Philodrill TEST

Summary

The Philadel Corporation held its 2024 virtual annual stockholders meeting, beginning with the Philippine national anthem and a prayer for guidance. Chairman Gerard Anon s Ramos opened the meeting, which included reports on the company's financial performance and activities, including a decrease in revenues and an impairment provision. The management report highlighted the company's exploration in oil and gas and its budding interest in renewable energy. The meeting also covered the reappointment of the external auditor, the election of directors, and a tribute to a retiring executive. The meeting concluded with a commitment to strategic direction and honoring the company's legacy.

Takeaways

• 📅 The Philadel Corporation held its 2024 Virtual Annual Stockholders Meeting, adhering to technology trends and company bylaws.
• 🙏 The meeting commenced with a prayer for guidance, blessings, and open-mindedness among attendees.
• 📑 Chairman Gerard Anon s Ramos officially called the meeting to order and appointed attorney Adrian Aras as secretary.
• 📈 The company's main revenue source is from its equity stake in the G of field under service contract 14 C1, with a noted 11% decrease in production year on year.
• 📉 Revenues decreased due to lower crude prices, and production costs increased from 105.4 million pesos in 2022 to 138.745 million pesos in 2023.
• 🔍 An additional impairment provision of 61.4 million pesos was declared for certain assets after a review by management and external auditors.
• 🌐 The company is involved in several service contracts for exploration and development, with SC 6B Bonita being the most advanced.
• 📊 First quarter performance showed an increase in petroleum revenues by 133% due to higher oil prices, despite a slight drop in production.
• 🌱 The company is exploring opportunities in the renewable energy sector, aligning with the global shift towards cleaner energy sources.
• 🏢 The management expressed gratitude to stockholders, partners, officers, and staff, and acknowledged the legacy and vision of the late chairman Mr. Alfredo C Ramos.
• 🎉 A special recognition was given to Mr. Rado Ina Zara for his 37 years of service, as he retires from his position as Treasurer and Vice President for Administration.

Q & A

What is the purpose of the Philadel Corporation's 2024 virtual annual stockholders meeting?

The purpose of the meeting is to discuss the company's activities, accomplishments, and financial performance for the year 2023, as well as to address any shareholder concerns and to conduct necessary corporate governance activities such as the election of directors and appointment of external auditors.

How are the stockholders participating in the meeting?

Stockholders are participating in the meeting via remote communication, either personally or by proxy, with a total of 105,542,656 shares representing 55.8% of the company's outstanding capital stock in attendance.

What is the role of Adrian Aras in the stockholders meeting?

Adrian Aras is appointed as the secretary of the meeting, responsible for recording the proceedings and ensuring compliance with the meeting's formalities.

What was the main source of Philadel Corporation's revenues in 2023?

The main source of Philadel Corporation's revenues in 2023 was the Galoc field under Service Contract 14C1, in which the company has a 10.18% equity stake.

How did the company's production and revenues change year-on-year?

Production decreased by 11% year-on-year, and due to lower crude prices, revenues also decreased from 237.55 million pesos in 2022 to a lower amount in 2023.

What additional provision was made by the management regarding the company's assets?

The management, in coordination with external auditors, conducted a review of the company's assets and determined that an additional provision of 61.4 million pesos was appropriate to declare a portion of these assets as impaired.

What is the status of Philadel Corporation's exploration and development activities in other service contracts?

Philadel Corporation is an operator or member of several other service contracts under exploration, development, or application with the Department of Energy, including SC14 C2, SC53 Manduro, SC6B Bonita, SC74 Lakan, and SC6A Octon, with various stages of progress in exploration and development.

How did the company perform in the first quarter of 2024?

In the first quarter of 2024, petroleum revenues increased by 133% year-on-year due to higher oil prices, despite a slight 7.2% decline in production, resulting in a net income of 16 million pesos compared to a net loss of 900,000 pesos for the same period in 2023.

Does Philadel Corporation have plans to venture into renewable energy?

While the company will continue to prioritize the exploration and development of oil and gas resources, it has also started to explore opportunities in the renewable energy sector in response to the growing demand for cleaner energy sources and the country's efforts to transition to cleaner energy.

How does the ongoing issue with China in the West Philippine Sea affect Philadel Corporation's operations?

