organizational Strategies. She brings with her 18 years of Human Resources experience, gained from PricewaterhouseCoopers where she was a Manager of the Global Human Resources Solutions team, an HR Consulting team of the firm which services a vast array of industries including but not limited to, Utilities, Consumer, Banking, Government, NGOs and others. Her project exposure included HR Consulting, Risk Management and Process Improvement projects. She was also part of the management team of Corporate Human Resources Group of Philamlife who oversaw the HR function of almost 21 affiliates where she instituted improvements in policies and procedures of the group. Prior to joining MPIC, she was the HR Head of Jollibee Worldwide Services, a shared-service organization of the Jollibee Group of Companies.

5. RICARDO M. PILARES III Vice President – Legal Compliance Officer Atty. Pilares graduated Valedictorian from the Ateneo Law School in 2006 and passed the Philippine Bar examinations in 2007 with the second highest ranking. He also received the Best Thesis Award from the Ateneo Law School for his thesis entitled “Benevolent Neutrality Theory: Retesting and Redefining the Boundaries of the Free Exercise Clause.” Before joining MPIC in 2010, Mr. Pilares was an associate in ACCRA Law Offices, and subsequently, in Puno Law Offices, where he handled litigation cases and special corporate projects for various clients. He also acts as legal counsel and corporate secretary of MPIC’s various subsidiaries, and has handled most of the Company’s major acquisitions and divestments and PPP projects since joining the Company in 2010. He is also a member of the faculty of Ateneo Law School, teaching Statutory Construction and Conflict of Laws. In 2019, he published his first legal textbook entitled, “Statutory Construction: Concepts and Cases.”

6. MELANIE RITA G. BENDIJO Vice President Treasury

32

Ms. Bendijo has been with Metro Pacific Group since 2004 and has over 14 years of experience in the field of Treasury and Fund Management. She is responsible for the Parent Company’s overall Treasury Operations and Controls. She has been instrumental in various fund-raising activities of the Company’s major investments, including securing a foreign loan to support MPIC’s Don Muang Tollway investment.

7. MARICRIS C. ALDOVER – YSMAEL

Vice President Investor Relations Ms. Maricris Aldover-Ysmael joined MPIC’s Investor Relations team in 2010. Since then, she has been an integral part of the Company’s IR function and was appointed as Head of the department in January 2017. She is responsible for managing relationships with investors and investment analysts; spearheading efforts to align their interests with that of senior management. She provides support to the CEO and CFO and represents MPIC in international investor conferences and roadshows. She also maintains the underlying detailed financial models that drive MPIC’s internal net asset valuation. She has been instrumental in developing the Company’s key messaging points and facilitates events that are designed to keep investors and analysts updated on Company developments, growth opportunities, risks and challenges. Prior to MPIC, Ms. Aldover-Ysmael was an Associate Director in SGV & Co. (Ernst & Young Philippines) specializing in Assurance and Business Advisory Services. She has over 14 years of combined experience in Investor Relations, Finance and External Audit. She holds a Bachelor of Science degree in Accountancy, a Bachelor of Arts degree in Philosophy from De La Salle University - Manila and is a Certified Public Accountant.

8. MARISA V. CONDE

Vice President Technical Finance

Ms. Marisa V. Conde is a licensed Certified Public Accountant in the Philippines, New Jersey and Pennsylvania, U.S.A. She obtained her Bachelor of Science Degree in Business Administration, Major in Accounting from the Pamantasan ng Lungsod ng Maynila and earned her Master in Business Management Degree from Asian Institute of Management thru an SGV & Co. scholarship grant. She joined MPIC on February 1, 2021 as Vice President for Finance. Prior to MPIC, she worked in PLDT Inc. starting 2015 as Financial Planning Head and beginning January 1, 2018, Marisa was appointed as the Wireless Controller and Financial Regulatory and Compliance Head of PLDT. Before joining PLDT she held a finance leadership role in Cignal TV, Inc. and worked at the Big 4 audit firms in the United States and the Philippines, namely: Deloitte & Touche LLP in Parsippany, New Jersey, Ernst & Young LLP in Atlanta, Georgia and at SGV & Co. (EY Philippines).

9. MICHAEL T. TOLEDO

Director for Government Relations and Public Affairs Atty. Michael “Mike” Toledo is currently the head of Government Relations and Public Affairs of the Company. He is also the head of the MVP Group Media Bureau. The Group is involved in telecoms, media, power, water, infrastructure, hospitals, agriculture, and natural resources development. Atty. Toledo writes a regular column in The Philippine Star. He is the Host of One News Channel’s “Titans” on Cignal TV. He was the Chief Operating Officer of Silangan Mindanao Mining Company Inc. (SMMCI), a 2-billion-dollar copper and gold project in Surigao Del Norte and was also the Senior Vice President for Public and Regulatory Affairs of Philex Mining Corp. Atty. Toledo was also the President and CEO of the Manila office of Weber Shandwick, one of the world’s largest and leading full-service public relations firm with offices in every major business and government capital.

33

Atty. Toledo completed a Bachelor of Laws Degree at the University of the Philippines and obtained a Master of Laws degree at the London School of Economics and Political Science as a Chevening Scholar. He was recently given the 2019 Most Distinguished Alumni Award for College of Arts and Sciences by the University of the Philippines Manila Alumni Association (UPMAA) and was named Distinguished Bedan for 2019 in Media and Communications by the San Beda University Alumni Association (SBUAA). In 2018, The University of the Philippines Junior Marketing Association (UPJMA) conferred on him its Leadership Award. He was named 2014 CEO Excel Awardee by the International Association of Business Communicators (IABC) (CEO stands for Communication Excellence in Organizations). He was appointed United Kingdom Education Ambassador to the Philippines. Mike was conferred the Lifetime Achievement Award by the British Government and the British Alumni Association.

10. KRISTINE PINEDA-FRAGANTE

Assistant Vice President Reporting and Financial Planning Ms. Pineda-Fragante has been MPIC’s financial planning head since 2014. She built financial models to assist management in achieving a deeper understanding of the various concession agreements and other revenue-cost structures to further maximize value drivers and make timely, relevant and informed decisions. She has been instrumental in structuring various Parent Company deals, ensuring all aspects enhance company value. Ms. Pineda-Fragante graduated cum laude from De La Salle University Manila in 2008 and placed first in the May 2008 Licensure Examination for Certified Public Accountants. She joined the company as an Investor Relations Specialist in 2009.

11. MA. JOANNA CARMELA P. SANALILA

Internal Audit Head Ms. Sanalila leads MPIC’s internal audit function starting October 2019. Her role involves directing a comprehensive internal audit program, including performance, operational, financial and compliance audit projects and in providing consulting services to MPIC and subsidiaries’ management and staff. She is establishing the MPIC Group Internal Audit Council and serves as a resource to the subsidiaries and affiliates’ audit committees to establish oversight within the Group. She also leads the audit of the MPIC subsidiaries without established internal audit function, including its establishment of internal controls. Ms. Sanalila is a seasoned internal audit professional with more than 10 years of local and international experience. Prior to joining MPIC, she was the Regional Internal Audit Manager for Asia Pacific of WPP, the world’s largest advertising and marketing communications services company. She led financial and operational audits, including other ad hoc assignments such as fraud investigations and system reviews of the operating companies across the region. She was also a Director in SGV & Co. specializing in advisory and risk services where she led various compliance audit engagements, business process reviews, enterprise risk management, Sarbanes Oxley, UK Anti-Bribery Act and US Foreign Corrupt Practices Act compliance projects, and business control transformation projects of various companies across different industries.

