SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-A

ANNUAL REPORT PURSUANT TO SECTION 17 OF THE

SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION
CODE OF THE PHILIPPINES

1. For the Fiscal Year ended December 31, 2011

2. SEC Identification No. 427A 3. BIR Tax Identification No. 000-707-286

4. Exact Name as specified in its charter: ATOK-BIG WEDGE CO., INC.

5. Province, Country or other jurisdiction of 6. (SEC use only)

incorporation or organization: Philippines Industry Classification Code

7. Address of principal office: 10th Floor, Alphaland Southgate Tower, 2258 Chino Roces
Avenue corner EDSA, Makati

8. Postal Code 1232

9. Registrant’s telephone number, including area code: (632) 338-5599

10. Former name, former address, and fiscal year, if changed since last report: N.A.

11. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Number of Shares of Common

Stock Outstanding
Title of Class Number of Shares Par value
Common 2,545,000,000 P2,545,000,000.00

Total Liabilities as of 31 December 2011: P 5,078,120.00

==========

12. Are any or all of these securities listed on the Philippine Stock Exchange?

Yes [ x ] No. [ ]

13. Check whether the registrant:

(a) Has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17
thereunder, or Section 11 of the Revised Securities Act and RSA rule 11-(a)-1
thereunder, and sections 26 and 141 of the Corporation Code of the Philippines during
the preceding 12 months (or for such shorter period that the registrant was required to
file such reports):

1
 Yes [ x ] No. [ ]

(b) Has been subject of such filing requirements for the past 90 days:

Yes [ x ] No. [ ]

14. State the aggregate market value of the voting stock held by non-affiliates of the registrant.

Non-Affiliates Market Value Total

No. of Shares As of 12.31.11 Market Value
Common 105,778,556 Php24.00 Php2,538,685,344.00

PART I - BUSINESS AND GENERAL INFORMATION

Item 1: Description of Business

Atok-Big Wedge Co. Inc. (the “Company”), formerly Atok-Big Wedge Mining Co., Inc., was
incorporated and registered with the Securities and Exchange Commission on September 4, 1931. Its
corporate life was extended on September 25, 1981 for another fifty (50) years to expire on
September 25, 2031. It is listed in the Philippine Stock Exchange (the “PSE”).

Since its incorporation, the Company engaged in mining as its primary purpose, producing gold
as its major product and silver as a by-product. Its production was all sold to the Central Bank of the
Philippines at a price subsidized by the Philippine Government, and later on at the prevailing world
market price. Gold bullions are used by the Philippine Government as one of the components in the
monetary reserve.

Although the Company changed its primary purpose in 1996 from mining to general
investment, it reverted to its original purpose of engaging in exploration and development of mining,
oil, gas, and other natural resources when it amended its Articles of Incorporation, which was
approved by the Securities and Exchange Commission (the “SEC”) on May 24, 2010.

The Company has two wholly-owned subsidiaries, AB Stock Transfers Corporation (“ABSTC”)
and Tidemark Holdings Limited (“Tidemark”).

ABSTC was incorporated on June 24, 2010, with the purpose of establishing, operating, and
acting as a transfer agent and/or registrar of corporations.

On the other hand, Tidemark is a Hong Kong company, which the Company bought from Major
Holdings Corporation on October 3, 2011. Tidemark owns 8,646,757 ordinary shares of Forum Energy
plc, a United Kingdom company (“Forum”) representing approximately 25.92% of Forum’s outstanding
capital. The ordinary shares of Forum are traded and listed in the Alternative Investment Market of
the London Stock Exchange. Forum is a gas & oil exploration and production company with a portfolio
of projects in the Philippines. It has 70% of the equity in the licence in which the Sampaguita offshore
gas discovery is situated and which is covered by Service Contract No. 72. The block is located off the
North West coast of Palawan Island in the Philippines.