The ongoing issue with China in the West Philippine Sea has no direct impact on the service contracts that Philadel Corporation is involved in, as these contracts are within the territorial waters of the Philippines and outside the controversial nine-dash line of China.

What is the significance of the retirement of Mr. Rado Ina Zara?

Mr. Rado Ina Zara is retiring after 37 years of service to Philadel Corporation, having held the position of Treasurer and Vice President for Administration. His retirement is a significant milestone, and his contributions to the company are greatly appreciated.

What is the process for the election of directors for the upcoming term?

The nominees for directors have been pre-qualified and approved by the corporate governance and nominations committee. The election process involves the casting of votes by the shareholders, with all nine nominees receiving sufficient votes to be elected as board members for the term 2024 to 2025.

Outlines

00:00

📅 Opening and Prayer at Philadel Corporation's 2024 Annual Meeting

The video script begins with the opening of the Philadel Corporation's 2024 virtual annual stockholders meeting, requesting attendees to silence their devices. A prayer is offered for guidance and blessings on the meeting's proceedings. The chairman, Mr. Gerard Anon s Ramos, officially calls the meeting to order and acknowledges the presence of board members, management team, and guests. The meeting is being conducted remotely in compliance with technology trends and company bylaws.

05:00

📝 Meeting Procedures and Quorum Verification

The script continues with the corporate secretary confirming the distribution of notices for the annual meeting, as well as the publication of required documents on the company's website and the PS edge portal. The presence of a quorum is verified, with over 105 million shares representing 55.8% of the company's outstanding capital stock being represented. Voting procedures are outlined, and the approval of the minutes from the previous year's meeting is proposed and seconded without objections.

10:08

📈 Management Report and Financial Overview for 2023

The president, Mr. Adrian Ramos, delivers the management report, highlighting the company's activities and financial performance in 2023. The main revenue source is the G of field under Service Contract 14 C1, with a noted decrease in production and revenues due to lower crude prices. The company also faced increased production costs and an additional provision for asset impairment. Despite these challenges, the company reported an increase in petroleum revenues in the first quarter of 2024 due to higher oil prices. Other exploration and development projects are also discussed, including the advancement of SC 6B Bonita and plans for new service contracts.

15:10

🌐 Renewable Energy and Territorial Issues Q&A

The script includes a Q&A session where the company's exploration of renewable energy opportunities is addressed, aligning with the country's transition to cleaner energy sources and the company's commitment to sustainable operations. Additionally, the ongoing territorial dispute with China in the West Philippine Sea is confirmed to have no direct impact on the company's service contracts, as they are within the territorial waters of the Philippines.

20:11

🏆 Ratification of Resolutions and Appointment of External Auditor

The meeting proceeds with the ratification of acts and resolutions by the board of directors, management, and committees since the last annual meeting. The external auditor, SGV, is reappointed for the current fiscal year, with a high percentage of shares voting in favor. The voting results are disclosed, confirming the approval of the auditor's appointment.

🛑 Election of Directors and Closing Remarks

The election of directors is conducted, with all nominees receiving sufficient votes for their appointment to the board. A special acknowledgment is given to Mr. Rado Ina Zara for his dedicated service of 37 years before his retirement. The meeting concludes with a motion to adjourn, expressing gratitude for the support of stockholders and a commitment to continue the company's strategic direction and legacy.

Keywords

💡Annual Stockholders Meeting

An Annual Stockholders Meeting is a formal gathering of the shareholders of a corporation to discuss and make decisions on various corporate matters. In the context of the video, it is the central event where the company's performance is reviewed, and future plans are outlined. The script mentions the 'Philadel Corporation's 2024 virtual annual stockholders meeting,' indicating the importance of this event in the company's governance and decision-making process.

💡Remote Communication

Remote Communication refers to the use of technology to enable interaction between individuals or groups without being in the same physical location. The script highlights that the stockholders meeting is being held 'via remote communication,' which is a response to modern technology trends and possibly health and safety considerations, allowing shareholders to participate without being physically present.

💡Quorum

A Quorum is the minimum number of individuals, in this case, shareholders, who must be present at a meeting to make decisions that are legally binding. The script verifies the presence of a quorum, stating '105 b42, m656 259 shares or 54.92 per represented,' which is essential for the meeting to proceed and conduct business.

