MINUTES OF THE ANNUAL STOCKHOLDERS’ MEETING OF SEAFRONT RESOURCES CORPORATION
DATE : June 19, 2025
TIME : 3:30 p.m.
MANNER : Through Electronic Means of Communication
I. CALL TO ORDER
The Chairman, Mr. Roberto Jose L. Castillo, welcomed all the stockholders to the 2025 Regular Annual Stockholders’ Meeting (ASM) and mentioned that the ASM will be conducted through online and recorded video-streaming meeting.
He also mentioned that the procedures for the ASM were embodied in the Company’s Definitive Information Statement, which the Securities and Exchange Commission (SEC) approved. He then proceeded to mention that, to accord the Stockholders the opportunity to participate in the ASM, the Stockholders were advised to register online. The stockholders were informed that only questions and concerns submitted online prior to the given deadline will be addressed during the ASM; and that those given during the ASM will be addressed through email after the ASM.
II. CERTIFICATION OF SERVICE OF NOTICE
The Corporate Secretary, Atty. Samuel V. Torres, was called to submit proof of the notice of meeting. The Corporate Secretary certified that, pursuant to the alternative mode for distributing and providing the notice of meeting in connection with the holding of the Annual Stockholders’ Meeting for 2025, notices of the meeting were sent to all stockholders of record as of April 22, 2025 in four (4) ways to reach as many stockholders as possible.
First, by publication of the Notice of the ASM, including the agenda, on May 19 and 20, 2025 in The Manila Bulletin and the Manila Standard, both in print and online editions for two (2) consecutive days, as evidenced by the Affidavits of
Publications executed by the respective representatives of the publishers. Second, by disclosure with the Philippine Stock and Exchange, Inc. Third, by posting on the Company’s website. Finally, through email for those who have successfully registered online, consistent with applicable SEC Rules and the Company’s internal guidelines on participation by electronic means of communication or in absentia.
III. DETERMINATION OF QUORUM
The Corporate Secretary certified that there was a quorum for the transaction of any business that may be properly brought before the body, with attendance of shareholders represented remotely or in absentia covering 1,431 shares (0.001%) and 101,265,052 shares (62.126%) represented by proxy, for a total of 101,266,483 shares (62.127%) out of the 163,000,000 total outstanding shares. Thereafter, the Chairman called the meeting to order.
He then introduced the incumbent members of the Board of Directors of the Company, who were then present, while their pictures were being shown onscreen, as follows:
Mr. Roberto Jose L. Castillo – Chairman
Ms. Milagros V. Reyes – Director/President
Mr. Medel T. Nera – Director/Treasurer
Mr. Basil L. Ong – Lead Independent Director
Mr. Nicasio I. Alcantara – Independent Director
Atty. Ernestine Carmen Jo D. Villareal-Fernando – Independent Director
Ms. Yvonne S. Yuchengco – Director
Mr. Jose Luis F. Gomez – Director
Mr. Victor V. Benavidez – Director
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IV. APPROVAL OF THE MINUTES OF THE LAST REGULAR ANNUAL STOCKHOLDERS’ MEETING HELD ON JUNE 20, 2024
The Chairman mentioned that the minutes of the last Regular Annual Stockholder’s Meeting held on June 20, 2024 was made available in the Company’s website.
The Corporate Secretary then mentioned that Stockholders representing 62.127% of the outstanding shares have voted in favor of the following resolution:
“RESOLVED, That the Minutes of the Regular Annual Stockholders’ Meeting held on June 20, 2024 be, as it is hereby, approved.”
V. APPROVAL OF MANAGEMENT REPORT AND THE 2024 AUDITED FINANCIAL STATEMENTS
The Chairman then requested the President, Ms. Milagros V. Reyes, to deliver the Management Report quoted in verbatim, as follows:
“Dear Fellow Stockholders:
We are pleased to report a good recovery in 2024, closing the year with a total comprehensive income of ₱88.02 million, a significant turnaround from the ₱9.18 million loss recorded in 2023. This positive result was largely driven by a ₱91.12 million unrealized gain from the revaluation of our investment in Hermoza Ecozone Development Corporation (HEDC), underscoring its increasing strategic value.
In the face of market headwinds, our optimism in Seafront’s future remains strong. The initial appraisal of our HEDC investment has already made a meaningful contribution to our financial position, and we expect continued growth as we pursue initiatives that are more resilient, diversified, and forward-looking.
We thank you our shareholders, for your unwavering support and confidence in Seafront. As we move forward, we remain committed to creating long-term value and pursuing opportunities that will benefit all our stakeholders.
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After the presentation by the President, the Corporate Secretary reported that Stockholders representing 62.127% of the outstanding shares have voted in favor of the following resolution:
“RESOLVED, as it is hereby resolved, that the 2024 Management Report and the 2024 Audited Financial Statements, as made available to the stockholders, be as they are hereby, noted and approved.”
