COVER SHEET C I T Y & L A N D D E V E L O P E R S, I N C. (Company s Full Name)

Transcription

1 COVER SHEET SEC Registration Number C I T Y & L A N D D E V E L O P E R S, I N C. (Company s Full Name) H. V. D E L A C O S T A S T.,, S A L C E D O V I L L A G E, M A K A T I C I T Y (Business Address: No. Street City/Town/Province) Rufina C. Buensuceso Contact Person Company Telephone Number I S Month Day FORM TYPE Month Day Fiscal Year Annual Meeting (Secondary License Type, If Applicable) C F D Dept. Requiring this Doc. Amended Articles Number / Section Total Amount of Borrowings 807 Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks = pls. use black ink for scanning purposes

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3 PROXY The undersigned stockholder of CITY AND LAND DEVELOPERS, INC. (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 my/our name as proxy of the undersigned stockholder, at the Annual Meeting of Stockholders of the Company on June 11, 2013 and at any of the adjournments thereof for the purpose of acting on the following matters: 1. Election of Directors Vote for all nominees listed below: Sabino R. Padilla, Jr. Andrew I. Liuson Stephen C. Roxas Grace C. Liuson Josef C. Gohoc Peter S. Dee (Independent Director) Cesar E.A. Virata (Independent Director) Alice C. Gohoc Helen C. Roxas Withhold authority to vote for all nominees. Withhold authority to vote for the nominees listed below: 2. Approval of minutes of previous meetings. Yes No Abstain 3. Approval of annual report. Yes No Abstain 4. Confirmation of all acts and resolutions of the Board of Directors for the period covering January 01, 2012 through December 31, Yes No Abstain 5. Appointment of External Auditor. Yes No Abstain 6. Approval of the Board Resolution dated April 29, 2013 regarding declaration of twenty percent (20%) stock dividends to stockholders of record as of July 11, 2013 to be distributed on August 6, Yes No Abstain 7. At their discretion, the proxies named above are authorized to vote upon such other matters as may properly come before the meeting. Yes No Signature over printed name of stockholder Date: This proxy should be received by the Corporate Secretary on or before June 4, 2013, deadline for submission of proxies. This proxy, when properly executed, will be voted in the manner as directed herein by the stockholder(s). If no direction is made, this proxy will be voted for the election of all nominees and for the approval of the matters stated above and for such other matters as may properly come before the meeting in the manner described in the information statement and/or as recommended by management or the board of directors. A stockholder giving a proxy has the power to revoke it at any time before the right granted is exercised. A proxy is also considered revoked if the stockholder attends the meeting in person and expresses his/her intention to vote in person.

4 1 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 17.1(b) OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ ] Preliminary Information Statement [ x ] Definitive Information Statement 2. Name of Registrant as specified in its charter City & Land Developers, Inc. 3. Makati City, Philippines Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number BIR Tax Identification Code /F Cityland Condominium 10 Tower I, 156 H.V. Dela Costa Street, Salcedo Village, Makati City, Philippines 1226 Address of principal office Postal Code 7. Registrant's telephone number, including area code (632) Date, time and place of the meeting of security holders Date - June 11, 2013 Time - 4:00 pm Place - 3F Cityland Condominium 10 Tower II, 154 H.V. Dela Costa St., Salcedo Village, Makati City, Philippines 9. Approximate date on which the Information Statement is to be first sent or given to security holders May 21, 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 Outstanding Unclassified Common Shares 811,250,476 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUIRED TO SEND ONE 11. Are any or all of registrant's securities listed on a Stock Exchange? Yes x No If yes, disclose the name of such Stock Exchange and the class of securities listed therein: Stock Exchange Philippine Stock Exchange Title of Each Class Unclassified Common Shares

5 2 INFORMATION REQUIRED IN INFORMATION STATEMENT GENERAL INFORMATION I. Date, time and place of meeting of security holders. Date - June 11, 2013 Time - 4:00 P.M. Place - 3/F Cityland Condominium 10 Tower II, 154 H.V. dela Costa St., Salcedo Village, Makati City, Philippines Principal - 3/F Cityland Condominium 10 Tower I, 156 H.V. dela Office Costa Street, Salcedo Village, Makati City, Philippines Approximate date on which the Information Statement is to be first sent or given to security holders May 21, II. Dissenters Right of Appraisal Under the Corporation Code, a dissenting stockholder who has voted against a proposed corporate action, shall have the right of appraisal or the right to demand payment of the fair value of his shares only in the following instances: 1. Any amendment to the Articles of Incorporation which 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 the outstanding shares of any class, or of extending or shortening the term of corporate existence; 2. Sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate properties and assets; 3. Merger or consolidation; 4. Investment in another corporation, business or for any purpose other than the primary purpose for which the corporation was organized. Statutory procedures to be followed by the dissenting security holders in order to perfect such rights: 1. The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate action, by making a written demand on the corporation within thirty (30) days after the date on which the vote was taken for payment of the fair values of his shares: Provided, that failure to make the demand within such period shall be deemed a waiver of the appraisal right. If the proposed corporate action is implemented or affected, the corporation shall pay to such stockholder, upon surrender of the certificate(s) of stock representing his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. 2. If within a period of sixty (60) days from the date the corporate action was approved by the stockholders, the withdrawing stockholder and the corporation cannot agree on the fair value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom shall be named by the stockholder, another by the corporation, and the third by the two thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by the corporation within thirty (30) days after the award is made: provided, further, that upon payment by the corporation of the agreed or awarded price, the stockholder shall forth with transfer his shares to the corporation. There is no matter to be acted upon at the annual stockholders meeting of the Registrant which would fall under any of the foregoing instances of appraisal. III. Interest of Certain Persons in or Opposition to Matters to be Acted Upon a. No person who has been a director or officer of the Registrant, nor a nominee for election as a director of the Registrant, nor any of their associates have a substantial interest in any matter to be acted upon at the annual stockholders meeting, other than the election of directors for the fiscal year 2013.

