Draft Memorandum Circular on Stockholders' Meetings and Agenda Items

April 15, 2020 SEC NOTICE TO : All Interested Parties SUBJECT : Draft Memorandum Circular on Stockholders' Meetings and Agenda Items The public is invited to submit their comments, feedbacks and inputs on the draft Memorandum Circular on Stockholders' Meetings and Agenda Items on or before 22 April 2020 (Wednesday) . It is requested that comments/inputs be emailed to [emailprotected] using the template provided. Issued on April 15, 2020. ATTACHMENT SEC MEMORANDUM CIRCULAR NO. ____ Series of 2020 TO : PUBLICLY-LISTED COMPANIES (PLCs) SUBJECT : STOCKHOLDERS' MEETINGS AND AGENDA ITEMS To promote good corporate governance and the protection of minority investors, the Commission, pursuant to its regulatory power under Section 179 (d) of Republic Act No. 11232 otherwise known as the Revised Corporation Code of the Philippines (RCC) and Administrative Order No. 38, Series of 2013 resolved to issue the following rules: (1) Shareholders representing at least ten percent (10%) of the outstanding capital stock shall have the right to call for a special stockholders' meeting , subject to the guidelines set under Section 49 of the RCC, as may be applicable. (2) Shareholders representing at least five percent (5%) of the outstanding capital stock shall have the right to include items on the agenda prior to the regular/special stockholders' meeting. (3) Any officer or agent of the corporation who shall refuse to allow a qualified shareholder to exercise his/her right to call a meeting and/or put items on the agenda shall be liable under Section 158 of the RCC: Provided , that if such refusal is made pursuant to a resolution or order of the board of directors, the liability under this section for such action shall be imposed upon the directors who voted for such refusal: Provided, furthe r, that it shall be a defense to any action under this circular that the shareholder exercising any of these rights was not acting in good faith or for a legitimate purpose. If, after due notice and hearing, the Commission finds that any provision of this Memorandum Circular has been violated, or that any of the right hereunder has been abused, the Commission may impose any or all of the sanctions provided under Section 158 of the RCCP. This Memorandum Circular shall take effect upon its publication in two (2) newspapers of general circulation in the Philippines. Pasay City, Philippines, ______ April 2020. For the Commission: EMILIO B. AQUINO Chairperson Draft Memorandum Circular on Stockholders' Meetings and Agenda Items NAME: ________________________ COMPANY: ________________________ Provisions on the Draft Memorandum Circular Comments Proposed Revision(s) Estimated cost implications to comply with the draft Memorandum Circular