VI. CONFIRMATION AND RATIFICATION OF ALL ACTS, RESOLUTIONS, CONTRACTS AND INVESTMENTS MADE AND ENTERED INTO BY THE BOARD OF DIRECTORS AND MANAGEMENT DURING THE PERIOD JUNE 20, 2024 to JUNE 19, 2025
A resolution for the confirmation and ratification of all acts, resolutions, contracts and investments made and entered into by the Management and/or the Board of Directors for the period June 20, 2024 to June 19, 2025 was shown on the screen. After which, the Corporate Secretary reported that stockholders representing 62.127% of the outstanding shares have voted in favor of the resolution, to wit:
“RESOLVED, as it is hereby resolved that all acts, resolutions, contracts and investments made by Management and/or the Board of Directors for the period June 20, 2024 to June 19, 2025, be as they are hereby confirmed, ratified and approved.”
VII. ELECTION OF NINE (9) MEMBERS OF THE BOARD OF DIRECTORS FOR THE YEARS 2025-2026
The Chairman then tackled the next item in the Agenda. He then asked the Corporate Secretary if he has the list of nominees to the Board of Directors. The Corporate Secretary replied in the affirmative and that, as of April 22, 2025, the deadline for nominations, there were nine (9) nominees, screened and short listed by the Corporate Governance Committee for election as members of the Board of Directors, namely:
1. MILAGROS V. REYES – Director
2. ROBERTO JOSE L. CASTILLO – Director
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3. MEDEL T. NERA – Director
4. YVONNE S. YUCHENGCO – Director
5. VICTOR V. BENAVIDEZ – Director
6. JOSE LUIS F. GOMEZ – Director
7. NICASIO I. ALCANTARA – Independent Director
8. ERNESTINE CARMEN JO
D. VILLAREAL-FERNANDO – Independent Director
9. BASIL L. ONG – Lead Independent Director
Among these nominees, Mr. Nicasio I. Alcantara and Atty. Ernestine Carmen Jo D. Villareal-Fernando, whose respective terms as Independent Director have reached the nine (9) years maximum term limit, were nominated for retention and reelection as Independent Directors. As set by the Company’s Manual on Corporate Governance, pursuant to Securities and Exchange Commission (SEC) Memorandum Circular No. 19, Series of 2016, they can be retained and reelected upon meritorious justification and Stockholders’ approval. The justification for said retention and reelection has been provided to the Stockholders in advance through the Information Statement.
The Corporate Secretary reported that all the shares represented in the meeting or 62.127% of the outstanding shares, have been voted in favor of the election of all the nine (9) nominees, including the extension and retention of Mr Alcantara and Atty Villareal-Fernando as Independent Directors
The Chairman then declared/proclaimed the above-named nominees as elected members of the Board of Directors of the Corporation for the years 2025-2026.
VIII. APPOINTMENT OF THE COMPANY’S EXTERNAL AUDITOR
The Chairman stated that the Audit Committee recommended the re-appointment of the firm SyCip Gorres Velayo & Company (SGV) as the Company’s external auditor for the year ending December 31, 2025
The Corporate Secretary reported that Stockholders representing 62.127% of the outstanding shares have voted in favor of the resolution reappointing SGV as external auditor for the year ending December 31, 2025, to wit:
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PRESENT:
SEAFRONT RESOURCES CORPORATION
2025 Annual Stockholders’ Meeting List of Attendees
Mr. Roberto Jose L. Castillo – Chairman Muntinlupa City
Ms. Milagros V. Reyes – Director/President Pasig City
Mr. Medel T. Nera – Director/Treasurer Quezon City
Mr. Nicasio I. Alcantara – Independent Director Makati City
Atty. Ernestine Carmen Jo D. Villareal-Fernando – Independent Director Quezon City
Mr. Basil L. Ong – Independent Director Metro Manila
Ms. Yvonne S. Yuchengco – Director Makati City
Mr. Jose Luis F. Gomez – Director Makati City
Mr. Victor V. Benavidez – Director Quezon City
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OFFICERS:
Atty. Samuel V. Torres – Corporate Secretary Manila
Atty. Louie Mark R. Limcolioc – Assistant Corporate Secretary Pasig City
STOCKHOLDERS/OTHERS:
Arlan P. Profeta
Carlota R. Viray
Maria Cecilia L. Diaz de Rivera
Shirley E. Belarmino
Ma. Helen D. Agtarap
Wenda Lynn M. Loyola
John Marvin Chan
Alvin M. Pinpin
PetroEnergy Resources Corporation
Consultant/PetroEnergy Resources Corporation
PetroEnergy Resources Corporation
PetroEnergy Resources Corporation
PetroEnergy Resources Corporation
SyCip Gorres Velayo & Co.
SyCip Gorres Velayo & Co.
SyCip Gorres Velayo & Co.
Alexander Anthony Galang House of Investments
Maria Elisa De Lara House of Investments
Leah Grace Ignacio House of Investments
Paula Jane P. Flores
Antonio B. Madrid, Jr.
MODERATORS:
Ms. Maritess D. Reyes
Ms. Janet Millicent P. Oriel
Mr. Michael C. Hizon
RCBC Trust
RCBC Trust Corporation – Stock Transfer
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SEAFRONT RESOURCES CORPORATION
STOCKHOLDERS' MEETING
SUMMARY OF REGISTERED ATTENDEES
RECORD DATE APRIL 22, 2025
PROXIES IN PERSON
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