Atok Gold Mining Co., Inc. (“Atok Gold”) used to be a wholly-owned subsidiary of the
Company. On June 3, 2011, the Company sold its entire interest in Atok Gold to Progressive
Development Corporation (“PDC”). PDC paid a total consideration of Php12,776,000.00 for
33,075,121 shares at Php0.3863 per share. The sale price was paid in cash and in full on the date of
execution (June 3, 2011) of the sale documents. The proceeds forms part of the Company’s
operating funds and is being used for operations (including ongoing exploration and business
development activities).

The Company is a regular member and signatory of the Chamber of Mines. It has adopted the
spirit and substance of the Chamber of Mines’ Code of Conduct which calls for sustainable mineral
resources development, environmental responsibility and a social commitment to the general welfare
and economic development of the people in the localities in which it operates.

Over the past seven decades, the Company has established a strong foundation in the
Philippine mining industry. Pursuant to its goal of seeking out projects to put into operation, the
Company made a continued careful and diligent evaluation of multiple metallic and non-metallic
prospects for possible investment throughout the past year. It concentrated its efforts in the
Philippines and in Laos, with priority on projects in the advanced stage, but not disregarding greenfield
exploration prospects with potential. Negotiations also continued for mines with confirmed potential
and previously operated but closed down during the period with low metal prices.

In 2011, a total of twenty (20) metallic, non-metallic and oil project sites were evaluated,
including four (4) projects in the Philippines and sixteen (16) in Laos. Out of these projects, one (1) oil
investment materialized, two (2) metallic projects are on continued evaluation/negotiation stage and
five (5) projects were considered with potential but in low-priority because they are in the greenfield
stage.

Participation in Bankruptcy, Receivership or Similar Proceedings

There were no bankruptcy, receivership, or similar proceedings involving the Company.

Business Indicators

The Company is exploring the possibility of entering into a business venture with local and
foreign entities to maximize the potential of its mineral properties and to enhance its earnings in the
very near future. It will abide by the principle of sustainable and socially acceptable mineral resources
development.

The viability of expanding the current pilot plant operation and sustaining it at an economically
viable scale depends on the price of gold in the world market, the peso-dollar exchange rate, the
efficiency of mining and milling operations, and the grade of ore. The higher the grade of ore in grams
gold per ton of ore, the higher the profit margin will be.

Patents, Franchise/Government Approvals

The Company has complied with government rules and regulations and has paid all the
necessary taxes and fees. It regularly coordinates with the DENR with regard to new rules and
regulations that may be promulgated.

3
Employees

In 2011, the Company has a total of three (3) regular employees (excluding management)
while ABSTC, the Company’s subsidiary has only one (1) regular employee. All other employees are
covered by service agreements with independent service contractors. Employees' salaries and benefits
are in compliance with Philippine labor laws.

The principal duties and responsibilities of the employees of the Company and its subsidiaries
are to conduct technical evaluation of potential mining projects, maintain the validity and existence of
the subsidiary’s mining rights, conduct exploration and development works, set and run a pilot gold
processing plant, and secure all other properties of the subsidiary, including the plant, equipment,
records, maps and other valuable information at the mine site.

Customers

The Company and its subsidiaries are not dependent on any single customer or on a few
customers.

Transactions with and/or Dependence on Related Parties

In the normal course of business, the Company has non-interest bearing advances to/from
related parties for working capital purposes.

The following summarizes the Group’s transactions with related parties and their corresponding
balances as at December 31, 2011 and 2010:

2011 2010
Outstanding Outstanding
Transaction Receivable Transaction Receivable
Nature of Transaction Amount (Payable) Amount (Payable)

Nature of Transaction
Lease of office space P 4,083,795 (1,511,530) 3,965,431 (888,181)
Sub-lease of office space 195,986 119,353 - -
Allocated expenses 5,909,173 (1,771,803) - -
Advances 115,770 (115,770) - -
Working capital 190,450 190,450

Effect of Existing or Probable Governmental Regulations

The Philippine government is currently reviewing its policy on mining. Any such policy, when
adopted, may have a significant on the Company’s future endeavors into mining activities.