6 b. No director has informed the Registrant in writing that he intends to oppose any action to be taken at the annual stockholders meeting. 3 CONTROL AND COMPENSATION INFORMATION IV. Voting Securities and Principal Holders Thereof a. The Registrant has 811,250,476 unclassified common shares issued and outstanding as of April 15, Each common share shall be entitled to one vote with respect to all matters to be taken up during the annual stockholders meeting. b. The record date for determining stockholders entitled to notice and to vote during the annual stockholders meeting and also to this information statement is on May 13, c. In the election of directors, the number of votes to which each stockholder is entitled shall be equal to the number of shares he owns multiplied by the number of directors to be elected. All stockholders shall have cumulative voting rights. Each stockholder may vote such number of 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 shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit. d. Security Ownership of Record and Beneficial Owners owning more than 5% of the outstanding capital stock of the Registrant as of April 15, 2013: Title of Class Unclassified common shares Unclassified common shares Name, Address of Record Owner & Relationship with Issuer Cityland Development Corporation 2F Cityland Condo 10 T1, #156 H.V. Dela Costa St., Salcedo Village, Makati City -principal stockholder Cityland, Inc. 2F Cityland Condo 10 T1, #156 H.V. Dela Costa St., Salcedo Village, Makati City -principal stockholder Beneficial Owner & Relationship with Record Owner Citizenship No. of Shares Held - same as record owner - Filipino 403,436, % - same as record owner - Filipino 239,625, % % The Board of Directors directs the voting or disposition of shares held by Cityland Development Corporation: Name Washington SyCip Andrew I. Liuson Stephen C. Roxas Grace C. Liuson Josef C. Gohoc Peter S. Dee Sabino R. Padilla, Jr. Alice C. Gohoc Helen C. Roxas Position Chairman of the Board / Independent Director Director / Vice Chairman of the Board Chairman of the Executive Committee Director / Deputy Vice Chairman of the Board Director / President Independent Director Director Director Director The following directors direct the voting or disposition of the shares held by Cityland, Inc.: Name Stephen C. Roxas Andrew I. Liuson Grace C. Liuson Josef C. Gohoc Position Chairman of the Board Vice Chairman of the Board Deputy Vice Chairman of the Board President

7 e. Security Ownership of Management as of April 15, 2013: Title of Class Name Position Citizenship Amount Percentage Nature of Ownership Directors: Unclassified Sabino R. Padilla, Jr. Filipino 405, % Direct common shares Director/Chairman of the Board Unclassified Andrew I. Liuson Filipino 10,258, % Direct / Indirect common shares Director / Vice Chairman of Board Unclassified Stephen C. Roxas Filipino 13,289, % Direct / Indirect common shares Director / Chairman of Excom Unclassified Grace C. Liuson Filipino 3,817, % Direct common shares Director / Deputy Vice Chairman of the Board Unclassified Josef C. Gohoc Filipino 1,652, % Direct common shares Director / President Unclassified Peter S. Dee Filipino 1,196, % Direct common shares Independent Director Unclassified Cesar E.A. Virata Filipino 55, % Direct common shares Independent Director Unclassified Alice C. Gohoc Filipino 3,245, % Direct / Indirect common shares Director Unclassified common shares Helen C. Roxas Director Executive Officers: Unclassified Rufina C. Buensuceso common shares Executive Vice President Unclassified Emma A. Choa common shares Senior Vice President / Treasurer Unclassified Eden F. Go common shares Vice President Unclassified Rudy Go common shares Vice President Unclassified Melita M. Revuelta common shares Vice President Unclassified Romeo E. Ng common shares Vice President Unclassified Melita L. Tan common shares Vice President Unclassified Josie T. Uy common shares Vice President Manila Branch Unclassified Emma G. Jularbal common shares Corporate Secretary Filipino 81, % Direct Filipino 27, % Direct 4 Filipino 333, % Direct / Indirect Filipino 166, % Direct Filipino 166, % Direct Filipino 156, % Direct / Indirect Filipino 352, % Direct / Indirect Filipino 36, % Direct Filipino 69, % Direct Filipino 46, % Direct Security Ownership of All Directors and Officers 35,356, % f. The Corporation has no knowledge of any person holding more than 5% of common shares under voting trust or similar agreement. g. No change in the control of the corporation has occurred since the beginning of its last fiscal year. h. Percentage of Ownership as of April 15, 2013: Nationality Percentage of ownership Filipino 99.65% Foreign 0.35% Total %