12. EDISON R. MATEO

Assistant Vice President Information Technology Mr. Mateo officially joined MPIC in 2012. He currently oversees the IT transition team requirements and leads IT organizations of various industries inclusive but not limited to water, holdings, energy, and real estate. He has been instrumental in trimming down several IT operational expense requirements through group IT initiatives. Mr. Mateo holds a Bachelor of Science degree Major in Computer Science from Adamson University. Prior to joining MPIC, Mr. Mateo held a global IT senior engineer post in a business process outsourcing company.

13. ANTONIO A. PICAZO Corporate Secretary

34

Atty. Antonio A. Picazo is a founding Partner of Picazo Buyco Tan Fider & Santos Law Offices. He serves as a Director and/or Corporate Secretary of several large Philippine corporations, including Metro Pacific Investments Corporation, a position he has held since 2006, and of Philippine Associated Smelting and Refining Corporation. He is currently also a member of the Board of the PGH Medical Foundation and the Gerry Roxas Foundation.

14. CRISTINA S. PALMA GIL-FERNANDEZ Assistant Corporate Secretary Atty. Cristina S. Palma Gil-Fernandez was appointed to the position of Assistant Corporate Secretary of MPIC in May 2013. Atty. Palma Gil-Fernandez graduated with a Bachelor of Arts degree, Major in History (Honors) from the University of San Francisco in 1989, and with a Juris Doctor degree, second honors, from the Ateneo de Manila University in 1995. She is a Partner at Picazo Buyco Tan Fider & Santos Law Offices and has over 20 years of experience in corporate and commercial law, with emphasis on the practice areas of banking, securities and capital markets (equity and debt), corporate reorganizations and restructurings and real estate. She currently serves as a Corporate Secretary of several large Philippine corporations, including three (3) other publicly-listed Philippine corporations.

No Director has resigned or declined to stand for re-election to the Board of Directors since the date of the last annual stockholders’ meeting due to disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company is not aware of any pending case that may materially affect the ability of the nominees to adequately and ably perform their duties as directors of the Company, once elected. The Company has not had any transaction during the last two (2) years in which any Director or Executive Officer or any of their immediate family members had a direct or indirect interest. The incumbent members of the various committees of the Board of Directors are as follows: A. Nominations Committee Chairman: Christopher H. Young Members: Lydia B. Echauz Edward S. Go Jose Ma. K. Lim (non-voting member) Camille Anne C. Sapnu (Committee Secretary) B. Audit Committee Chairman: Edward S. Go Members: Lydia Echauz Francisco C. Sebastian Camille Anne C. Sapnu (Committee Secretary) C. Risk Management Committee Chairman: Lydia Echauz Members: Edward S. Go Alfred V. Ty Camille Anne C. Sapnu (Committee Secretary) D. Compensation Committee: Chairman: Albert F. Del Rosario Members: Lydia B. Echauz Manuel V. Pangilinan Camille Anne C. Sapnu (Committee Secretary) E. Governance and Sustainability Committee Chairman: Artemio V. Panganiban Members: Lydia B. Echauz Edward S. Go Camille Anne C. Sapnu (Committee Secretary)

35

F. Finance Committee Chairman: Lydia B. Echauz Members: Artemio V. Panganiban Edward S. Go Francisco C. Sebastian Jose Ma. K. Lim June Cheryl A. Cabal-Revilla (alternate member) Camille Anne C. Sapnu (Committee Secretary) Except as disclosed in Item 6 below, none of the aforementioned Directors and Executive Officers is covered by a special compensatory plan or arrangement, nor do any of them hold any outstanding warrants or options in respect of the Company or its shares. Other Significant Employees There are no other significant employees of MPIC. Family Relationships There are no family relationships among the significant employees, officers and directors of MPIC. Involvement in Certain Legal Proceedings During the past five (5) years to date, MPIC has not been: (a) involved in any bankruptcy petition; (b) convicted by final judgment; (c) subjected to any order, judgment or decree; and (d) convicted of committing a violation of any Securities or Commodities Law. Item 6. Compensation of Directors and Executive Officers The aggregate compensation paid in 2019 and 2020 and estimated to be paid in 2021, to the officers of the Company is set out below:

Names Position Year Salary Bonus Others Manuel V. Pangilinan Chairman Jose Ma. K. Lim President & CEO David J. Nicol* Chief Finance Officer June Cheryl Cabal-Revilla**

Chief Finance Officer/Chief Sustainability Officer

Maida B. Bruce VP Controller Aggregate for above-named officers

2019 2020 2021 (est.)

122,482,366 120,961,290.00

103,500,000

109,149,653 81,801,212.51

61,000,000

364,135,101 250,297,061.06 34,000,000.00

All Other Directors and Officers as a group excluding the above-named officers

2019 2020 2021 (est.)

51,655,887 69,106,330.00 58,000,000.00

37,891,822 48,237,508.60 34,000,000.00

120,725,094 2,888,713.12 2,400,000.00

*Retired November 30, 2020 **Appointed December 1. 2020 The above executive officers are covered by standard employment contracts and employees’ retirement plan and can be terminated upon appropriate notice. Non–executive directors are entitled to a per diem allowance of P=100,000 for each attendance in the Company’s regular Board meetings and P=50,000 for each attendance in the Company’s special Board meetings and Committee meetings. The Company’s By-Laws provide that, additionally, an amount equivalent to 1 percent (1%) of net profit after tax shall be allocated and distributed amongst the directors of the Company who are not officers thereof or of any of its subsidiaries or affiliates, in such manner as the Board may deem proper. Other than the foregoing and the Restricted Stock Unit Plan discussed below, there are no other special

36

arrangements pursuant to which any director was compensated in his/her capacity as director of the Company. The aggregate number of options awarded to the Directors and Executive Officers are set out below:

Names Position Amount of Options

Date of Grant of the Options

Exercise Price

Market Price on the Date of Grant

Expiration Date

Manuel V. Pangilinan Jose Ma. K. Lim David J. Nicol* Edward A. Tortorici* Augusto P. Palisoc, Jr. Ramoncito S. Fernandez Antonio A. Picazo Edward S. Go Artemio V. Panganiban Lydia B. Echauz Washington Z. SyCip3 Robert C. Nicholson* Ray C. Espinosa Maida B. Bruce Melody M. del Rosario Jose Jesus G. Laurel Santhea V. delos Santos** Loudette Anne M. Zoilo Ricardo M. Pilares III Melanie Rita G. Bendijo Armin F. Tulio-Uy** Maricris C. Aldover-Ysmael

Chairman President/CEO CFO / Director Executive Advisor Director Director Corp. Sec. Ind Director Ind Director Ind Director Ind Director Director Director Vice President Vice President Corporate Governance Officer Asst. Vice President Vice President Vice President Vice President Asst. Vice President Vice President

