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MARCH 13, 2017

The Annual Meeting of Stockholders of GFB ELECTRONICS,
INC. was held at Rizal Ballroom AB, Makati Shangri-La, Ayala
Avenue corner Makati Avenue, Makati City, Metro Manila, Philippines
on March 13, 2017 at 4:00 oclock P.M.

The meeting started with an invocation led by Rev. Fr. Pedro

Ruiz, parochial vicar of San Antonio Parish, Makati City. Thereafter,
the Chairman of the Board, Ms. Napolyn C. Fernandez, welcomed
the stockholders and guests to the 10 th Annual Meeting of


The Chairman called the meeting to order and requested the

Corporate Secretary to report on the service of notice of, and
existence of a quorum at, the meeting.


The Corporate Secretary reported that copies of the printed

Notice and Agenda of the meeting, together with the Information
Statement, 2016 Annual report and Proxy Form were delivered
personally or by mail to Philippine residents and overseas holders of
the Corporations shares of stock as of the Record Date, January 11,

Based on the Record of attendance and report on proxies

received by the Office of the Corporate Secretary with the assistance
of the Corporations transfer agent for Common Stock and Voting
Preferred Stock, The Hongkong and Shanghai Banking Corporation,
and the Corporations transfer agent for Non-Voting Serial Preferred
Stock, Rizal Commercial Banking Corporation, stockholders who own
or hold a total of 630, 559, 781 shares or 94.67 percent of the
outstanding shares of stock as of the Record Date were present in
person or represented by proxies in the meeting, to wit:

1. Abegail P. Guardian, Chairman of the Board of Directors
2. Napolyn C. Fernandez, President and Corporate Executive Officer
3. Frederick I. Barcelon, Corporate Secretary
4. Juan D. LaCruz, Head of the Audit Committee
5. Maria M. Akiling, Head of the Distribution Committee
6. Pedro P. Induko, Head of the Technologies Committee
7. Guillermo D. Eltoro, Member of Audit Committee
8. Artemio A. Pollo, Member of Audit Committee
9. Paquita D. Ampuit, Member of Technologies Committee
10. Aston K. Kinis, Member of Technologies Committee
11. Mila S. Kotsero, Member of Audit Committee
12. Roberto S. Taganas, Member of Distribution Committee


13. Saturno S. Saturinas

14. Clyde D. Dy
15. Juanito S. Teban
16. Polly Y. Carpio
17. Angelita S. Kuraton
18. Lydia B. De Santa


19. Alfredo C. Villa, representative from SGV

20. Macario R. Cuentador, Representative from HSBC

The Corporate Secretary then certified the existence of a


Based on the certification by the Corporate Secretary on the

existence of a quorum, the Chairman declared the meeting duly
convened and open for business.

As requested by the Chairman, the Corporate Secretary

announced the rules governing the conduct of the meeting, as

1. Any stockholder who desires to ask a question pertaining to any item

of the Agenda presented for approval:
a. Must first identify himself and request to be recognized by
the Chair;
b. Once recognized, the stockholder will be allowed to ask only
one question and the Chair has the discretion to entertain or
not to entertain a follow-up or second question;
c. A maximum of three (3) minutes will be allotted for any
questions or comments from the stockholder.
2. Any Stockholder who desires to raise questions or comments
unrelated to the main items of the Agenda may do so under Other
Matters or immediately prior to the end of the meeting. The same
procedure described earlier shall apply.
3. All stockholders must observe proper decorum. In case a stockholder
fails to observe the rules, the Chair has the discretion to declare him
out of order and exclude him from this meeting.
4. Only holders of outstanding shares of stock as of the Record Date,
January 11, 2017, are entitled to vote in this meeting. For items 4 and
5 of the Agenda, shares of Common Stock and Voting Preferred Stock
are entitled to vote. Shares of Non-Voting Serial Preferred Stock are
only entitled to vote on item 6 of the Agenda regarding the
amendment to the Third Article of the Articles of Incorporation,
pursuant to Section 6 of the Corporation Code.
5. Each item in the Agenda for stockholders approval will be voted upon
by means of written voting instructions. The Corporation earlier sent to
the stockholders a form of proxy which contains items for
stockholders approval and spaces where stockholders can indicate
their voting instructions (For, Against or Abstain). Those stockholders
present in person who did not submit their proxy forms have been
requested to complete the form of voting instructions at the start of or
during this meeting. The votes of stockholders present in person will
be added to the votes of the stockholders whose proxies were
received by the Corporate Secretary on or before the cut-off date,
March 10, 2017. The proxy votes have been tabulated by our transfer
agents Hongkong and Shanghai Banking Corporation, for Common
and Voting Preferred Shares and Rizal Banking Corporation for Non-
Voting Serial Preferred Shares.
6. The actual number of votes for or against, and the abstentions will not
be announced in this meeting, but will be disclosed to the Securities
and Exchange Commission and the Philippine Stocks Exchange
immediately after this meeting for public information.
7. The Corporate Secretarys decision on matters pertaining to proxies is
final and binding unless set aside by a court of competent jurisdiction.