Nonetheless, a combination of political, administrative and social issues slowed the pace of
mining permit processing in the Philippines. For this reason, none of the pending projects for the
Company progressed. A team sent by the Company evaluated a potentially mineralized area in the
Bicol region last September 2011. Surface indications combined with the presence of existing
producing mines in the vicinity gave interest to this prospect. However, the existing tenement
application by the claim owner was rejected by the DENR. Without a valid permit, a more thorough
exploration program cannot be implemented.

Research and Development Activities

The Company does not allocate specific amounts or fixed percentages for research and
development. The allocation for such activities may vary depending on the nature of the project.

Total cost incurred, including exploration and development works, during calendar years 2009,
2010, and 2011 are as follows:

Period Revenue Exploration Development Percentage on

and Environmental Cost Revenue
CY 2009 424,850 4,914,926.53 1,157%
CY 2010 27,519,312.00 9,114,885.68 33%
CY 2011 42,236,307.00 3,491,488.92 8%
Total 70,180,469.00 17,521,301.13

The above-mentioned expenses were incurred pursuant to the mandatory requirement to

conduct annual assessment works, i.e. reconnaissance and semi-detailed exploration works such as
geological mapping, sampling, opening up of assessment tunnels, ore reserve development and
assaying of samples, etc., to prove mineable ore reserve, as provided under the Philippine Bill of 1902,
Presidential Decree No. 463, the New Mining Code, and applicable laws, rules and regulations.

Compliance with Environmental Laws

The Company is currently not operating a mine or oil project. In the event that it does, all
necessary pollution control and environmental protection measures will be set in place.

Competition

The Company is currently not operating a mine or oil project.

Risk Factors

The Company’s profitability is dependent on the performance of its subsidiary ABSTC and
affiliate Forum.

5
Financial Risk Management

The Company has exposure to the following risks from its use of financial instruments:

 Credit Risk
 Liquidity Risk
 Market Risk

The Company’s Board of Directors has overall responsibility for the establishment and oversight
of the risk management framework.

The Company’s risk management policies are established to identify and analyze the risks faced
by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to
limits. Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and Company’s activities. All risks faced by the Company are incorporated in the annual
operating budget. Mitigating strategies and procedures are also devised to address the results. The
Company, through its training and management standards and procedures, aims to develop a
disciplined and constructive control environment in which all employees understand their roles and
obligations.

The Company’s Board of Directors reviews and institutes policies for managing each of the risks
and these are summarized below.

Credit Risk

Credit risk represents the risk of loss the Company would incur if credit customers and
counterparties fail to perform their contractual obligations. The Company’s credit risk arises principally
from the Company’s cash in banks and cash equivalents, trade receivables and refundable deposits.

Receivables which are neither past due nor impaired are of good quality. These are from clients
that pay on time or even before maturity date.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as
they fall due. The Company manages liquidity risk by forecasting projected cash flows and maintaining
a balance between continuity of funding and flexibility in operations. Treasury controls and procedures
are in place to ensure that sufficient cash is maintained to cover daily operational and working capital
requirements. Management closely monitors the Company’s future and contingent obligations and sets
up required cash reserves as necessary in accordance with internal requirements.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest
rates and other market prices will adversely affect the Company’s income or the value of its holdings of
financial instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimizing the return.

The Company is subject to transaction and translation exposures resulting from currency
exchange fluctuations. The Company regularly monitors outstanding financial assets and liabilities in
foreign currencies and maintains them at a level responsive to the changes in current exchange rates.
Capital Management

The primary objective of the Company’s capital management is to ensure its ability to continue
as a going concern and that it maintains healthy capital ratios in order to support its business.