Aggregate for above named directors/officers

43,500,000 43,500,000 59,500,000 10,000,000

3,000,000 109,500,00

0

12/09/08 03/10/09 07/02/10 12/21/10 04/12/11 10/14/14

P=2.12 P=2.73 P=2.73 P=3.50 P=3.66 P=4.60

P=2.10 P=2.70 P=2.65 P=3.47 P=3.70 P=4.59

Jan. 2, 2013 March 10, 2013

July 2, 2015 Dec. 21, 2015 April 14, 2016

October 14, 2018

Others 17,500,000 19,425,245 34,800,000 1,000,000

2,500,000

12/09/08 03/10/09 07/02/10 03/08/11 10/14/14

P=2.12 P=2.73 P=2.73 P=3.53 P=4.60

P=2.10 P=2.70 P=2.65 P=3.53 P=4.59

Jan. 2, 2013 March 10, 2013

July 2, 2015 March 8, 2016

October 14, 2018 *Retired **Resigned Under the terms of the first grant, fifty percent (50%) of the first tranche granted (61,000,000 option shares) vested on January 2, 2009 and the remaining fifty percent (50%) of said first tranche vested on the first (1st ) anniversary of the initial vesting date for such tranche or January 2, 2010. On the other hand, fifty percent (50%) of the second tranche granted (62,925,245 option shares) vested on March 10, 2009 and the remaining fifty percent (50%) of said second tranche likewise vested on the first (1st ) anniversary of the initial vesting date for such tranche or March 10, 2010. Grantees of said options may

3 Mr. Washington Sycip passed away on October 8, 2017.

37

exercise in whole or in part their respective options at any time after vesting but prior to the expiration of three (3) years after all of the option shares for such tranche have vested. A second grant was issued on July 2, 2010 covering a total of 94,300,000 options, of which 62,500,000 options were granted to MPIC directors and officers while 31,800,000 were granted to certain key personnel of MPIC’s subsidiaries and affiliates. Of the 62,500,000 options granted, 50% vested on January 1, 2011 and the remaining 50% vested on January 1, 2012. Of the 31,800,000 granted, 30% vested on July 2, 2011, 35% vested on July 2, 2012 and the remaining 35% vested on July 2, 2013. Options granted under this grant may be exercised at any time after vesting but prior to expiration on July 2, 2015. A third grant was subsequently issued on the following dates: (a) 10,000,000 option shares was granted to an executive officer of an MPIC subsidiary of which 30% vested on August 1, 2011, 35% vested on August 1, 2012 and 35% vested on August 1, 2013; (b) 1,000,000 option shares was granted to senior management of an MPIC subsidiary of which 30% vested on March 8, 2012, 35% vested on March 8, 2013 and 35% vested on March 8, 2014; and (c) 3,000,000 option shares was granted to an MPIC officer of which 50% vested on April 14, 2012 and the remaining 50% vested on April14, 2013. Options granted under this tranche may be exercised at any time after vesting but prior to expiration of a period of five years from grant date. A fourth grant was issued on October 14, 2013 covering a total of 112,000,000 options were granted to MPIC directors and officers and certain key personnel of MPIC’s subsidiaries and affiliates. Of the total 112,000,000 options granted, 50% vested on October 14, 2014 and the remaining 50% vested on October 14, 2015. Options granted under this grant may be exercised at any time after vesting but prior to expiration on October 14, 2018. The foregoing options were granted pursuant to, and subject to the terms and conditions provided in, the Executive Stock Option Plan of the Parent Company, as amended (the “Plan”). The procedure for the exercise of such options is as set forth in the Plan. Long-term Incentive Plan (LTIP) Certain of the Company’s employees are eligible for long-term employee benefits under a long-term incentive plan. The liability recognized on the LTIP comprises the present value of the defined benefit obligation and was determined using the projected unit credit method. Each LTIP performance cycle generally covers 3 years with payment intended to be made at the end of each cycle (without interim payments) and is contingent upon the achievement of an approved target core income of the Company by the end of the performance cycle. Each LTIP performance cycle, upon endorsement of the Compensation Committee, is approved by the respective board of directors of the entities of the Company. To fund the LTIP programs for each cycle, MPIC enters into Investment Management Agreement (IMA) with a Trustee Bank. The LTIP fund will continue to accumulate until the LTIP target payout. The investment portfolio of IMA is limited to the following: securities issued, directly or indirectly, or guaranteed by the government; and time deposit and money market placements issued by any of the top ten (10) banks in the Philippines. Restricted Stock Unit Plan (RSUP) LTIP Cycle 2016 to 2018. On July 14, 2016, the Compensation Committee of MPIC approved the RSUP as part of MPIC’s LTIP. The RSUP, which has a validity period of ten years, replaced the Company’s ESOP, which expired in 2019. The RSUP is designed, among others, to reward the Directors and certain key officers of MPIC who contribute to its growth to stay with MPIC for the long-term. Under the RSUP, which shall have a cycle of three (3) years (starting 2016 for the LTIP cycle covering 2016 to 2018), MPIC, at its cost will reacquire MPIC common shares to be held as treasury shares and reserved to be transferred to the Directors and key officers determined by the Committee to be eligible to participate under the RSUP. Vested shares will be transferred in the name of the eligible participants on full vesting date, at no cost as provided under the RSUP.

38

The RSUP also limits the aggregate number of shares that may be subject to award to no more than three percent (3%) of the outstanding common shares of MPIC. A cumulative total of 26.7 million MPIC common shares had been acquired to cover the total shares expected to be granted to the directors and key officers of the Company. The shares in relation to the 2016-2018 RSUP were issued to the grantees in June 2019. LTIP Cycle 2019 to 2021. On January 31, 2020, the Compensation Committee approved MPIC’s LTIP covering cycle 2019 to 2021. MPIC’s LTIP comprises of cash incentives and share award. The Company shall secure exemption ruling from the SEC on the share award, which is necessary for the Company to reacquire MPIC common shares in the market. Item 7. Independent Public Accountants The auditing firm of SGV & Co. is being recommended for re-appointment as external auditor for the current year.

Representatives of the said firm are expected to be present during the annual shareholders’ meeting and will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

During the Company’s three most recent fiscal years or any subsequent interim periods including until February 28, 2021 there was no instance where the Company’s public accountants resigned or indicated that they decline to stand for re-election or were dismissed nor was there any instance where the Company had any disagreement with its public accountants on any accounting or financial disclosure issue. The 2020 audit of the Company is in compliance with paragraph (3)(b)(ix) of the Securities Regulation Code Rule 68, as amended, which provides that the external auditor should be rotated, or the handling partner changed, every five (5) years or earlier. The policies and procedures undertaken by the external auditor in their audit of the Company were approved by the Company’s Audit Committee. Tax Fees and Other Fees For the fiscal years 2020, 2019 and 2018, SGV billed MPIC the following amounts:

i. Type of Service Nature of Service 2020 2019 2018 Audit and Audit related fees

Audit of registrant’s annual financial statements and review of quarterly results

26,500,000 26,500,000 25,0600,000

Non-Audit Fees Financial accounting and advisory services for a bid project

3,642,000 860,795 4,100,000

Financial and Tax Due Diligence

20,756,400 - -

Agreed Upon Procedure

201,600 3,250,000

700,000

Tax Advisory services

- 1,600,000 700,000

C. OTHER MATTERS Action with Respect to Reports The following reports/minutes of meeting will be submitted for approval/confirmation by the stockholders: 1. President's Report and the Annual Report for the year 2020. 2. Audited Financial Statements for the year 2020.