8 5 V. Directors and Executive Officers a. Identify Directors, Including Independent Directors, and Executive Officers Names Citizenship Position Period of Service Term of Office Age Family Relationship Sabino R. Padilla, Jr. Filipino Chairman of the Board / Director 1990 to present Andrew I. Liuson Stephen C. Roxas Grace C. Liuson Filipino Vice Chairman of Board / Director Filipino Chairman of Exec. Committee / Director Filipino Deputy Vice Chairman of the Board / Director 01/16/08 to present 1 68 Husband of Grace Liuson 07/01/97 to present 1 71 Husband of Helen Roxas, brother of Grace Liuson & Alice Gohoc 02/01/11 to present 1 67 Wife of Andrew Liuson and sister of Stephen Roxas & Alice Gohoc Josef C. Gohoc Filipino President / Director 02/01/11 to present 1 43 Nephew of Stephen Roxas and Grace Liuson, son of Alice Gohoc Peter S. Dee Filipino Independent Director 11/22/04 to present Cesar E.A. Virata Filipino Independent Director 06/09/09 to present Alice C. Gohoc Filipino Director 1991 to present 1 70 Sister of Stephen Roxas and Grace Liuson, mother of Josef Gohoc Helen C. Roxas Filipino Director 1989 to present 1 63 Wife of Stephen Roxas Rufina C. Buensuceso Filipino Exec. Vice President 02/01/11 to present Emma A. Choa Filipino Senior Vice Pres. / 02/01/11 to present Treasurer Eden F. Go Filipino Vice President 01/16/08 to present Rudy Go Filipino Vice President 08/16/07 to present Melita M. Revuelta Filipino Vice President 01/16/08 to present Romeo E. Ng Filipino Vice President 01/10/05 to present Melita L. Tan Filipino Vice President 02/16/04 to present Josie T. Uy Filipino Vice President Manila Branch 02/16/04 to present Emma G. Jularbal Filipino Corporate Secretary 01/01/13 to present Business Experience for the past 5 Years: Name Name of Office Positions SABINO R. PADILLA, JR. Padilla Law Office Apostolic Nunciature to the Phils. Catholic Bishops Conference of the Phil. (CBCP) and various archdiocese, dioceses and prelatures Asso. of Major Religious Superiors of the Phil. Philippine Association of Religious Treasurers Grace Christian High School Bank of the Philippine Island and its subs. Ayala Land, Inc. Cityland Development Corporation State Investment Trust, Inc. Stateland, Inc. Mother Seton Hospital Our Lady of Lourdes Hospital St. Paul Hospital, Cavite Various Catholic universities, colleges, schools and foundation Partner Legal Counsel Legal Counsel Legal Counsel Legal Counsel Legal Counsel Legal Counsel Legal Counsel Director Legal Counsel Chairman of the Board / Legal Counsel Legal Counsel Legal Counsel Legal Counsel Trustee

9 6 ANDREW I. LIUSON STEPHEN C. ROXAS GRACE C. LIUSON JOSEF C. GOHOC PETER S. DEE CESAR E.A. VIRATA Various Catholic religious orders, societies and congregations for men and women (Dominicans, Augustinians, Franciscans, Columbans, Religious of the Virgin Mary, Daughters of Charity, Carmelite Sisters, etc). Cityland Development Corporation Cityland, Inc. Cityplans Incorporated Cityland Asset-Backed Securities (SPC), Inc. Cityland Development Corporation Cityland, Inc. Cityplans Incorporated Cityland Asset-Backed Securities (SPC), Inc. Cityland Development Corporation Cityland, Inc. Cityplans Incorporated Cityland Asset-Backed Securities (SPC), Inc. Cityland Development Corporation Cityland, Inc. Cityland Asset-Backed Securities (SPC), Inc. Asean Finance Corporation, Ltd. Alpolac, Inc Banker s Association of the Philippines China Banking Corp CBC Forex Corporation CBC Insurance Brokers, Inc CBC Properties & Computer Center, Inc GDSK Development Corp Hydee Mgt. & Resource Corp Kemwerke, Inc Makati Curbs Holdings Corporation Silver Falcon Insurance Agency Cityplans Incorporated Cityland Development Corporation Cityland Incorporated C. Virata & Associates, Inc. Rizal Commercial Banking Corp. Malayan Insurance Co., Inc. RCBC Realty Corporation RCBC Forex Broker Corp. Luisita Industrial Park Belle Corporation Mapua Institute of Technology YGC Corporate Services, Inc. Pacific Fund, Inc. RCBC Land, Inc. RCBC Savings Bank Bankard, Inc. AY Foundation, Inc RCBC International Finance, Ltd. Hongkong Niyog Property Holdings, Inc. Cavitex Infrastracture Corp. Legal Counsel Vice Chairman of the Board / Director Vice Chairman of the Board / Director Chairman of the Board / Director President / Director Chairman of the Executive Committee / Director Chairman of the Board President / Director Chairman / Director Deputy Vice Chairman of the Board / Director Deputy Vice Chairman of the Board / Director Exec. Vice President / Treasurer / Director Exec. Vice President / Treasurer / Director President / Director President / Director Director Director Director Director Director / President and CEO Director / President Chairman Director / President Director Director Director Director Director Independent Director Independent Director Independent Director Chairman & President Director & Corporate Vice Chairman Director Director Chairman & Director Vice Chairman & Director Independent Director Director Director Chairman & Director President & Director Director Chairman & Director Director Director Director Director