The Company monitors capital on the basis of debt-to-equity ratio which is calculated as total
debt divided by total equity. Total debt comprises of accounts payable and accrued expenses, other
current liabilities and due to related parties. Total equity comprises all components of equity.

Item 2: Description of Properties

Other than its shareholdings in ABSTC and in Forum (through Tidemark), the Company has no
other significant properties.

Item 3: Legal Proceedings

On November 9, 2010, the Company filed a complaint for specific performance against Intex
Resources ASA (Intex), a company publicly-listed in the Kingdom of Norway, before the Regional Trial
Court of Makati City. In its complaint, the Company prayed that judgment be rendered ordering Intex
to honor its agreement to sell 100% of Intex Resources AS, a private Norwegian company owned by
Intex, for USD 10 million cash and 300 million new shares of the Company.

Intex Resources AS owns 100% of the Mindoro Nickel Project, a project comprising 9,720
hectares in the island of Mindoro.

Item 4: Submission of Matters to a Vote of Security Holders

During the 2011 Annual Meeting of Stockholders, the Company’s management was authorized
by all the shareholders present (representing more than 2/3 of the Company’s outstanding capital
stock) to dispose or sell its investments in Atok Gold at such terms and conditions as may be approved
by the Executive Committee of the Board of Directors of the Company.

7
 PART II - OPERATIONAL AND FINANCIAL INFORMATION

Item 5: Market for Issuer’s Common Equity and Related Stockholder Matters

A. Market Information

1. Principal Market – Philippine Stock Exchange, Inc.

The high and low sale prices of the Company’s shares for each quarter within the last
three (3) years are as follows:

CLASS A
Quarter Ended High Low
12.31.11 – 4th Quarter 24.00 24.00
09.30.11 – 3rd Quarter 24.00 23.80
06.30.11 – 2nd Quarter 30.00 27.40
03.31.11 – 1st Quarter 36.50 34.00

12.31.10 – 4th Quarter 74.50 36.00

09.30.10 – 3rd Quarter 45.90 37.40
06.30.10 – 2nd Quarter 52.00 42.50
03.31.10 – 1st Quarter 105.00 45.00

12.31.09 – 4th Quarter 113.00 2.85

09.30.09 – 3rd Quarter 1.92 1.92
06.30.09 – 2nd Quarter 1.28 1.28
03.31.09 – 1st Quarter -- --

CLASS B
High Low
th
12.31.11 – 4 Quarter
09.30.11 – 3rd Quarter
06.30.11 – 2nd Quarter
03.31.11 – 1st Quarter

12.31.10 – 4th Quarter

09.30.10 – 3rd Quarter
06.30.10 – 2nd Quarter
03.31.10 – 1st Quarter

12.31.09 – 4th Quarter 3.50 2.50

rd
09.30.09 – 3 Quarter 2.40 2.40
06.30.09 – 2nd Quarter 3.50 2.50
st
03.31.09 – 1 Quarter 6.10 3.70
Note: Shares of the Company were declassified in 2010.
(Data taken from the Philippine Stock Exchange, Inc.)
B. Holders

Approximate Number of Shareholders of Each Class of Common Security as of March 1,

2012:

The Company has 4,204 stockholders as of March 1, 2012.

The Top 20 Registered Stockholders of the Company as of March 1, 2012 are:

The list of the top twenty (20) registered shareholders is as follows:

No. of Shares %

1. Boerstar Corporation 1,930,218,804 75.84%

2. North Kitanglad Agricultural Co., Inc. 309,000,000 12.14%
3. PCD Nominee Corporation: 207,439,596 8.15%
Filipino - 207,236,335
Non-Filipino - 203,261
4. Progressive Development Corporation 93,963,474 3.69%
5. Carroll, Charles F.TEECarrollFamilyTrust(US) 593,200 0.02%
6. Araneta, J. Amado 89,522 0.00%
7. Braasch, Herbert (American) 84,884 0.00%
8. Baron, Rose A. & William J. as JTWRS (US) 81,197 0.00%
9. McLarney, Jane Mary &Timothy P.McLarney (US) 70,875 0.00%
10. Silbert, Solomon S. & Claire B. Silbert (US) 56,567 0.00%
11. Araneta, Jorge L. 43,693 0.00%
12. Cohen, Sy R. & Barbara (JTRS) (American) 43,195 0.00%
13. Steiner, Norma 38,656 0.00%
14. Loo Ngo Kue 36,020 0.00%
15. Pua, Luis 35,542 0.00%
16. Cunningham, Edmund F. & Pauline F.,JTWRS(US) 33,275 0.00%
17. Anulis, Evelyn (American) 26,753 0.00%
18. Amtel Trading Corporation 25,081 0.00%
19. Wang, M. C. (American) 24,956 0.00%
20. Granger & Company (American) 21,795 0.00%

NOTE: The shares NKACI do not include the shares registered under PCD Nominee Corporation
after they have been lodged pursuant to the lock-up requirements of the PSE.

C. Beneficial Owner of More than 5% of Any Class of the Registrant’s Common Equity

(1) (2) (3) (4) (5) (6)

TITLE NAME AND ADDRESS OF NAME OF BENEFICIAL CITIZEN- NUMBER PERCENT TO
OF RECORD OWNER AND OWNER AND SHIP OF SHARES TOTAL
CLASS RELATIONSHIP WITH ISSUER RELATIONSHIP WITH OUTSTANDING
RECORD OWNER
Comm Boerstar Corporation Roberto V. Ongpin and Filipino 1,930,218,804
on Eric O. Recto – 75.84%

9
 (1) (2) (3) (4) (5) (6)
TITLE NAME AND ADDRESS OF NAME OF BENEFICIAL CITIZEN- NUMBER PERCENT TO
OF RECORD OWNER AND OWNER AND SHIP OF SHARES TOTAL
CLASS RELATIONSHIP WITH ISSUER RELATIONSHIP WITH OUTSTANDING
RECORD OWNER
6766 Ayala Avenue corner Beneficial Owners
Paseo de Roxas, Makati City
(Stockholder)
Comm North Kitanglad Agricultural Walter W. Brown – Filipino 509,000,000 20.00%
on Co., Inc. Controlling
Shareholder
Kalugmanan Manolo Fortich,
Bukidnon

(Stockholder)

D. Dividends

The Company has not declared any dividends during the last three (3) years.

The Company’s Amended By-Laws provides that its Board of Directors may declare dividends
only from surplus profits arising from the business of the Company, in accordance with the preferences
constituted in favor of preferred stock when and if such preferred stock be issued and outstanding.
Restrictions under the Corporation Code of the Philippines also limit the Company’s power to declare
dividends.

Item 6: Management’s Discussion and Analysis of Financial Condition and Results of

Operations for the Last Three Years

a) 2011 Operational Results

Comprehensive income for 2011 amounts to Php8,479,337 compared to net loss of

Php41,898,587 in 2010 or 120% increase. This was mainly due to the reduction in the general and
administrative expenses from Php68,868,330 in 2010 to Php35,523,239 in 2011.
 Percent
2011 2010 Variance

GENERAL AND ADMINISTRATIVE EXPENSES 35,523,239 68,868,330 48%

OTHER INCOME (EXPENSE)

Interest income 29,717,720 26,848,166 11%
Gain on disposal of ATOK Gold 9,270,726 100%
Share in the net results of operations of an
associate 4,168,305 100%
Impairment loss (2,673,373) -100%
Interest expense 0%
Others 1,752,929 671,146 161%
42,236,307 27,519,312 53%
INCOME (LOSS) BEFORE INCOME TAX 6,713,068 (41,349,018) 116%