39

3. Minutes of the Annual Meeting of the Stockholders held on 29 May 2020, which records the approval and/or ratification by the stockholders of the following matters: (i) Management’s Report and the Annual Report of the Company for the year 2019; (ii) the audited financial statements as of December 31, 2019; (iii) the ratification of acts of the Board of Directors and Management during the year 2019; (iv) the election of the members of the Board of Directors (including the Independent Directors) of the Company; and the appointment of the external auditor. A copy of said minutes is annexed to this Information Statement as Annex "B".

Other Proposed Actions 1. Ratification of all acts and resolutions of the Board of Directors and Management for the year 2020

as set forth in the minutes of the meetings of the Board of Directors held during the same period and in the disclosures that have been duly filed with the SEC and the PSE. These include, without limit, resolutions approving and/or ratifying the following:

(i) Approval of the establishment of Finance Committee; (ii) Approval of the Investment Agreement for the establishment of a real estate joint venture; (iii) Approval of the declaration of dividends in favor of stockholders of record of the

Corporation as of March 12, 2020; (iv) Approval of the implementation of the Share Buy-back program of up to Php

5,000,000,000; (v) Approval of the application for license and permit with Optical Media Board (OMB); (vi) Approval of the holding of the annual general meeting of the stockholders of the

Corporation on May 29, 2020 via remote communication or voting in absentia, as well as voting via proxies.

(vii) Approval of the various report of the Board Committees; (viii) Application for the opening of brokerage account with First Metro Securities Brokerage

Corporation; (ix) Application of the opening of Long Term Incentive Plan Fund (“LTIP Fund”); (x) Approval of the unaudited financial statements of the Corporation for the period ended

December 31, 2019 and March 31, 2020; (xi) Approval of the transaction with Sumitomo Corporation relating to MPLRC; (xii) Approval of the transfer of Metro Pacific Light Rail Corporation (“MPLRC”) shares to

Sumitomo Corporation; (xiii) Approval of the unaudited financial statements of the Corporation for the period ended

June 30, 2020; (xiv) Approval of the declaration and distribution of the interim dividends for 2020; (xv) Approval of the unaudited financial statements of the Corporation for the period ended

September 30, 2020; (xvi) Approval of the proposed acquisition by the Corporation of an interest in Philippine

Coastal Storage and Pipeline Construction (“PCSPC”) in partnership with Keppel Infrastructure Trust;

(xvii) Approval of the retirement of Mr. David J. Nicol; (xviii) Approval of the nomination and election of Ms. June Cheryl Cabal-Revilla as member of

the Board of Directors effective December 1, 2020, and her appointment and designation as Chief Financial Officer and Chief Sustainability Officer effective December 1, 2020;

(xix) Approval of other resolutions related to the operations of the Corporation, such as, the purchase and sale of vehicles, compliance with the regulating agencies such as SEC and PSE, opening and updating bank accounts, availment of bank facilities and services, designation of authorized signatories for various transactions, and designation of authorized individuals responsible for procuring permits and licenses.

2. Election of the members of the Board of Directors, including the Independent Directors, for the

ensuing calendar year. 3. Election of External Auditor.

Voting Procedures Manner of voting Summary:

40

a) Each stockholder shall be entitled to one vote for each common or preferred “A” share.

b) The items in the agenda require the affirmative vote of the stockholders entitled to vote

representing a majority or two thirds (as the case may be, as required by law) of the outstanding capital stock of the Company.

c) In the election of directors, each stockholder entitled to vote may cumulate and distribute his/her votes in accordance with the Corporation Code of the Philippines.

d) In order to ensure the safety and welfare of our directors, management and shareholders and taking into account the recent regulations issued in light of the COVID-19 situation, the Company will dispense with the physical attendance of stockholders at the 2021 annual meeting of the stockholders and will allow attendance only by remote communication and by voting in absentia or voting through the Chairman of the meeting as proxy.4

e) Shareholders must notify the Company of their intention to participate in the meeting by remote

communication to be included in the determination of quorum.

f) A shareholder may vote electronically through the Electronic Voting System at https://conveneagm.com/ph/mpicagm, subject to validation procedures. A shareholder voting electronically shall be deemed present for purposes of quorum.

g) Proxies shall be in writing, signed and filed by the shareholder, in the form provided in this Information Statement, and shall be received by the Office of the Assistant Corporate Secretary on or before May 21, 2021.

h) All votes received shall be tabulated by the Office of the Corporate Secretary with the assistance of the Company’s stock transfer agent. Inspectors from an independent third party appointed by the Board will also validate the results of voting. The Corporate Secretary shall report the results of voting during the meeting.

i) The detailed instructions for participation through remote communication are set forth in Annex “A” – Requirements and Procedures for Electronic Voting in Absentia.

In all items for approval, except in the election of directors, each share of stock entitles its registered owner to one vote.

For the purpose of electing directors, a shareholder may vote such number of his/her shares 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/her shares shall equal, or he/she may distribute them in the same principle among as many candidates as he/she sees fit.

The Corporate Secretary will be responsible for counting votes based on the number of shares entitled to vote owned by the stockholders who are participating in the meeting by remote communication and are voting in absentia or represented by proxies. A preliminary count of the votes cast during the shareholders’ meeting may be viewed in the Website, where the proceedings will be broadcasted, subject to the verification of the final tally of the votes by the independent tabulator. Voting requirements

(a) With respect to the election of directors, candidates who received the highest number of

votes shall be declared elected. (b) With respect to the adoption of the Audited Financial Statements for the year ended

December 31, 2020, as well as the approval or ratification of the other actions set forth under the heading “Other Proposed Actions” above (other than the actions requiring the

4 The Company’s Board of Directors issued a resolution on March 03, 2021 allowing stockholders to participate in the stockholders’ meeting through remote communications or other alternative modes communication, and for this purpose, such remote or in absentia participation shall be considered in the determination of quorum. The 2021 Shareholders’ Meeting of the Company shall be held in virtual format.


41

amendment of the articles of incorporation of the Company), the vote of majority of the outstanding capital stock entitled to vote and represented in the meeting is required to approve such matters.

(c) The Amendment of Articles of Incorporation of the Company, if any, will require the

affirmative vote of the shareholders representing at least 2/3 of the outstanding capital stock entitled to vote and represented in the meeting.

Method of counting votes The Corporate Secretary will be responsible for counting votes based on the number of shares entitled to vote owned by the stockholders who are participating in the meeting by remote communication and are voting in absentia or represented by proxies at the Annual Meeting of the shareholders.

E. FINANCIAL AND OTHER INFORMATION Financial Statements The audited consolidated financial statements of the Company as of December 31, 2020 will be attached to this Information Statement upon filing. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of the Financial Condition and Results of Operation of the Company as of 31 December 2020 will likewise be attached to this Information Statement upon filing. Required Schedules The Schedules required under Part IV(c) of SRC Rule 68 will be included in the Annual Report (Form 17-A) of the Company.

(Signature page follows.)

