COVER SHEET - 2Go
COVER SHEET - 2Go
COVER SHEET - 2Go
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
INFORMATION STATEMENT<br />
(SEC FORM 20-IS)<br />
A. GENERAL INFORMATION<br />
WE ARE NOT ASKING YOU FOR A PROXY<br />
AND YOU ARE REQUESTED NOT TO SEND US A PROXY<br />
Item 1.<br />
DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS<br />
Date of meeting : June 22, 2011<br />
Time of meeting : 3:00 P.M.<br />
Place of meeting : 11 th Floor Opal Function Room<br />
(Penthouse), Midas Hotel, 2702 Roxas<br />
Boulevard, Pasay City<br />
Approximate date of mailing of this<br />
Statement : May 31, 2011<br />
Registrant’s Mailing Address : 12 th Floor, Times Plaza Bldg. UN Ave.<br />
corner Taft Ave. Ermita, Manila<br />
Item 2.<br />
DISSENTERS’ RIGHT OF APPRAISAL<br />
Under the Corporation Code, a dissenting stockholder shall have the right of appraisal or the right to<br />
demand payment of the fair value of his shares in the following instances:<br />
a. any amendment to the articles of incorporation which has the effect of changing or<br />
restricting the rights of any stockholder or class of shares, or of authorizing preferences in<br />
any respect superior to those of outstanding shares of any class, or of extending or<br />
shortening the term of corporate existence;<br />
b. sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially<br />
all of the corporate property and assets;<br />
c. merger or consolidation.<br />
In the foregoing cases, any stockholder who wishes to exercise his appraisal right must have voted<br />
against the proposed corporate action, made a written demand on the corporation within thirty (30) days<br />
after the date on which the vote was taken for payment of the fair value of his shares as well as<br />
complied with all other requirements provided under Title X of the Corporation Code. Failure to make<br />
the demand within such period or comply with the requirements provided under Title X of the<br />
Corporation Code shall be deemed a waiver of the appraisal right. If the proposed corporate action is<br />
implemented or effected, the corporation shall pay to such stockholder, upon surrender of the<br />
certificate or certificates of stock representing his shares, the fair value thereof as of the day prior to<br />
the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such<br />
corporate action.<br />
If within a period of sixty (60) days from the date the corporate action was approved by the stockholders,<br />
the withdrawing stockholder and the corporation cannot agree on the fair value of the shares, it shall be<br />
determined and appraised by three (3) disinterested persons, one of whom shall be named by the<br />
stockholder, another by the corporation, and the third by the two thus chosen. The findings of the<br />
majority of the appraisers shall be final, and their award shall be paid by the corporation within thirty<br />
(30) days after such award is made. No payment shall be made to any dissenting stockholder unless<br />
the corporation has unrestricted retained earnings in its books to cover such payment. Upon payment<br />
by the corporation of the agreed or awarded price, the stockholder shall forthwith transfer his shares to<br />
the corporation.