INCOME TAX BENEFIT (EXPENSE) -

DEFFERED (34,503) (549,569) 94%

NET INCOME (LOSS) 6,678,565 (41,898,587) 116%

OTHER COMPREHENSIVE INCOME

Gain from translating the financial statements of
Tidemark 1,800,772 100%
TOTAL COMPREHENSIVE INCOME 8,479,337 (41,898,587) 120%

BASIC AND DILUTED INCOME (LOSS) PER

SHARE 0.0063 (0.0275)

b) 2010 Operational Results

As shown in the following consolidated statement of revenues and expenses, revenues for the
year 2010 totaled P 27,519,312 while operating expenses incurred amounted to P69,417,899, resulting
in a deficit of P 41,898,587 or a 638% decrease compared to last year. Interest from money market
placement of the parent company and service fee collected by ABSTC as transfer agent contributed to
this year’s company income. In year 2010, the company hired an additional 10 employees to handle
general/administrative and technical functions of the parent company, leased office, purchase various
equipments and paid taxes and licenses for the operation of business which resulted to a 896%
increase of expenses compared last year.

As of December 2010, the Company has not resumed its mining operations.

11
 Percent
2010 2009 Variance

GENERAL AND ADMINISTRATIVE EXPENSES 68,868,330 6,913,068 -896%

OTHER INCOME (EXPENSE)

Interest income 26,848,166 180,402 14782%
Gain on disposal of ATOK Gold
Share in the net results of operations of an
associate
Impairment loss
Interest expense (3,250) 100%
Others 671,146 247,698 171%
27,519,312 424,850 6377%
INCOME (LOSS) BEFORE INCOME TAX (41,349,018) (6,488,218) -537%

INCOME TAX BENEFIT (EXPENSE) -

DEFFERED (549,569) 813,371 -168%

NET INCOME (LOSS) (41,898,587) (5,674,847) -638%

OTHER COMPREHENSIVE INCOME

Gain from translating the financial statements of
Tidemark
TOTAL COMPREHENSIVE INCOME (41,898,587) (5,674,847) -638%

BASIC AND DILUTED INCOME (LOSS) PER

SHARE (0.0275) (0.1774)

c) 2009 Operational Results

The financial year 2009 was again a difficult year for the Company. A net loss of P5,674,847
was incurred for the period under review, 1,319% higher compared to the previous year. The increase
in net loss was attributed to lesser revenue and increase in minimum wage law. Consolidated
statement of revenues and expenses for years 2009 as compared to 2008 are follows:
 Percent
2009 2008 Variance

GENERAL AND ADMINISTRATIVE EXPENSES 6,913,068 6,066,860 -14%

OTHER INCOME (EXPENSE)

Interest income 180,402 25,780 600%
Gain on disposal of ATOK Gold
Share in the net results of operations of an
associate
Impairment loss
Interest expense (3,250) (3,830) 15%
Others 247,698 681,982 -64%
424,850 703,932 -40%
INCOME (LOSS) BEFORE INCOME TAX (6,488,218) (5,362,928) -21%

INCOME TAX BENEFIT (EXPENSE) -

DEFFERED 813,371 4,962,963 -84%

NET INCOME (LOSS) (5,674,847) (399,965) -1319%

OTHER COMPREHENSIVE INCOME

Gain from translating the financial statements of
Tidemark
TOTAL COMPREHENSIVE INCOME (5,674,847) (399,965) -1319%

BASIC AND DILUTED INCOME (LOSS) PER

SHARE (0.1774) (0.0158)

Atok Gold focused on the rehabilitation of its mining tunnels. It concentrated its efforts on
driving a counter-drive to by-pass the heavily timbered portion of the tunnels to gain access to
mineable ore reserves located at the Kelly and Pines Vein System. A by-pass is needed to save on
underground timber support which is very expensive and limited in source. The Company encountered
difficulty in pushing the underground rehabilitation works due the presence of deadly and poisonous
gases such as carbon monoxide and hydrogen sulfide.