42

UPON THE WRITTEN REQUEST OF A STOCKHOLDER, THE COMPANY UNDERTAKES TO FURNISH SAID STOCKHOLDER A COPY OF SEC FORM 17-A FREE OF CHARGE, EXCEPT FOR EXHIBITS ATTACHED THERETO WHICH SHALL BE CHARGED AT COST. ANY WRITTEN REQUEST FOR A COPY OF SEC FORM 17-A SHALL BE ADDRESSED AS FOLLOWS:

Metro Pacific Investments Corporation 10th Floor, MGO Building, Legazpi corner

Dela Rosa Streets, Legazpi Village, Makati City, 0721 Philippines

Attention: MELODY M. DEL ROSARIO

SIGNATURE PAGE

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 the 6th day of April 2021.

METRO PACIFIC INVESTMENTS CORPORATION

By:

_____________________________ RICARDO M. PILARES III Vice President for Legal/Compliance Officer

43

ANNEX “A”

METRO PACIFIC INVESTMENTS CORPORATION VIRTUAL ANNUAL STOCKHOLDERS’ MEETING

REQUIREMENTS AND PROCEDURES

FOR ELECTRONIC VOTING Please be advised that the Annual Meeting of the shareholders of METRO PACIFIC INVESTMENTS CORPORATION will be held on Friday, May 28, 2021, at 11:00 a.m. In order to ensure the safety and welfare of our shareholders in light of the COVID-19 situation, the Company will dispense with the physical attendance of stockholders at the meeting and will allow attendance only by remote communication and by voting in absentia, or voting through the Chairman of the meeting as proxy. Registration Period Registration to vote in absentia or via an absentee ballot may be made through the Company’s Electronic Voting System at https://conveneagm.com/ph/mpicagm (the “Website”) from 9:00 a.m. of April 28, 2021 until 5:00 p.m. of May 21, 2021 (the “Registration Period”). Beyond this time and date, a shareholder may no longer be allowed to participate in the Annual Meeting of the shareholders. Registration Requirements The following are needed for the online registration:

For individual Shareholders

1. Full name; 2. Valid and current email address; 3. Valid and current contact number, including the area code (landline or mobile number); 4. Citizenship/Nationality; and 5. Digital copy of the shareholder’s valid government-issued ID (in JPG format).

For corporate Shareholders 1. Secretary’s certificate or equivalent document (in case of a non-resident stockholder)

attesting to the authority of the representative to vote for and on behalf of the corporation;

2. Full name of the shareholder’s Authorized Representative; 3. Valid and current email address of the shareholder’s Authorized Representative; 4. Valid and current contact number, including the area code (landline or mobile number)

of the shareholder’s Authorized Representative; 5. Citizenship/Nationality of the Authorized Representative; and 6. Digital copy of the valid and unexpired government-issued ID of the Authorized

Representative (in JPG format).

For Stockholders under Broker Accounts (PCD Nominees)


44

1. A broker’s certification on the shareholder’s number of shareholdings (in JPG format) as

of record date (April 28, 2021); 2. Full name of the shareholder; 3. Valid and current email address; 4. Valid and current contact number, including the area code (landline or mobile number); 5. Citizenship/Nationality; and 6. Digital copy of the shareholder’s valid and unexpired government-issued ID (in JPG

format). Online Registration Procedure

1. Log in into the Electronic Voting System at the Website by clicking “Register Now”. Please ensure that you have prepared the necessary information and requirements.

2. Enter the information required in the respective fields and upload the supporting documents.

3. Read the Agreement and Data Privacy Consent in the Website. If you agree to its terms, please check the box signifying your consent to the processing of your personal information which shall be used only for purposes of the Annual Meeting of the stockholders.

4. When all information and documents have been uploaded, please click the “Continue” button.

5. Upon verifying your submitted information, click the “Submit Registration” button. 6. Confirm your email address upon receiving a verification email. Upon verification, create

your own password to complete your registration and sign in to the Website.

Reminders:

• A shareholder’s online registration cannot be completed if any of the mandatory requirements are not submitted.

• Only shareholders who submitted the complete requirements thru the Website by May 21, 2021, 5:00 P.M., are entitled to participate in the Annual Meeting of the Company’s Shareholders.

• Please take note of your password and keep them in a safe place.

• In case of any issues relating to your registration in the Website, or in case you lost your password, please send an email to [email protected].

Verification of Stockholder Registrations The Company or its stock transfer agent shall verify the information and details submitted through the Electronic Voting System, starting on April 28, 2021. After verification of complete submission of the required information and documents, the stockholder shall receive an e-mail through the stockholder’s registered e-mail address confirming registration. Please send an email to [email protected] in case you have not received any notification by May 27, 2021. Conduct of the Annual Meeting



45

The Annual Meeting of the stockholders shall be broadcasted online. The procedure for online voting shall be posted on the Website and will be available to the stockholders who successfully registered during the Registration Period. Data Privacy Each individual stockholder’s (or that of the corporate stockholder’s Authorized representative) data will be collected, stored, processed and used exclusively for the purposes of the Annual Meeting of the stockholders. Personal information will be processed in accordance with the Philippine Data Privacy Act of 2012 and applicable regulations. The detailed data privacy policy of the Company may be accessed in the Website.

MINUTES OF THE VIRTUAL ANNUAL MEETING OF THE STOCKHOLDERS OF

METRO PACIFIC INVESTMENTS CORPORATION 29 May 2020, 11:00 a.m.

Via https://mpivote-agm.com

TOTAL ISSUED AND OUTSTANDING SHARES: 40,483,961,071

TOTAL NUMBER OF SHARES PRESENT OR REPRESENTED IN THIS MEETING: 32,709,491,028

INTRODUCTION

The Chairman welcomed everyone to the first virtual Annual Stockholders’ Meeting (ASM) of the Company. He noted that the decision to hold the ASM in virtual format was primarily made to ensure everyone’s safety amidst the COVID-19 pandemic and he stressed that the same is consistent with best practices, at significant cost savings.

With the view of ensuring that the ASM is as inclusive as possible, the Chairman informed the shareholders that they may submit their questions by email to [email protected] or by typing down queries through the space provided in the dashboard for those who are registered in the MPI voting in absentia system.

The Chairman then introduced the following current members of the Board of Directors who are likewise the nominees to the Board of Directors for 2020-2021, and who were present in the meeting:

1. Ms. Lydia B. Echauz – Independent Director2. Mr. Edward S. Go – Independent Director3. Chief Justice Artemio V. Panganiban – Lead Independent Director4. Mr. Augusto P. Palisoc Jr - Director5. Mr. Ray Espinosa – Director6. Mr. Ramoncito S. Fernandez –Director7. Mr. Christopher H. Young - Director8. Mr. Rodrigo E. Franco - Director9. Mr. Albert F. Del Rosario – Director10. Mr. Francisco C. Sebastian - Director11. Mr. Jose Jesus G. Laurel – Corporate Governance Officer12. Mr. Alfred V. Ty –Director13. Mr. David J. Nicol – Executive Director14. Mr. Jose Ma. K. Lim – Executive Director15. Mr. Manuel V. Pangilinan – Chairman of the Board