💡Management Report

A Management Report is a document that provides an overview of a company's activities, financial performance, and future plans. In the script, the president, Mr. Adrian Ramos, is asked to 'report on the company's activities and accomplishments for the year 2023,' which is a key component of the annual meeting, informing shareholders about the company's direction and achievements.

💡Impairment Provision

An Impairment Provision is an accounting entry made to recognize a decline in the value of assets. The script mentions that 'an additional provision to declare a portion of these assets as impaired...was appropriate,' which indicates the company has reassessed the value of some assets and determined they are worth less than their carrying value on the books.

💡Exploration and Production

Exploration and Production are the primary activities in the oil and gas industry, involving the search for new reserves and the extraction of resources. The script refers to the company's focus on 'exploration and development of oil and gas resources,' which is central to its business operations and future growth.

💡Renewable Energy

Renewable Energy is energy generated from natural resources that are replenished on a human timescale, such as sunlight, wind, and water. The script includes a question about the company's plans for 'venturing into renewable energy,' reflecting a growing interest in sustainable and environmentally friendly energy sources.

💡Service Contract

A Service Contract in the context of the oil and gas industry is an agreement between a company and a government or other entity, granting rights to explore and produce resources in a specific area. The script mentions several service contracts, such as 'SC 14 C1' and 'SC 6B Bonita,' which are integral to the company's operations and potential revenue.

💡Farm-in Agreement

A Farm-in Agreement is a contract where one party agrees to participate in an existing project by contributing resources in exchange for a share of the project's output or revenue. The script refers to a 'farm-in agreement' for SC 6B Bonita, which has been approved and is part of the company's strategy to expand its operations.

💡Audit Committee

An Audit Committee is a group within a company's board of directors that oversees financial reporting, audits, and the company's internal control and risk management systems. The script notes that the 'audit committee has evaluated the past performance of sgv,' highlighting the committee's role in ensuring the company's financial integrity and compliance.

💡Election of Directors

The Election of Directors is a corporate governance process where shareholders vote to appoint individuals to the board of directors. The script describes the 'election of directors' and the certification of the results, which is a critical aspect of the annual meeting, determining the leadership and governance of the company.

💡Retirement

Retirement is the act of leaving one's occupation or ending one's career. In the script, there is a mention of 'retirement' in the context of Mr. Rado Ina Zara, who is retiring after 37 years of service, reflecting a significant milestone and a moment of appreciation for his contributions to the company.

Highlights

The meeting begins with a request to silence all gadgets and an invocation for guidance and blessings.

The chairman, Mr. Gerard Anon s Ramos, calls the 2024 virtual annual stockholders meeting to order and welcomes the attendees.

Mr. Ramos acknowledges the presence of distinguished board members, management team, and representatives from stock transfer services and auditors.

The corporate secretary confirms the notice of the meeting was duly sent and a quorum is present for conducting business.

The minutes from the 2023 annual stockholders meeting are approved without reading, indicating all necessary information was previously shared.

The president, Mr. Adrian Ramos, presents the management report, highlighting the company's activities and accomplishments for 2023.

Mr. Ramos reports a decrease in petroleum production and revenues in 2023, attributing the decline to lower crude prices and production costs.

An impairment provision of 61.4 million pesos was made after reviewing assets, which affected the net income for the year.

Despite challenges, the company registered a net income of 16 million pesos in the first quarter of 2024, a significant improvement from the previous year.

Phil Dril's involvement in various service contracts and exploration projects is detailed, showcasing their commitment to expanding their oil and gas operations.

The board and management express gratitude for the support of stockholders and partners in continuing the legacy of the late chairman.

In response to a stockholder's question, the company acknowledges exploring renewable energy opportunities while prioritizing oil and gas resources.

The ongoing issue with China in the West Philippine Sea is addressed, confirming no direct impact on Phil Dril's service contracts.

The management report and financial statements for 2023 are approved, demonstrating transparency and accountability to stockholders.

The acts and resolutions of the board of directors and management since the last annual meeting are ratified without objections.

SGV & Co. is reappointed as the external auditor for 2024, following a satisfactory performance review by the audit committee.

All nine nominees for directors are elected, ensuring continuity and strategic leadership for the company.

Mr. Raldo Ina Zara, the retiring Treasurer and VP for Administration, receives heartfelt gratitude for his 37 years of dedicated service.