The mining industry in the Philippines has been hit by the global financial crisis, which has seen
companies reducing staff, putting projects on hold, and scrambling for cash, and the investors’ interest
in the mining venture dragged into uncertainty. The economic slowdown could not have come at a
worse time for this resource-rich Southeast Asian country which has been trying to rebuild the mining
industry after a similar downturn in the 1970s.

Plan of Operation for the Next Twelve (12) Months

The Company is evaluating several investment opportunities and looks to acquiring other
mining, oil, gas and other natural resource assets in order to be profitable.

13
 Given its current money market placements, the Company can fund its operations in the next
year or two depending on the activities that will materialize.

The Company’s vision is to be a company with significant involvement in various natural

resources that significantly contribute to the economic development of the Philippines. Its mission is to
be the leader in chosen fields by creating value through change, utilizing the group’s knowledge capital
and adopting leading technologies, to enhance shareholders’ value and profit through growth in
earnings and in intrinsic worth, to be committed to a culture of excellence, loyalty and pride, and to be
a socially responsible and environmentally conscious corporate citizen, adhering to the highest ethical
standards and respecting the communities to which it belongs.

The Company’s Representative Office in Laos was granted a business permit last April 2011.
Since then, it has been rigorously conducting project assessments. It is currently in the initial stage of
evaluating an operating medium-scale gold mine for possible take-over in the southern province of
Attepue in Laos. The gold mine has been operating for 5 years. Mine development is concentrated in a
3km2 site, inside the 250km2 tenement coverage. Several other prospects were reported within the
tenement but needs further exploration to develop. A more comprehensive study will be conducted on
this project to verify the reported data. Another gold prospect in west central Laos shows polymetallic
mineralization, which also includes potential iron and copper. This greenfield prospect is also lined up
for site evaluation.

In the coming year, the Company will continue with the evaluation of the projects pending in
Laos, and with positive results, it can work towards a joint venture agreement with the existing
owners. In the Philippines, the Company will go on evaluating potential projects while vigilantly
waiting for possible developments in the mining atmosphere within the year so it can start submitting
applications for mining permits on areas of interest. Greenfield areas with positive potential will also be
pursued.

The Company’s entry into the energy sector is the first step towards our goal to becoming a
major contributor to the development of natural resources in the Philippines. The Company shall
continue to be firm on its commitment to make Atok-Big Wedge Co., Inc. a significant contributor to
the mining industry in the country and the ASEAN region.

The Company does not expect to have any significant changes in the number of employees
during the next 12 months.

Item 7. Financial Statements

Please see the Company’s Financial Report as of 31 December 2011 and its supplementary
schedules, as well as the Company’s audited Statement of Income and Cash Flows for each of the
three (3) preceding years.

There are no changes in, or disagreements with, the accountants on accounting and financial
disclosure.

Item 8. External Audit Fees (MC No. 14, Series of 2004)

A. Audit and Audit Related Fees

 The Company’s external auditor for 2011 is Reyes Tacandong & Co., replacing KPMG Manabat
Sanagustin & Co. (“KPMG”), the Company’s independent public accountant for 2010.

The aggregate External Audit Fees (MC No. 14, Series of 2004) billed for each of the last two
(2) years, for the audit of the annual financial statements and services that are normally provided by
the External Auditor, are as follows:

Year Amount
2010 300,000.00
2011 300,000.00

The above-mentioned audit fees are inclusive of: (a) other assurance and related services by
the External Auditor that are reasonably related to the performance of the audit; and (b) review of the
Company’s financial statements, exclusive of tax fees and/or representation fees for legal matters.

The Audit Committee makes recommendations to the Board of Directors concerning the
external auditors and pre-approves audit plans, scope and frequency before the conduct of the
external audit.