ANNEX "B"

https://mpivote-agm.com/


Minutes of the Annual Meeting of the Stockholders of Metro Pacific Investments Corporation

held on 29 May 2020

2

CALL TO ORDER The Chairman called the meeting to order and requested the Corporate Secretary to report on the service of and existence of a quorum at the meeting. CERTIFICATION OF NOTICE AND QUORUM The Corporate Secretary, Mr. Antonio A. Picazo, certified that notices of the ASM of the Company, together with the agenda, were initially published in Philippine Star, Manila Standard and Philippine Daily Inquirer on April 14, 2020. In compliance with the SEC Notice dated April 20, 2020, revised notices were likewise published: (i) in print format of the Philippine Star and Philippine Daily Inquirer on April 28 and April 29, 2020, respectively, and (ii) through a digital print copy of the Manila Standard on April 29, 2020. The Corporate Secretary further certified that based on the Company’s online registration system as of May 28, 2020, there are represented in the meeting, in person, through remote communication or in absentia or by proxy, shareholders owning 32,709,491,028 shares representing 80.79% of the total issued and outstanding capital stock of the Company and that there was, therefore, a quorum to transact business in the meeting. The Corporate Secretary noted that the number of shares represented in the meeting was separately reviewed and confirmed by an independent tabulator, Mr. Allan Ocho of SGV & Co., who was in attendance during the virtual ASM of the Company. Based on the certification by the Corporate Secretary on the existence of a quorum, the Chairman declared the meeting duly convened and open for business. As requested by the Chairman, the Corporate Secretary confirmed that the shareholders have been informed on the manner of voting for the ASM, details of which were provided on pages 39 and 40 of the Definitive Information Statement. In particular, the Corporate Secretary noted that shareholders may vote by either:

i. Submitting a proxy in writing, in the form provided in the Information Statement, signed

and filed by the stockholder on or before May 22, 2020; or

ii. Voting electronically, through the Company’s Electronic Voting in Absentia System at https://mpivote-agm.com, in both cases, subject to validation procedures.

The Corporate Secretary further noted that the registered stockholders attending the meeting can view the actual count of the votes cast on the agenda items in the website that they are using to view the ASM proceedings. Following the explanation from the Corporate Secretary, the Chairman reiterated that all registered MPI shareholders may vote their shares online at any time during the meeting prior to the closing of the polls. He further noted that as communicated in the Definitive Information Statement that was made available through the Company’s website and the PSE Edge portal, there will be six (6)



held on 29 May 2020

3

matters to be acted upon by the shareholders. The Chairman then informed the shareholders that as of the morning of the ASM, more than a majority of the total outstanding voting stocks have cast their votes in favor of the specified agenda items, including the election of the 15 nominees to the Board of Directors, and that the final tabulation of the actual votes cast in favor of each of the agenda items shall be reflected in the minutes of the stockholders' meeting and in the relevant disclosures to be filed by the Company with the Securities and Exchange Commission and the Philippine Stock Exchange, after the same has been reviewed and verified by the Company’s independent tabulator. APPROVAL OF THE MINUTES OF THE ANNUAL MEETING OF STOCKHOLDERS HELD ON 27 MAY 2019 The Chairman informed the stockholders that the first item in the agenda is the approval of the minutes of annual meeting of the shareholders held last year, a copy of which was sent to all stockholders of record, together with the Definitive Information Statement that had been distributed to the shareholders. Considering that the Chairman, representing more than a majority of the entire outstanding voting stocks of the Corporation voted in favor of the matter, the minutes of the annual meeting of stockholders dated 27 May 2019 was duly approved. As tabulated by the Company's independent tabulator, the votes on the motion for the approval of the minutes of the annual meeting of the stockholders held on 27 May 2019 were as follows: Yes/For No/Against Abstain Approval of the minutes of the annual meeting of stockholders held on 27 May 2019

32,515,890,528 0 193,600,500

PRESIDENT'S REPORT The President and Chief Executive Officer, Mr. Jose Ma. K. Lim, provided the highlights of the Metro Pacific Investments Group’s financial condition and results of operations for the year 2019. Among the salient points of his report are as follows:

(i) Full Year (“FY”) 2019 core income increased by 4% to Php 15.6 Billion capping a decade of uninterrupted earnings growth.

(ii) The President reported the progress on expansion and regulatory matters. For Meralco: 1. Commencement of operations in September 2019 of the San Buenaventura Power Limited, the most advanced coal-fired power plant in the Philippines which is the first in the country to use high efficiency, low emission technology; and 2. Completion of electrification projects and increased substation capacity.


held on 29 May 2020

4

(iii) MPTC opened four new toll roads, which include (1) NLEX Harbor Link Segment 10 (5.8 km), (2) Cavitex C5 Link Expressway (2.2 km), (3) Cavite-Laguna Expressway (10.7 km), and (4) NLEX C3-210 (2.6 km).

(iv) Maynilad began operations of Putatan Water Treatment Plant 2 with an additional 150

MLD capacity that will help augment water supply in anticipation of growing water demand. Metro Pacific Water also commenced operations in Iloilo City and Phu Ninh, Vietnam.

(v) Metro Pacific Hospital Holdings, Inc. completed a Php 30.1 Billion transaction with

KKR & Co., which eased funding concerns at MPIC parent level, and provided the Hospital Group with a long-term supportive shareholder to continue the development of the business.

(vi) The Company also completed the sale of 19.2% economic interest in Light Rail Manila

Corporation (LRMC) in favor of Sumitomo Corporation, an experienced global rail investor, which will provide further operational efficiencies and future development opportunities for LRMC.

(vii) The President likewise provided a summary of the impact of COVID-19 to the MPIC

Group and noted that the operating performance of various subsidiaries for Q1 2020 has been significantly lower than the average performance for the cycle, with some exhibiting a noted decline from Q1 2019 numbers.

(viii) For power distribution, Meralco’s Q1 2020 volume merely increased by 5% over 2019

numbers. For the month of April 2020, approximately 33% of energy sales was based on immediately preceding 3 months average consumption, and the volume sold in April 2020 declined by 26%.

(ix) For power generation, volume sold in Q1 2020 increased by 16% over the same period

last year. The minimal impact on the operation of Global Business Power was due to the fact that Visayas ECQ was implemented on the latter part of March. Notably, volume sold slightly increased by 2% in April 2020.

(x) Average Daily Vehicles pertaining to Toll Roads operation both in the Philippines and

other regional operations, exhibited a decline of 6% and 10% respectively as compared to 2019 numbers. The full-month effect of ECQ in April 2020 Philippine operation resulted in 84% decline in Traffic. The traffic volume pre-ECQ was approximately 530,000; a sharp contrast with the 57,000 volume during ECQ. Traffic likewise declined by 57% in April 2020 for regional toll roads operation.

(xi) Maynilad’s billed volume for Q1 2020 exhibited a meager increase of 2% over Q1 2019

billed volume. For the month of April 2020, the billed volume went down by 7%. The billed volume was based on previous 6 months average consumption.


held on 29 May 2020

5

(xii) Average Daily Ridership for LRT1 Q1 2020 operation declined by 9% over 2019 numbers. The daily ridership prior to suspension of operation was at 358,000.

(xiii) Occupancy rate for the Hospitals Group likewise exhibited a decline of 17% in Q1 2020

as compared to the same period in 2019. The average bed occupancy rate pre-ECQ was at 65%, and the same went down to 27% in April 2020. Notably, such April 2020 percentage is 67% lower compared to the average bed occupancy for January and February of this year.