10 7 ALICE C. GOHOC HELEN C. ROXAS Lopez Holdings Corporation Business World Publishing Corp. Great Life Financial Assurance Cityland Development Corporation Cityland, Inc. Cityland Asset-Backed Securities (SPC), Inc. Cityland Development Corporation Cityland, Inc. Cityplans Incorporated Cityland Asset-Backed Securities (SPC), Inc. Independent Director Vice Chairman & Independent Director Director Director Director Director Director Director Director Director RUFINA C. BUENSUCESO Cityland Development Corporation Cityland, Inc. Cityplans Incorporated EMMA A. CHOA EDEN F. GO RUDY GO MELITA M. REVUELTA ROMEO E. NG MELITA L. TAN JOSIE T. UY MA. LILIA T. DE GUZMAN Cityland Development Corporation Cityland, Inc. Cityland Development Corporation Cityland, Inc. Cityland Development Corporation Cityland, Inc. Cityland Development Corporation Cityland, Inc. Cityland Development Corporation Cityland, Inc. Cityland Development Corporation Cityland, Inc. Cityland Development Corporation Cityland, Inc. Cityland Development Corporation Cityplans Incorporated Executive Vice President Executive Vice President Comptroller Senior Vice President / Treasurer Senior Vice President / Treasurer Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Manila Branch Vice President Manila Branch Asst. Corporate Secretary Corporate Secretary EMMA G. JULARBAL Cityland Development Corporation Corporate Secretary b. Identify Significant Employees All employees perform their share in achieving the Corporation s set goals; hence, there is no identifiable significant employee. c. Involvement in Certain Legal Proceedings of Any of the Directors and Executive Officers, During the past five years For the past five years up to the latest date, no bankruptcy petition, conviction by final judgment, violation of a securities or commodities laws, or any order, judgment, or decree has been rendered against the Company, its directors, and executive officers by any court or tribunal of competent jurisdiction, domestic or foreign.

11 8 d. Attendance of Directors For the year 2012, there were 13 Board of Directors meetings. Below is the summary attendance of the members of the Board: No. of Meetings Attended / Held Regular Special Total Atty. Sabino R. Padilla, Jr. 2 / 2 9 / / 13 Dr. Andrew I. Liuson 2 / 2 11 / / 13 Mr. Stephen C. Roxas 2 / 2 11 / / 13 Mrs. Grace C. Liuson 2 / 2 11 / / 13 Mr. Josef C. Gohoc 2 / 2 11 / / 13 Mr. Peter S. Dee 2 / 2 8 / / 13 Mr. Cesar E.A. Virata 2 / 2 10 / / 13 Mrs. Alice C. Gohoc 2 / 2 11 / / 13 Mrs. Helen C. Roxas 2 / 2 9 / / 13 e. Legal Proceedings to Which the Registrant or Any of Its Subsidiaries is a Party Sta. Ana Village Homeowners Assoc. Inc. (SAVHAI) vs. CLDI Civil Case No Parañaque Regional Trial Court Branch 274 SAVHAI filed a complaint dated January 16, 2012 which was received by CLDI on March 3, 2012, to enjoin defendant and all persons allowed by said defendant, CLDI from using Benedictine Street in Sta. Ana Village, Barangay Sun Valley, Parañaque City; and to order the defendant by way of a writ of mandatory injunction to open another outlet to the main road without cost or liability to plaintiff. CLDI stated in its answer that plaintiff has not proven its claim over Benedictine Street because the Deed of Donation used by the plaintiff is a falsified and/or spurious document. Trial of the case is on going. There are no cases involving unpaid real estate taxes which are material in amount. f. Nomination Committee and Nominees for Election as Members of the Board of Directors, including the Independent Directors The following have been nominated to the Board of Directors for the ensuing term / year: Sabino R. Padilla, Jr. Andrew I. Liuson Stephen C. Roxas Grace C. Liuson Josef C. Gohoc Peter S. Dee (Independent Director) Cesar E. Virata (Independent Director) Alice C. Gohoc Helen C. Roxas An independent director is a person other than an officer or employee of the corporation, its parent or subsidiaries, or any other individual having a relationship with the corporation, which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The independent directors possess all qualifications to serve as an independent director of the Company, as provided for in Section 38 of SRC Code and its implementing rules. The final list of nominees for independent directors as nominated by respective stockholders of the Company and endorsed by Nomination Committee are the following: Independent Directors Cesar E.A. Virata Peter S. Dee Nominating Stockholder Romeo E. Ng Marianne M. Martin The aforementioned nominees were nominated by the respective stockholders who are not related to said nominees The Nomination Committee is composed of: Dr. Jesus Go (Chairman) Mr. Stephen C. Roxas Mr. Peter S. Dee Dr. Andrew I. Liuson

12 9 g. Procedures for Nomination and Election of Independent Directors 1. Nomination of independent directors shall be conducted by the Nomination Committee prior to a stockholders meeting. All recommendations shall be signed by the nominating stockholders together with the acceptance and conformity by the would-be nominees. The Committee shall pre-screen the qualifications and prepare a final list of all candidates and put in place screening policies and parameters to enable it to effectively review the qualifications of the nominees for independent director/s. After the nomination, the Committee shall prepare a Final List of Candidates which shall contain all the information about all the nominees for independent directors, as required under Part IV (A) and (C) of Annex C of SRC Rule 12, which list, shall be made available to the Commission and to all stockholders through the filing and distribution of the Information Statement, in accordance with SRC Rule 20, or in such other reports the company is required to submit to the Commission. The name of the person or group of persons who recommended the nomination of the independent directors shall be identified in such report including any relationship with the nominee. Only nominees whose names appear on the Final List of Candidates shall be eligible for election as independent directors. No other nominations shall be entertained after the Final List of Candidates shall have been prepared. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders meeting. 2. Subject to pertinent existing laws, rules and regulations, the conduct of the election of the independent director shall be made in accordance with the standard election procedures of this By-laws. It shall be the responsibility of the Chairman of the meeting to inform all stockholders in attendance of the mandatory requirement of electing independent directors. He shall ensure that independent directors are elected during the stockholders meeting. Specific slot for the independent directors shall not be filled-up by unqualified nominee. h. Related Party Transactions Significant transactions with related parties consist of: (a) sale of a portion of its receivables without recourse to an affiliate with the agreement that the Company will maintain the records of the receivables and will act as the collecting agent, and (b) interest-bearing cash advances from/to its affiliates. i. Members of the Audit Committee Mr. Peter S. Dee (Chairman) Mrs. Alice C. Gohoc Mrs. Grace C. Liuson j. Parent of the Registrant Cityland Development Corporation owns 49.73% of the outstanding capital stock of the Registrant.