The meeting is adjourned with a commitment from the board and management to continue working towards the company's strategic goals and legacy.

Transcripts

good afternoon ladies and gentlemen

before we begin may I request everyone

to please put your gadgets on silent

mode so as not to disrupt the

proceedings for this afternoon we will

now begin the philadel corporation's

2024 virtual annual stockholders meeting

with a singing of the Philippine

national an

I am

be

of God

is please remain standing for the prayer

dear heavenly father we thank you for

Gathering us all today in this important

Endeavor we ask that you bestow your

guidance and blessing upon each

attendee may we honor one another by

keeping an open mind

may we voice are trueu and listen with

an open

heart bless everyone present today that

each may be able to share his or her

contributions and

Gifts Grant good health and safety to

loved ones left outside this room and

bestow peace and good willll to all of

us we ask for your wisdom and Grace to

use our talents for the betterment of

Others May the various activities

related to this day be a Success Through

Your

intervention we gratitude we offer this

prayer in your name

amen I now turn over the meeting to our

chairman Mr Gerard Anon s Ramos

uh ladies and gentlemen good afternoon

it is now 2:30 p.m. as chairman of this

meeting I hereby call the meeting to

order and appoint attorney Adrian Aras

as

secretary welcome to the 2024 annual

stockholders meeting of the Phil Jil

Corporation as we adapt to technology

Trends and pursuant to the provisions of

the company's bylaw we are holding the

stockholders meeting via remote

communication each year we look forward

for to this opportunity to meet with you

and share what your corporation has

accomplished during the past year we are

grateful that you are able to join us

today uh first let me acknowledge the

presence of our distinguished members of

the board Mrs present s Ramos Mrs maen

Alexander Ramos padila Mr Adrian Paulino

s Ramos Mr Christopher M ganko Mr raldo

E

nazara our independent director ctors

Mrs Alan L kopok Vincent L tonco and

John Peter higer our management team is

also here with us our vice president for

exploration and production Mr Dennis

Panganiban Treasurer and vice president

for finance Mr Reay nazera and our

corporate secretary attorney Adrian Aras

also joining today our representatives

from stock transfer Service Inc and our

Auditors from CP gorz Bayo and Company

to all shareholders and guests attending

this meeting

welcome um may we know from the

corporate secretary if notices of

today's annual stockholders meeting have

been sent to All stockholders of

record yes Mr chairman in compliance

with the requirements of the Securities

and Exchange Commission on the

alternative mode of Distributing the

notice of the meeting information on the

date time and place of meeting has been

published in the Manila Times and daily

tribute on May 20 and 21

2024 both in print and online formats

likewise notices were sent via email to

the stockholders of Records the

electronic copy of the definitive

information statement management report

SEC form 17A and other required

documents are also available at the

company's website fill.com and uploaded

at the PS edge

portal uh will the secretary now please

inform the body if there is a quum for

today's

meeting as verified by our transfer

agent

stsi at least 105 bli 874

m658 370 shares representing

55.8% of the companies's outstanding

Capital stock are in attended and

participating by remote communication

either personally or by proxy for

today's meeting we have validated a

total of 11 proxies equivalent to

105 b42

m656 259 shares or 54.92 per represented

in this meeting a Corum therefore exists

for the transaction of

business all details pertaining to the

registration proc and voting are fully

disclosed in the definitive information

statement filed with the SEC and

uploaded in the company's

website

www.fi.com and P wedge edge

portal edge. pse.com.ph in compliance

with the requirements of section 49 of

RCC please refer to your screen for the

voting procedures

uh thank you Mr corporate secretary

there being a quorum we now proceed to

the next item in the agenda uh the next

order of business is the approval of the

minutes of the annual stockholders

meeting held last June 21 2023 please

note that an electronic copy of the

minutes is available online and may be

viewed at the company's

website Mr chairman as a stockholder of

P drill I have seen the video of the

last of the proceeding last year and

read the minutes of the annual

stockholders meeting held last June 21

2023 I am aware that the same has been

uploaded in the company's website under

the disclosure section considering that

the said minutes contain the prescribed

information under the law I move that

the reading of the eight pages minutes

of the 2023 annual stockholders meeting

May dispense with and that the same be

approved I second

motion so there is a motion to dispense

with the reading of the minutes of the

last annual stockholders meeting and to

approve the same without reading are

there any

objections there being none the minutes