(xiv) The President also provided the Company’s outlook on dividend income expectation

and dividend pay-out. He noted that Maynilad is assumed to be unable to pay dividends pending the outcome of the Concession Agreement review and that Meralco and Metro Pacific Tollways are likely to pay lower dividends as a result of the quarantine and other consequences of the COVID-19 outbreak. He however noted that the Company is in a strong position to maintain dividend per share at the same level as for 2019, despite a likely substantial fall in profitability in the second quarter.

(xv) Lastly, he highlighted the Company’s priorities in the following order: (1) Staff

Welfare, (2) Service Execution, (3) Cash Preservation, and (4) Profitability. Following the President’s report, the Chairman then requested the meeting moderator, Ms. Maricris Aldover-Ysmael, to read the questions that were received by the Company either by email to [email protected] or through the AGM portal at https://mpivote-agm.com. The first set of questions was from Mr. Ricky Cantre who initially noted ERC’s decision to give more time to customers to pay their Meralco bills and proceeded to ask the following: (i) What has been the impact on Meralco’s cashflows as of today? (ii) What is the projected impact on cashflows going forward? (iii) How will this affect Meralco’s investment plans? The Company’s CFO, Mr. David Nicol, answered that the Company understands that the accommodation afforded by the ERC was meant to give customers time to cope with the transition that we have all gone through. However, he noted that the ERC has also allowed the distribution utilities to pay the generators in a pattern that matches the extensions granted to Meralco’s customers. As such there is no undue net cash strain on Meralco other than from generally lower volumes. In terms of Meralco’s investment plans, Mr. Nicol noted that the Board and management are currently working on forming a view on the likely shape of economic recovery and long-term demand rather than the immediate short-term impact of the ECQ. He closed by saying that the Company remains to be optimistic on that, both on the renewables perspective and traditional fuel. On the topic of power generation, additional questions from the same shareholder were read by the moderator as follows: (i) What are MPIC's investment plans with regard to renewables? (ii) Is it correct to say that MPIC's power investments are focused on coal? Mr. Lim answered by noting that coal is viewed as a short-term solution to the expected increase in power demand in the country, and that the Company is currently reviewing its coal portfolio and consulting with industry experts on fuel strategies. He noted that they are seeing significant opportunities in the renewables sector. As an example, he noted that Meralco is currently in negotiation with two solar projects in Luzon and it has a pipeline of almost 1-GW of renewable projects which would cover




held on 29 May 2020

6

wind, solar and hydro. Global Business Power itself has a 700 million-MW pipeline, that is also solar and hydro. At MPIC level, he noted the Company’s 5.7-MW biogas project with Dole which is incidentally awarded a subsidy from the Japanese government covering half of the capital expenditure for the project. Also, he noted that the Company has received an approval for the integrated waste to energy project in Quezon City. The same has already gone through a Swiss Challenge but the Company is still trying to work out the final details with the new Quezon City administration. Next question was on the status of the share buy-back program. Such question was posted by MPI stockholder, Ms. Kara Mae Noveda. Mr. Nicol answered that in order to preserve cash while ECQ is ongoing, the Company decided to suspend its share buy-back program indefinitely. Such program was supposed to run for three months and that period ended last May 26, 2020. As such, the Company will need to secure another board resolution should it decide to reinstate the program in the future. However, at this time, the Company’s priority is on being able to support its operating subsidiaries as they may need additional capital for expansion. He expressed the Company’s hope to get back as quickly as possible to the Capex Budget that the Company originally had for essential projects early on in the year. MPI stockholder, Ms. Virginia Gapuz inquired as to the Company’s expectations on the review of the Maynilad concession agreements, to which the President replied by explaining that the Company is aware that the committee tasked to amend the concession agreement - which is composed of the Department of Finance, Department of Justice, Office of the Solicitor General, Office of the Government Corporate Counsel, and the Bases Conversion Development Authority - have been in meetings with the Asian Development Bank that has been appointed as advisor to the committee. He noted further that they are currently in the process of finalizing their position which they will present to the President and the Company is expecting that by first half of June, the Company will receive a set of terms for consideration and that will commence discussion between parties. He also added that the Company is quite optimistic because of the recent statement of the President that is relatively more friendly towards the concessionaires. Lastly, MPI stockholder, Mr. Rey Angelo Despi inquired if the Company foresees the recent statement of the President as a sign of the Company’s improving relationship with the government. The Chairman noted that the Company, including its Board and Management, welcome the President’s warmer sentiment and are very grateful for it, especially with regard to the Maynilad concession agreement. He noted however that Company and its relevant subsidiary will try to respond and accommodate the President’s concerns about certain items in the current concession agreement. He noted that it is important for the parties to agree on the amendments that the government wants to see. He noted that the Company’s focus now is on how they can help the government and the country deal with the COVID-19 crisis. He closed by saying that the Company is doing its best, by first and foremost, ensuring continuity in the essential services that it provides, through its various operating subsidiaries. Considering that the Chairman, representing more than a majority of the entire outstanding voting stocks of the Corporation voted in favor of the matter, the President’s report and the annual report of the Company for the year 2019 were received and adopted. As tabulated by the Company's


held on 29 May 2020

7

independent tabulator, the votes on the motion for the approval of the President's Report were as follows: Yes/For No/Against Abstain Approval of the President's Report

32,485,988,028 0 223,503,000

APPROVAL OF AUDITED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2018 The Chairman then stated that the next item in the agenda is the approval of the Audited Financial Statements of the Company as of December 31, 2019, copies of which were previously distributed to the shareholders. Considering that the Chairman, representing more than a majority of the entire outstanding voting stocks of the Corporation voted in favor of the matter, the Audited Financial Statements of the Company as of and for the year ending December 31, 2019, were duly approved. As tabulated by the Company's independent tabulator, the votes on the motion for the approval of the Audited Financial Statements for the year ended December 31, 2019 were as follows: Yes/For No/Against Abstain Approval of the Audited Financial Statements for the year ended December 31, 2019

32,485,988,028 0 223,503,000

RATIFICATION OF ACTS OF THE BOARD OF DIRECTORS AND MANAGEMENT The Chairman then proceeded with the next item in the agenda which is the ratification and confirmation of all acts done and caused to be done by the Board of Directors and Management during the year ending December 31, 2019 as set forth in the minutes held during the same period and in the disclosures that have been duly filed with the Securities and Exchange Commission and the Philippine Stock Exchange, as summarized in the Definitive Information Statement circulated for the meeting. Among the acts of the Board of Directors and Management, the most significant ones are the following:


held on 29 May 2020

8

(i) Approval of the amendment of Article II of the Articles of Incorporation of the Company;

(ii) Declaration and distribution of final dividends for the full year 2018; (iii) Approval for the application for a license and permit with the Optical Media Board; (iv) Approval of the various reports of the Board Committees; (v) Appointment of various officers of the Company, as well as the members of the various

Board Committees; (vi) Approval of the unaudited financial statements of the Corporation for the period ended

30 June 2019; (vii) Declaration and distribution of the interim dividend for the year 2019; (viii) Approval of the subscription to common shares of MetroPac Apollo Holdings, Inc.; (ix) Approval of transactions and agreements relating to KKR & Co.’s investment in Metro

Pacific Hospital Holdings, Inc. (x) Approval of the unaudited financial statements of the Corporation for the period ended

30 September 2019; (xi) Approval to acquire 39,900 common shares in MetroPac Apollo Holdings, Inc. from

Arran Investment Private Limited; (xii) Other resolutions related to the operations of the Company, such as, participation in

biddings for infrastructure and other projects with the government, the purchase and sale of vehicles, opening of bank accounts, availment of bank facilities and services, designation of authorized signatories for various transactions, assignment of playing rights and designation of authorized individuals responsible for procuring necessary permits and licenses.