13 10 VI. Compensation of Directors and Executive Officers Executive Compensation Summary Table NAME POSITION 2013 (estimate) Josef C. Gohoc President effective Feb x x x Winefreda R. Go AVP Purchasing x x x Jocelyn F. Kwong Senior Manager x x x Ireneo F. Javalera Manager x x x Alrolnik M. Fernando Manager - x x Salaries 3,972,192 3,801,944 4,301,000 Bonus 993,048 13,187,546 8,536,716 Others 91,400 1,201, ,042 Total (Top 5) 5,056,640 18,191,267 13,295,758 Salaries 5,826,066 5,595,439 4,365,419 Bonus 1,625,327 3,607,974 2,835,828 Others 62,852 11,815,975 12,284,156 Total All Officers & Directors as a group unnamed 7,514,245 21,019,388 19,485,403 The Company has no standard arrangement with regards to the remuneration of its directors. In 2012 and 2011, the Board of Directors received a total of P=10,861,612 and P=10,945,379 respectively, including a P= 14, per annum for each director for the board meetings attended as part of the compensation under all officers and directors as a group unnamed. Moreover, the Company has no standard arrangement with regards to the remuneration of its existing officers aside from the compensation received nor any other arrangement with employment contracts, compensatory plan and stock warrants or options. VII. Independent Public Accountants: a. SyCip, Gorres, Velayo & Co. (SGV & Co.) is the Registrant's external auditor for the calendar year The same accounting firm is being recommended for re-election at the scheduled annual meeting. b. Representatives of SyCip, Gorres, Velayo & Co. are expected to be present at the annual stockholders meeting and will respond to questions from the stockholders. c. Pursuant to SRC Rule 68 paragraph (3)(b)(ix) (Rotation of External Auditors), Ms. Aileen L. Saringan, partner of SGV & Co., was assigned as signing partner for the Company s financial statements starting 2010 and shall be rotated after five years of engagement. VIII. Issuance and Exchange of Securities 1. The number of shares for the 20% stock dividend is approximately 162,250,095 shares amounting to P=162,250,095 computed at 20% of the outstanding capital stock of 811,250,476 shares. OTHER MATTERS IX. Action with Respect to Reports The Minutes of the annual stockholders meeting held in June 13, 2012 will be read and submitted to the stockholders for their approval. Said Minutes state that the following matters were approved by the stockholders during the 2012 stockholders meeting: 1. Reading and approval of the minutes of the previous regular annual stockholders meeting. 2. Consideration and approval of the Annual Report and related financial statements for the year Election of directors. 4. Appointment of the external auditor. 5. Approval of the Board Resolution dated May 15, 2012 regarding the following: a. Declaration of 20% stock dividends out of Company s unrestricted retained earnings as of December 31, 2011 to stockholders of record as of September 10, Said dividends were to be distributed on October 4, 2012;

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15 12 CITY & LAND DEVELOPERS, INC. THE PRESIDENT S REPORT The Philippine economy as measured by the gross domestic product (GDP) grew dramatically in 2012 by 6.6% from last year s 3.7%. Economic recovery was evidenced by higher international credit ratings as well as the continued appreciation of peso. The increase was largely due to the government s disbursement acceleration program as well as the continuous speeding up for the implementation of various programs and projects. In addition, overseas remittances of Filipinos continued to increase resulting to the appreciation of the peso. Amidst the positive economic environment, sales of the Company for 2012 continued to remain stable indicating a sustained demand for condominium projects. The surge in vertical developments over the year was due to the expansion of the business outsourcing sector. Since Filipinos are increasingly adopting to condominium living, the Company is optimistic that demand for condominium projects will continue in the coming years. The Company managed to achieve financial stability by maintaining a cautious stance given the current environment. Known as the Company that builds In God We Trust buildings, it has a consistent record in the early delivery and completion of its projects. On June 2012, the Company turned over, one year ahead of schedule, Manila Residences Bocobo, a 34-storey office, commercial and residential condominium located in Jorge Bocobo St., Ermita, Manila City. The Company is now selling its remaining unsold units. GENERAL NATURE OF BUSINESS The Company is primarily engaged in real estate development and has completed office and residential condominium projects in Ortigas Center, Pasig City and Malate, City of Manila, as well as residential subdivision in Parañaque City, consisting of single-detached, duplex and townhouse units, as well as lots. FINANCIAL HIGHLIGHTS In Millions of Pesos Revenues , Total Assets 2, , Unrealized Gross Profit Net Worth 1, , Net Income Revenues Total Assets Unrealized Gross Profit Net Worth Net income PRESENT PROJECTS Grand Emerald Tower is a 39-storey commercial, office and residential condominium located along Emerald corner Ruby and Garnet Streets, Ortigas Center, Pasig City. Its amenities and facilities include swimming pool, gymnasium, viewing deck, sauna, children s playground, multi purpose function room, and 24-hour association security. It is proximate to schools, hospitals, shopping malls, banks, restaurants, hotels, churches and other leisure and business establishments. Manila Residences Bocobo is a 34-storey commercial, office and residential condominium located along Jorge Bocobo St., Ermita, Manila City. Its amenities and facilities include swimming pool, children s play area, gym, multi-purpose deck, function room and 24-hour association security. It is proximate to schools, malls, banks, hospitals, restaurants, churches, government offices and other leisure establishments.