of the June 21 2023 annual ual

stockholders meeting is hereby

approved uh we move to the next item in

the agenda may we ask our president Mr

Adrian Ramos to report on the company's

activities and accomplishments for the

year

2023 thank you Mr

chairman may I request the stockholders

attending this meeting to reserve their

questions during the open Forum after

the rendition of the management report

you may also send in your questions via

email to info@ fill.com or 2024 ASM

fill.com with the subject ASM question

comment relevant questions on a

management report will be read by the

moderator and will be answered

accordingly ladies and gentlemen good

afternoon it is my honor and privilege

to present the management report to our

shareholders the G of field on under

service contract 14 C1 in which fidil

has a 10.18% equity stake continues to

be the main source of our company's

revenues G of production decreased by

11% year on-year and with lower crude

prices between 2022 and

20123 revenues ultimately decreased from

237.55 6 million pesos our company share

and production costs also increase from

105.4 million pesos in 2022 to

138.74503

million pesos in

2022 in 2023 the management in

coordination with our external Auditors

conducted an additional review of our

assets and determined that an additional

provision to declare a portion of these

assets as impaired am amounting to 61.4

million pesos was appropriate without

this onetime adjustment net income for

the year would have stood at 12.1

million

pesos highlights from our first quarter

performance are shown on

screen petroleum revenues year on-ear

are increased by 133% on account of

higher oil prices although production

declined slightly by

7.2% as a result the company registered

a net income of 16 million pesos versus

a net loss of 900,000 pesos for the same

period in

2023 aside from Gallo pill is an

operator or member of several other

service contracts under exploration

development or application with the

Department of energy these are namely

sc14 C2 or Westlin apakan sc53 manduro

SC 6B Bonita SC 74 lakan and SC 6A

Octon the participating interest of

fided drill is shown on

screen while SC 6A is under a new

application has nominated area 10 for a

new service contract with the Department

of energy the others are in various

stages of exploration and

development of these SC 6B Bonita is the

most advanced with with need of

petroleum entering into a farm in

agreement with the Consortium in early

2022 which has since been approved by

the doe in

December 20 in December

2023 a new joint operating agreement was

signed in July

2023 and an application for a

development and production petroleum

service contract over the old SC 6B was

submitted to the doe in January of this

year with a new operator for the service

contract the goal is to drill the cadow

forwell and bring the cadow field to

production as soon as possible a drill

ship has been identified and is

currently undergoing repairs in Vietnam

to prepare the ship for

deployment the board and management of

fad drill would like to thank all our

stockholders Partners officers and staff

for your

support with your help we'll be able to

honor the Legacy and vision that our

late chairman Mr Alfredo C Ramos had for

his beloved company in the months and

years ahead thank you and good

afternoon thank you the flooor is now

open for any questions and or

clarifications regarding the management

support yes Mr chairman we have received

an email question from one of our

stockholders and the question goes with

the current Trend does the company have

any plans of venturing into renewable

energy um may we ask our vice president

for exploration and production Mr Dennis

pangan to address this

question uh yes thank you for that

question question uh well the company

will continue to prioritize the

exploration and development of oil and

gas resources however uh it has also

started to explore opportunities in the

renewable energy sector uh this is uh in

response to the growing demand and

efforts for the country to transition to

cleaner energy

sources we also uh think that this is in

line with the company's commitment to

sustainable

and environmentally responsible

operations and we believe that it will

enable the company to capitalize on the

potential for growth and innovation in

the Alternative Energy

Market okay thank you for that uh Mr

Panganiban but we have a follow-up

question another uh this one was raised

by uh our stockholder asking does the

ongoing issue with China in the west

Philippine Sea affect any of our service

contract areas where Phil drill

operates uh the ongoing issue with China

in the west Philippines he has no direct

impact on the service contracts uh that

fil dril is involved in uh whether uh

it's just a joint venture member or it

operates these service contracts uh are

actually uh out within the territorial

Waters of the Philippines and are

actually located outside of the

controversial n-h line of

China okay thank you for that sir um Mr

chairman we have no further questions as

of the

moment I move that the uh I move that

the management report and financial

statements for the year 2023 be noted

and