Considering that the Chairman, representing more than a majority of the entire outstanding voting stocks of the Corporation voted in favor of the matter, the acts done or caused to be done by the Board of Directors and Management during the year ending December 31, 2019, were ratified and confirmed. As tabulated by the Company's independent tabulator, the votes on the motion for the ratification/approval of all acts of the Board of Directors and Management were as follows: Yes/For No/Against Abstain Ratification/approval of all acts of the

32,472,077,128 10,885,900 226,528,000


held on 29 May 2020

9

Board of Directors and Management.

ELECTION OF DIRECTORS The Chairman requested the Corporate Secretary to read the names of the persons who have been duly nominated in accordance with the By-Laws and who have been determined by the Board to be qualified to be elected as members of the Board. The Corporate Secretary reported that the following individuals have been duly nominated and qualified to be directors:

(1) Mr. Albert F. Del Rosario (2) Mr. Ray C. Espinosa (3) Mr. Ramoncito S. Fernandez (4) Mr. Rodrigo E. Franco (5) Mr. Jose Ma. K. Lim (6) Mr. David J. Nicol (7) Mr. Augusto P. Palisoc Jr. (8) Mr. Manuel V. Pangilinan (9) Mr. Jose Jesus G. Laurel (10) Mr. Francisco C. Sebastian (11) Mr. Alfred V. Ty (12) Mr. Christopher H. Young (13) Ms. Lydia B. Echauz (14) Mr. Edward S. Go (15) Mr. Artemio V. Panganiban

The Corporate Secretary identified Messrs. Edward S. Go, Artemio V. Panganiban and Ms. Lydia B. Echauz as independent directors. The Chairman of the Company’s Nominations Committee, Mr. Christopher H. Young, confirmed that the members of the Committee duly and timely received the names of the nominees for directors this year. Following such receipt, he confirmed that the Committee implemented procedures for their nominations, all of which were in accordance with the applicable laws, rules, and regulations of the Philippine Stock Exchange and the Securities and Exchange Commission. The same were also in line with the Company's Nomination Committee Charter, as well as the Company’s Guidelines on the Search, Screening and Selection of Directors. He then confirmed that the criteria used by the Company in the selection process were aligned with the Company’s Vision, Mission and strategic objectives, and that all the nominees possess the qualifications and none of the disqualifications for them to be nominated as directors of the Company. The Chairman, representing a total of 27,695,346,019 issued and outstanding shares of the Company, or 68.41% of the entire outstanding voting stock thereof acted on the instructions given by the relevant holders of said shares and cast the votes attaching to the same shares across the 15 nominees to the Board of Directors of the Company identified by the Corporate Secretary, in


held on 29 May 2020

10

accordance with instructions given in the relevant proxy forms. Each respective nominee received the following number of votes: No.

Nominee

Total Yes/For No/Against Abstain

1 Albert F. Del Rosario 28,743,618,988 3,771,635,363 193,481,000 2 Ray C. Espinosa 28,531,816,559 3,984,037,949 193,481,000 3 Ramoncito S. Fernandez 29,074,697,556 3,440,556,795 193,481,000 4 Rodrigo E. Franco 29,074,697,556 3,440,556,795 193,481,000 5 Jose Ma. K. Lim 32,135,185,527 380,937,841 193,481,000 6 David J. Nicol 29,517,526,375 2,998,327,977 193,481,000 7 Augusto P. Palisoc Jr. 29,068,947,556 3,446,306,795 193,481,000 8 Manuel V. Pangilinan 28,619,235,570 3,896,618,938 193,481,000 9 Jose Jesus G. Laurel 29,243,569,274 3,271,685,077 193,481,000 10 Francisco C. Sebastian 29,035,910,929 3,479,343,422 193,481,000 11 Alfred V. Ty 29,277,026,456 3,238,227,895 193,481,000 12 Christopher H. Young 28,951,697,888 3,563,556,463 193,481,000 13 Lydia B. Echauz 32,112,677,999 403,176,509 193,481,000 14 Edward S. Go 31,775,845,315 739,409,036 193,481,000 15 Artemio V. Panganiban 30,869,250,108 1,646,004,399 193,481,000

Accordingly, the Chairman declared the above-named individuals duly elected as members of the Board of Directors of the Company for the year 2020. APPOINTMENT OF EXTERNAL AUDITOR On the next agenda item, the Chairman informed the stockholders that the Company’s Audit Committee has recommended the re-appointment of Sycip Gorres Velayo & Co. as the external auditor of the Corporation. Considering that the Chairman, representing more than a majority of the entire outstanding voting stocks of the Corporation voted in favor of the matter, SGV & Co. was re-appointed as the external auditors of the Company for the year 2020. As tabulated by the Company's independent tabulator, the votes on the motion for the appointment of the external auditor of the Company for the year 2020 were as follows: Yes/For No/Against Abstain Approval of the appointment of the external auditor of the Company for the year 2020.

32,471,601,930 44,288,598 193,600,500


held on 29 May 2020

11

ADJOURNMENT There being no other matters to discuss, the meeting was adjourned.

CERTIFIED CORRECT:

ANTONIO A. PICAZO Corporate Secretary

ATTEST: MANUEL V. PANGILINAN Chairman

Mary Adelaine S. Reyes

From: MSRD COVID19 <[email protected]>Sent: Tuesday, April 6, 2021 5:00 PMTo: MPIC ComplianceCc: LOURVIC D. PACIS; Ricardo M. Pilares III; Camille Anne C. SapnuSubject: Re: Metro Pacific Investments Corporation_Preliminary Information Statement_06 April 2021Attachments: 20IS MPIC PAF#-20210406-3263637.pdf

***This is an External Email. Please be cautious in opening links even if it's from a trusted contact.***

Gentlemen: We acknowledge receipt of your email. In this regard, please find attached Payment Assessment Form (PAF) for the said filing. Kindly provide us a copy of the proof of payment once available. Thank you.

Regards,

MARKETS AND SECURITIES REGULATION DEPARTMENT PHILIPPINE SECURITIES AND EXCHANGE COMMISSION On Tue, Apr 6, 2021 at 4:33 PM MPIC Compliance <[email protected]> wrote:

Gentlemen,

In relation to the holding of the Company’s Annual General Meeting on 28 May 2021, we are submitting the attached Preliminary Information Statement of the Metro Pacific Investments Corporation for your review and comments.

If you have questions/clarifications you can contact our VP for Legal and Compliance Officer, Atty. Ricardo M. Pilares III, at 0918 827 1981.

Thank you!

COVER SHEET - Metro Pacific Investments Corporation

Documents