The Corporate Secretary also informed the body that the

Companys tabulation, registration and reporting system has been
reviewed and tested by the Sycip Gorres Velayo & Co. (SGV) in
accordance with the Philippine Standards on Related Services 4400
Agreed-upon Procedures issued by the Auditing Standards and
Practices Council and that representatives from the SGV are present
in the meeting to check the completeness and accuracy of the
encoded proxies and voting instructions received as well as the
attendance and voting results generated by the system.


The Chairman announced that the next item on the Agenda is

the Presidents Report. He called on the President and Chief
Executive Officer, Ms. Napolyn C. Fernandez to render her report.

After greeting the stockholders and guests, the President and

Executive Officer proceeded to render her report.
The Presidents report is set out below. In the course of her
report, there was a PowerPoint presentation of the financial and
operating results.

Good afternoon, fellow shareholders.

These are the highlights of GFBs financial and operating

results for 2016:

In the last two years, GFB operated in a challenging

competitive environment. Trade in electronics is a very competitive
business, especially with the emergence of new electronic gadgets
every year which render older gadgets obsolete and, eventually,

This year, however, we are proud to announce that we are

becoming more profitable.

Core income, excluding exceptional items, grew by 5% from

360.9 million pesos in 2015 to 380.7 million in 2016, higher by 19.8
million, or an earnings per share of 90 pesos. For 2017, we expect
to sustain this momentum in profitability and anticipate core income
to rise further by 2% to 390.5 million pesos.

In the year 2016, GFB has added 10 GFB Electronics stores

in 10 different cities nationwide, to namely: Tacloban City, Davao
City, Cebu City, Maasin City, Tagbilaran City, Ormoc City, Cagayan
de Oro City, Bacolod City, Baguio City, and Tarlac City.

We have also partnered-up with G-Signal Satellite TV

Corporation to be their exclusive supplier of their GS TV Boxes and
Satellite dishes. Thus, extending our market wider in the nation.

The goal of our corporation is to provide better and more

relevant services to our people in this age of technology. We need
to develop further and explore more ways in serving the people
better. The key is to continue investing in our innovations and
develop in our knowledge of modern technology, to raise the global
competitiveness of our enterprise. We need to improve for the sake
of improving the welfare of the people. To provide competitive
electronics at an affordable price.

We can hope, that in the near future, every Filipino has a

GFB product in his pocket and in his home.

Thank you and good afternoon.


The Chairman announced that the next item on the Agenda is

the approval of the audited financial statements of GFB Corporation
for the fiscal year which ended December 31, 2016 contained in the
2016 Annual Report.

The Chairman inquired if there are any questions on the

financial statements. There was none.

Mr. Pedro P. Induko moved for the approval of the audited

financial statements of the Corporation for the fiscal year 206, and
that the votes be cast in accordance with the instructions of the
stockholders present or represented by proxies. The said motion was
duly seconded by Mr. Juan D. LaCruz.

There being no objection to the motion, the Chairman instructed

the Corporate Secretary to cast the votes.

The Corporate Secretary informed the body that the approval of

the audited financial statements requires the votes of the
stockholders representing at least a majority of the outstanding
shares of stock entitled to vote consisting of shares of Common Stock
and Voting Preferred Stock.

After casting the votes, he reported that more than a majority of

the outstanding shares of stock entitled to vote have been cast in
favor of the approval of the audited financial statements, to wit:

Total FOR Votes: 330, 141, 159 (329, 876, 897 proxy votes +
264, 039 votes of stockholders present in person but with proxies
previously filed + 223 votes of stockholders present in person with no
proxy previously filed but with voting instructions filed at the annual
meeting. Total AGAINST Votes: 7, 218 proxy votes. Total ABSTAIN
Votes: 351, 942 proxy votes.

Thereafter, the Chairman declared that the Corporations

audited financial statements for the year 2016 are approved.


The Chairman inquired if there are other matters for discussion.

With the permission of the Chairman, the Corporate Secretary
informed the body that under the Corporations By-Laws, it is the
Audit Committee that has the power to appoint the Companys
external auditors. On November 5, 2016, the Audit Committee
appointed Sycip Gorres Velayo and Co. (SGV) to audit the
Companys financial statements for the year 2016. In their meeting
held on November 6, 2016, the Board of Directors confirmed such
appointment of SGV.

The Chairman asked if there are any questions on the

appointment of SGV. There was none.


There being no other questions or matters for discussion, upon

motion duly made, seconded and carried, the Chairman declared the
meeting adjourned and conveyed his gratitude to the stockholders for
attending the meeting and for their support.



Corporate Secretary




Chairman of the Board President and CEO

SUBSCRIBED AND SWORN before me, a Notary Public for

and in the City of Makati, this 15th day of March 2017, FREDERICK I.
BARCELON exhibited to me his Philippine Passport bearing the
Passport No. EC1234567 issued on 01-02-15 in Pasay City.


Page No. 2; Notary Public for Makati
Book No. 4; Appointment No. 5035345
Series of 2017. Until 31 December 2017
Roll of Attorneys No. 91223
IBP No. 654077/ 12-31-2014
PTR No. 14434876/ 12-01-2017
MCLE 5 Compliance No. 00123; 9/16/16

Commission Serial No.: M-007