16 13 PROPOSED PROJECT North Residences North Residences, a 28-storey residential condominium situated in a 1,660 square meters property located at Quezon City. MAJOR RISKS The Company is primarily engaged in real estate development. Risk factors are: Refinancing The Company is primarily engaged in real estate development. Risk factors are: The bigger portion of the Company s borrowings being short-term in nature increase the possibility of refinancing risks. Economic Political Industry The Company manages such refinancing risks by having a current and acid-test ratio of 2.77:1 and 2.32:1 as of December 31, 2012 from 2.00:1 and 1.26:1 as of December 31, 2011, respectively. Result of operations is influenced by the general condition of the Philippine economy. Any economic instability or failure to register improved economic performance may adversely affect the Company s operations. The Company s business like all other businesses may be influenced by the political situation in the country. Any political instability in the future could have a material adverse effect in the Company s business. The industry is characterized by boom-bust cyclical pattern exhibited in the past couple of decades where the industry normally goes through years of robust growth following years of slowdown. The management manages the above risks by conducting assessments of the economic and political situations of the country as well as new developments in the industry. The procedures involve the gathering of information of economic indicators and political events as well as being aware of the new developments in the industry through media, business conferences, economic briefings and other sources. With this information, the Company is able to assess and manage the risks mentioned above. MANAGEMENT S DISCUSSION AND ANALYSIS Plan of Operations Due to the global financial crisis, the Company will continue to maintain a cautious stance in order to continuously achieve a healthy financial position. This will ensure that the development and construction of all its existing projects will be delivered on time or even ahead of its scheduled turnover. The Company will also continue to scout and develop quality projects suited for the middle and working class which will be situated at convenient locations with affordable and flexible payment terms. The Company s projects will be funded through cash generated from operations and issuance of SEC-registered commercial papers and Home Guaranty Corporation s promissory notes. The Company plans to remain liquid in order to avail attractive investment opportunities that may arise in the event of an economic rebound. Financial Condition/Changes in Financial Condition (March 31, 2013 vs. December 31, 2012) Total assets amounted to P=2.179B as of the first quarter of 2013, as compared with the previous year's ending balance of P=2.186B. Collections decreased installment contracts receivable account, while sales decreased real estate properties for sale-net. The Company's funds were utilized for the development of the projects and to pay its maturing accounts payable and notes and contracts payable resulting to the decrease by 6.90% and 6.92%, respectively. Excess funds were placed in short term investments resulting to the increase by %. Total stockholders' equity stood at P=1.626B as of March 2013, higher by 1.65% from 2012 year end balance of P=1.599B due to net income of P=26.22M plus other adjustments of P=0.24M. As a result of the foregoing, the Company's liquidity position registered an acid test and current ratio of 2.64:1 and 3.02:1 as of the first quarter of 2013 as compared to 2.33:1 and 2.77:1 in December Debt equity ratio also improved to 0.14:1 as of the first quarter of 2013, as compared to 0.21:1 as of the same period of the previous year.

17 14 Financial Condition/Changes in Financial Condition (2012 vs. 2011) The Company s balance sheet remained solid with total assets of P=2.186 in 2012 as compared to the previous level of P=2.221B. The slight decrease can be attributed to the decrease in real estate properties for sale by 61.18%. Sales, collection of receivables and re-investment of maturing placements to shorter period increased cash and cash equivalents account by 93.33%. The healthy cash position of the Company has allowed the purchase of a lot increasing real estate properties for future development by 52.97%. Moreover, it has allowed the payment of cash dividends and reduction of accounts payable and accrued expenses and notes and contracts payable. Total stockholders equity stood at P=1.599B, higher by 10.75% as compared 2011 of P=1.444B. The increase was due to net income of P=256M less cash dividends of P=101M. As a result of the foregoing, the Company strengthened its liquidity position with current and acid-test ratio of 2.77:1 and 2.32:1, as compared with 2011 of 2.00:1 and 1.26:1, respectively. Asset-to-liability and debt-toequity likewise improved to 3.73:1 and 0.16:1, from the previous year of 2.86:1 and 0.22:1, respectively. Financial Condition/Changes in Financial Condition (2011 vs. 2010) In 2011, total assets expanded by 16.24% to P=2.221B, higher by P=310.40M from the previous year s P=1.911B. This can be attributed to increase in cash and cash equivalents, installment contracts receivable and real estate property held for future development. Majority of the Company s funds were used for project development resulting to the high completion rates of Manila Residences Bocobo and Grand Emerald Tower. This resulted to the reduction of estimated development cost, consequently increasing installment contracts receivable (net of estimated development cost). The stable cash flow has also enabled the Company to purchase a prime lot and pay cash dividends. Excess funds were shifted to shorter period investments resulting to a reclassification of account. Total liabilities, on the other hand, increased by 10.25% due to increase in accounts payable and accrued expenses. Total stockholders' equity stood at P=1.444B, 19.74% higher as compared with 2010 of P=1.206B. The increase was due to net income of P=316.98M less cash dividends of P=78.87M. As a result of the foregoing, the Company s liquidity position remained stable with current and acid test ratio of 2.00:1 and 1.26:1 as compared to 2010 of 2.10:1 and 1.20:1, respectively. Asset-to-liability and debt-toequity improved to 2.86:1 and 0.22:1 as compared with the previous year of 2.71:1 and 0.29:1, respectively. Financial Condition/Changes in Financial Condition (2010 vs. 2009) In 2010, total assets expanded by 26.61% to P=1.911B, higher by P=401.65M from the previous year s P=1.509B. This can be attributed to increase in short term cash investments, installment contracts receivable and real estate property held for future development. Majority of the Company s funds were used for project development resulting to high completion rates of Grand Emerald Tower and Manila Residences Bocobo. This resulted to the reduction of estimated development cost consequently increasing installment contracts receivable (net of estimated development cost). The stable cash flow has also enabled the Company to purchase a prime lot and pay cash dividends. Excess funds were channeled to short-term cash investments increasing the account by P=289.50M. Total liabilities, on the other hand, increased by 30.14% due to increase in accounts payable and accrued expenses and issuances of commercial paper. Total stockholders' equity stood at P=1.206B, 24.64% higher as compared with 2009 of P=967.54M. The increase was due to net income of P=265.60M less cash dividends of P=28.17M plus P=0.93M adjustment in net changes in fair values of available-for-sale investments. As a result of the foregoing, the Company s liquidity position remained stable with current and acid test ratio of 2.10:1 and 1.20:1 as compared to 2009 of 2.23:1 and 0.88:1, respectively. Asset-to-liability and debt-toequity were recorded at 2.71:1 and 0.29:1 as compared with the previous year of 2.79:1 and 0.30:1, respectively.