approved I second the motion it has been

moved and seconded that the management

report and financial statements for

fiscal year 2023 be noted and

approved the next order of business is

the ratification of the acts and

resolutions of the board of directors

management and all

committees uh Mr chairman we seek the

ratification by the stockholders for the

acts and resolutions of the board of

directors its committees and management

of the company taken or adopted since

the annual stockholders meeting last

June 21 2023 until the date of this

meeting June 19

2024 this acts and resolutions are

presented to you on the screen

Mr chairman I move for the approval of

all the acts and resolutions of the

board of directors its committees as

well as acts of management taken or

adopted since the annual stockholders

meeting held last June 21 2023 until May

3

2024

yeah I second the motion Mr chairman are

there any objections

there being none the motion is approved

the next order of business is the

appointment of the independent external

auditor for the current fiscal year the

audit committee has evaluated the past

performance of

sgv uh and is satisfied of the services

provided by The Firm sgv has performed

with appropriate competence Independence

and objectivity as such upon the

recommendation of the audit committee

the Phil Corporation reappoints cisp GES

vayo and Company as its external auditor

for fiscal year 2024 representatives of

sgb and Company are present in this

meeting to answer any questions or

clarifications you may

have Mr corporate secretary please

disclose the voting results on the

external auditor yes Mr chairman I am

pleased to announce that on the

resolution appointing sgv as the

company's external auditor for

2024 a total of 105

b781 m

52,1 120 shares cast their votes on the

resolution with no one voting against

the

resolution while 93 M1 156,000 shares

voted to

abstain with

99.91% of the total voting shares

represented in this meeting voting in

favor the resolution appointing sgb as

fi drill's external auditor for 2024 is

hereby

approve we move to the next item in the

agenda which is the election of

directors our corporate secretary will

explain the nomination and the election

process uh thank you Mr chairman in

accordance with the company's revised

manual and corporate governance all

nominees for directors have been

pre-qualified and approved by the

corporate governance and Nomine ations

committee the nominees for regular

directors are presentation is Ramos

Morin Alexandra AR

padila Gerard antones

Ramos Adrien Paulino is

Ramos Christopher M

ganko raldo E

nazera for independent

directors Alan L

kopok Vincent El Tempco John Peter

Hager thank you very much Mr corporate

secretary we may we now have the results

of the

election yes Mr chairman for the voting

results a total of 105 billion 874

million shares equivalent to 100% of the

total voting shares represented in this

meeting cast their votes with the

following results

with the foregoing results Mr chairman I

hereby certify that all the nine

nominees for directors have received

sufficient votes to elect them as board

of directors of the field drill

Corporation for the term 2024 to

2025 thank you uh next do the

stockholders have any other matters or

business to

present Mr chairman may I take this

opportunity to express our heartfelt

gratitude to our Treasurer and vice

president for administration Mr Rado Ina

Zara who after 37 long years of hard

work will be retiring by the end of this

month Ren on behalf of fad drill's board

and management your colleagues and all

the staff both past and present that

have worked with you thank you and

congratulations on your retirement we

greatly appreciate your dedicated years

of service and loyalty to our company we

value all your sacrifices in helping fer

drill grow to where it is today you

really went above and beyond to help

this company reach its full potential

thank you Mr

nazarea thank you yeah Mr nazara thank

you as well and congratulations on your

retirement thank you all thank you to

the board of directors and to the

management of the company for the trust

and confidence that I have stowed on

me thank you R thank you Mr Mrs

Ramos as I move on after retirement it

will always be a source of Pride and

fulfillment for me to have been part of

an institution that is one of the

pillars in the domestic Upstream

petroleum industry and to have been

given the opportunity to make a humble

contribution to its growth and financial

stability during my stay God bless pH

drill

thank you we will now entertain any

motion for

adjournment Mr chairman I move that this

meeting be

adjourned a second motion Mr

chairman the 2024 annual stockholders

meeting of the Phil Corporation is

hereby adjourned thank you everyone for

your gracious presence and participation

in this year's annual stockholders

meeting we truly appreciate your

unwavering support to fill rest assured

your board and the management will

continue to work for the company's

strategic Direction and ensure that it

is aligned with its Mission values as

envisioned by our principal we are

determined to create better value for

your company and continue acr's Legacy