C04366-2023

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Jun 1, 2023
2. SEC Identification Number
CS200321240
3. BIR Tax Identification No.
227-599-320-000
4. Exact name of issuer as specified in its charter
CEBU LANDMASTERS, INC.
5. Province, country or other jurisdiction of incorporation
CEBU CITY, CEBU, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10TH FLOOR, PARK CENTRALE, B2 L3, JOSE MA. DEL MAR ST., CEBU IT PARK, APAS, CEBU CITY Postal Code 6000
8. Issuer's telephone number, including area code
(032) 231-4870
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON SHARES 3,465,201,467
11. Indicate the item numbers reported herein
OTHER ITEMS

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Cebu Landmasters, Inc.CLI

PSE Disclosure Form 4-24 - Results of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

CLI ANNUAL STOCKHOLDERS MEETING 2023

Background/Description of the Disclosure

Resolutions approved at the Annual Stockholders' Meeting on 01 June 2023.

List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person Shareholdings in the Listed Company Nature of Indirect Ownership
Direct Indirect
Jose R. Soberano III 168,980,480 1,098,657,647.06 Jose R. Soberano III owns 48% of AB Soberano Holdings Corp
Ma. Rosario B. Soberano 132,127,500 1,098,657,647.06 Ma Rosario B. Soberano owns 48% of AB Soberano Holdings Corp
Jose Franco B. Soberano 20,330,241 22,888,701.03 Jose Franco B. Soberano owns 1% of AB Soberano Holdings Corp,
Joanna Marie B. Soberano-Bergundthal 16,907,191 22,888,701.03 Joanna Marie B. Soberano-Bergundthal owns 1% of AB Soberano Corp
Beauregard Grant L. Cheng 2,453,000 0 NA
Stephen A. Tan 11,150 0 NA
M. Jasmine S. Oporto 8,920 0 NA
Rufino Luis T. Manotok 2 0 NA
Ma. Aurora Geotina-Garcia 2 0 NA
External auditor Punong Bayan & Araullo
List of other material resolutions, transactions and corporate actions approved by the stockholders

The following resolutions were approved during the meeting:

1. Approval of the minutes of the previous Annual Stockholders Meeting held on 7 June 2022.

2. Approval of the Audited Financial Statements as of December 31, 2022.

3. Approval of the proposed resolutions to amend the Articles of Incorporation:

BE IT RESOLVED, AS IT IS HEREBY RESOLVED,
A. That the Corporation is hereby authorized to create a new class of preferred shares through the reclassification of one (1) billion unissued common shares with a par value of One Philippine Peso (P1.00 per share to one (1) billion preferred shares with a par value of One Philippine Peso (P1.00) per share;

B. RESOLVED, FINALLY, that the Board approve the amendment of the Articles of Incorporation to reclassify such class of shares from the unissued common shares and to authorize the Board to determine its commercial terms and other salient features such as but not limited to redeemability, convertibility, and dividend rates per issuance thereof.

4. Ratification of all acts of the board of directors in the 2022-2023 term:
LOT ACQUISITIONS:
- In August 2022, CLI acquired a 17-hectare expansion site in Butuan City.
- CLI also acquired a 14.3 hectares of land from Xavier University for P1,435,530,000.00

SIGNIFICANT BOARD ACTIONS
- The Board approved the issuance of retail bond instruments registered with the Securities and Exchange Commission and listed with the Philippine Dealing Exchange Corp.
- CLI entered into a 30-year lease of a 4,000-square meter lot where the Company plans to build a commercial strip to complement its four-tower condominium development in Mandaue City, Cebu.
- CLI acquired road rights-of-way to improve traffic flow around Base Line Center, a mixed-use commercial development in Cebu City where the Company’s first hotel (Citadines) is located.
- CLI infused a total of P834 million into Cebu Homegrown Developers, Inc. to purchase a prime property owned by Aboitiz Land.
- The Board declared a regular and special cash dividend of 15 centavos and 3 centavos per share, respectively, on March 20, 2023, totaling P623 million and paid out on April 28, 2023.

5. Re-appointment of Punongbayan & Araullo as external auditor for fiscal year 2023.

Other Relevant Information

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Filed on behalf by:
Name Vasili Clare Temporada
Designation Corfin Admin