18 15 Results of Operation (March 31, 2013 vs. March 31, 2012) Net income for the first quarter amounted to P=26.22M, as compared to the same quarter of last year of P= 58.39M. The Company s current projects, Manila Residences Bocobo and Grand Emerald Tower were already sold at 90.85% and 95.22%, respectively as of December 31, 2012, resulting to the limited available units for sale which accounted for the decrease in revenues. With the latest acquisition of prime lots, the Company plans to launch new projects in the future to increase inventory and consequently generate more sales. On the cost side, cost of sales and operating expenses decreased by 78.35% and 31.35% as these move in tandem with sales. Financial expenses decreased due to the partial payment of notes payable. On the other hand provision for income tax decreased due to lower revenues. Altogether, net income stood at P=26.22M and translated to earnings per share and return on equity (both annualized) of P=0.13:1 and 6.45% as compared to the same quarter of the previous year of P=0.29:1 and 15.54%, respectively. Results of Operation (2012 vs. 2011) Total sales from real estate properties reached P=508.38M compared to the previous year of P=941.78M. The decrease in sales was due to lower inventory level in The two condominium projects, Grand Emerald Tower and Manila Residences Bocobo were already sold at 86.50% and 72.52% at the beginning of the year. Sales of the remaining inventory resulted to a sell out rate of Grand Emerald Tower and Manila Residences Bocobo at 95.22% and 90.85%, respectively. Revenue on sales of Grand Emerald Tower, which was completed in 2011, contributed 39.95% to sales, while Manila Residences Bocobo accounted for 59.23% of sales. On the cost side lower revenues decreased cost of sales and provision for income tax. Operating expenses likewise decreased due to lower personnel and professional fees. Interest expense remained fairly manageable at P=11.06M as compared to the previous year at P=11.25M. Altogether, net income after tax stood at P=255.99M and translated to earnings per share and return on equity of P=0.32 and 16.01% as compared with last year s P=0.39 and 21.95%. Results of Operation (2011 vs. 2010) The Company posted an increase of 19.35% in net income amounting to P=316.98M in 2011, from last year's figure of P=265.60M, despite the economic slowdown during the year. Grand Emerald Tower which was completed in the first quarter of 2011, generated sales of P=366.55M, while the fast construction of Manila Residences Bocobo at 96.36%, registered sales of P=557.80M. In addition, financial income derived from interest from sales of real estate properties reached M, increasing total revenues by 18.60%. The Company remained prudent in managing costs and other disbursements during the year. Cost of sales sales remained manageable at P=595.38M in 2011, as compared to the previous year of P=513.31M. Operating expenses on the other hand, moved in tandem with sales, which increased due to higher personnel and professional fees. Interest expense on the other hand, increased due to lower capitalized interest resulting from the completion of a project. As a result of the foregoing, the Company ended the year with a higher net income translating to an earnings per share and return on equity of P=0.47 and 21.95% in 2011, as compared to P=0.39 and 22.02% last year. Results of Operation (2010 vs. 2009) Total revenues reached P=940.72M exceeding last years figure of P=714.45M. Revenue on sales of real estate properties grew by % from P=576.19M in 2009 to P=766.76M in Revenue growth was driven by sales and high project completion rate of Grand Emerald Tower reaching 97.52%, while Manila Residences Bocobo, launched last year reached 38.10%. Revenue on sales of Grand Emerald Tower continued to contribute a significant 71.72% to annual sales since its launching in While Manila Residences Bocobo accounted for a bigger share of 27.78% as compared to the previous year of 5.99%. In addition, financial income which is substantially composed of interest income from sale of real estate properties increased by 25.60% accounting for 17.76% of total revenues. On the cost side, higher revenues increased cost of sales and provision for income tax. Operating expenses on the other hand decreased due to lower personnel expenses. Altogether net income for the year showed a significant improvement from P=129.50M to P=265.60M, translating to a % increase. With a better net income reported, earnings per share and return on equity improved dramatically from P=0.19 and 13.38% in 2009 to P=0.39 and 22.02% in 2010.

19 16 Financial Ratios Earnings per share P=0.32 P=0.39 P=0.33 Return on equity 16.01% 21.95% 22.02% Interest rate coverage ratio Asset to liability ratio Debt to equity ratio Current ratio Acid test ratio * Manner of Calculation Earnings Per Share = Net Income / Average Number of Shares Issued and Outstanding Return on Equity = Net Income / Total Stockholders Equity Interest Rate Coverage Ratio = [Net income before Tax + Depreciation + Interest Expense] / Interest Expense Asset to Liability Ratio = Total Assets / Total Liabilities Debt equity ratio = Loans and Notes Payable. Total Stockholders Equity (net of Net Changes in Fair Value of Investments) Current Ratio = Total Current Assets / Total Current Liabilties Acid-Test Ratio = Cash & Cash Equivalents + Short-term Investments + Available for Sale Investment + Installment Contract Receivable + Other Receivables Total Current Liabilities 1. Any Known Trends, Events or Uncertainties (material impact on liquidity) There are no known trends, events, or uncertainties that had a material effect on liquidity. 2. Internal and External Sources of Liquidity Internal sources come from sales of condominium and real estate projects, collection of installment receivables and maturing short-term investments. External sources come from commercial papers and promissory notes. 3. Any Event That Will Trigger Direct or Contingent Financial Obligation There is no known event that will trigger direct or contingent financial obligation that is material to the company, including any default or acceleration of an obligation. 4. Any Material Off-Balance Sheet Transactions, Arrangements, Obligations (Including Contingent Obligations), and Other Relationship of the Company with Unconsolidated Entities or Other Persons Created During the Reporting Period There are no items mentioned above which occurred during the reporting period. 5. Any Material Commitments for Capital Expenditures and Expected Sources of Funds of such Expenditures The amount of P= million as of December 31, 2012 representing the cost to complete the development of real estate projects sold will be sourced through: a. Sales of condominium and real estate projects b. Collection of installments receivable c. Maturing short-term investments d. Issuance of commercial papers and promissory notes 6. Any Known Trend or Events or Uncertainties (Material Impact on Net Sales or Revenues or Income) There is no known trend, event, or uncertainties that had a material effect on the net sales, revenues, or income. 7. Any Significant Elements of Income or Loss that did not arise from Registrant s Continuing Operations There is no significant element of income or loss that did not arise from registrant s continuing operations.

20 17 8. Any Known Trends or Events or Uncertainties (Direct or Contingent Financial Obligation) There are no events that will trigger direct or contingent financial obligation that is material to the Company. 9. Any Known Trends or Events or Uncertainties (Material off-balance sheet transactions, arrangements, obligations and other relationships) There are no material off-balance sheet transactions, arrangements, obligations, and other relationships of the Company with unconsolidated entities or other persons created during the reporting period. 10. Causes for any Material Changes from Period to Period in One or More Lines of the Registrant's Financial Statements Financial Condition (March 31, 2013 vs December 31, 2012) a. Decrease in Cash and Cash Equivalents was due to the shift of funds to short-term cash investments. b. Increase in Short term Cash Investments was due to placements. c. Increase in Available for Sale Financial Assets- was due to increase in value of stocks. d. Decrease in Installment Contract Receivables was due to collection. e. Increase in Other Receivables was due to increase in due from affiliates. f. Decrease in Real Estate Properties for Sale was due to sales. g. Increase in Real Estate held for Future Development was due to development costs. h. Decrease in Other Assets was due to input vat. i. Decrease in Accounts Payable and Accrued Expenses was due to payment. j. Decrease in Notes and Contracts Payable was due to payment. k. Increase in Income Tax Payable was due to accrual of first quarter of 2013 tax payable. l. Decrease in Deferred Income Tax was due to decrease in accounting income. m. Increase in Net Changes in Fair Value of Investments was due to increase in value of stocks. n. Increase in Retained Earnings was due to net income and other adjustments. Financial Condition (2012 vs 2011) a. Increase in Cash and Cash Equivalents was due to sales, collection of receivables and reinvestment of maturing placements to shorter period of investments. b. Decrease in Short-term Cash Investments was due to maturity. c. Increase in Available-for-sale Investments was due to increase in value of stocks. d. Decrease in Installment Contracts Receivable was due to collection. e. Increase in Other Receivables was due to advances to customers for real estate tax. f. Decrease in Real Estate Properties for Sale was due to sales. g. Increase in Real Estate Properties Held for Future Development was due to purchase of a lot. h. Increase in Other Assets was due to input tax of the new property purchased. i. Decrease in Accounts Payable and Accrued Expenses was due to payment of development costs, director s fees and refund of deposits. j. Decrease in Notes and Contracts Payable was due to payment. k. Increase in Income Tax Payable was due to higher taxable income. l. Decrease in Deferred Tax Liabilities was due to lower financial income as compared to taxable income. m. Increase in Capital Stock was due to 20% stock dividends. n. Increase in Net Changes in Fair Values of Available-for-sale Financial Assets was due to increase in value of stocks. o. Decrease in Appropriated Retained Earnings was due to reversal of appropriation for Manila Residences Bocobo since it is 100% completed. p. Increase in Unappropriated Retained Earnings was due to net income less cash and stock dividends.