The auditor of the Company conducted its audit in accordance with auditing standards generally
accepted in the Philippines with the objective of expressing an opinion as to whether the presentation
of the financial statements, taken as a whole, conforms to accounting principles generally accepted in
the Philippines. They performed tests of the accounting records and such other procedures, as they
considered necessary in the circumstances to provide a reasonable basis for an opinion on the financial
statements. They also assessed the accounting principles used and significant estimates made by
management and evaluated overall financial statements presentation.

The auditor also considered the Company’s internal control in order to determine the nature,
timing and extent of the audit procedures for the purpose of expressing an opinion on the financial
statements. There were no audit fees related to this.

There were no products and services provided by the external auditor other than the services
reported under the above items.

B. Audit Committee Policies and Procedure – External Audit Services and Fees Policies:

1. An external auditor is selected and appointed by the stockholders upon recommendation of the
Audit Committee through the Board of Directors.
2. All proposed professional fees from the external auditor for professional services are to be
approved by the Board of Directors through the Audit Committee.
3. The Audit Committee is to pre-approve the scope of proposed professional services and/or audit
plans of the external auditor.

Procedure:

1. A proposal for the appointment of an external auditor is submitted by the external auditor.
2. The stockholders, during their annual stockholders’ meeting, shall appoint the external auditor
upon recommendation of the Audit Committee through the Board of Directors.

15
 3. All proposed professional fees shall be submitted to the Audit Committee, outlining the scope of
work, deadlines and other pertinent information.
4. The Audit Committee reviews and decides on the proposal.
5. The acceptance of the proposal is forwarded to the Board of Directors and formally
communicated to the external auditor.
6. After the external auditor renders its services, the Audit Committee evaluates and reviews its final
reports to ensure compliance with the service agreement.
7. The Audit Committee submits to the Board of Directors all significant items and findings in the
external auditor’s report.

PART III - CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the Issuer

A. Directors, Executive Officers, Promoters and Control Persons

The names of the Directors and Executive Officers of the Corporation as of March 1, 2012, and
their respective ages, positions held, and periods of service are as follows:

Name Age Position Period During Which the

Individual has Served as Such
Roberto V. Ongpin 75 Chairman of the Board, 12 November 2009 to Present
Chief Executive Officer
and Director
Eric O. Recto 48 Vice Chairman 10 December 2009 to Present
Director 12 November 2009 to Present
Walter W. Brown 72 Vice Chairman 21 October 2011 to Present
Director 10 December 2009 to Present
Mario J. Locsin 60 President and Chief 26 May 2011 to Present
Operating Officer
Director 12 November 2009 to Present
Mario A. Oreta 65 Director 12 November 2009 to Present
Dennis O. Valdes 50 Director and Treasurer 12 November 2009 to Present
Delfin J. Wenceslao, Jr. 67 Director 12 November 2009 to Present
Victor R. Kalaw 69 Director 25 August 2003 to Present
Michelle S. Ongpin 30 Director 26 May 2011 to Present
Marriana H. Yulo 28 Director 26 May 2011 to Present
Chief Finance Officer
Reynaldo G. David 68 Independent Director 10 December 2009 to Present
Margarito B. Teves 68 Independent Director 26 May 2011 to Present
Rodolfo Ma. A. Ponferrada 35 Director 26 May 2011 to Present
Corporate Secretary 12 November 2009 to Present
Jesusa Loreto A. Arellano- 32 Assistant Corporate 26 May 2011 to Present
Aguda Secretary
Josephine A. Manalo 69 Corporate Information 12 November 2009 to Present
Officer

Following are information on the educational attainment, business experience and credentials
of each of the above-named Directors and Officers of the Corporation:
ROBERTO V. ONGPIN, Chairman of the Board, Chief Executive Officer, and Director
Mr. Ongpin, 75, is also the Chairman of the following Philippine listed Corporations: PhilWeb
Corporation since 2000, Alphaland Corporation since 2009, ISM Communications Corporation since
2000, Philippine Bank of Communications since 2011, and a Director of San Miguel Corporation,
Ginebra San Miguel, Inc., and Petron Corporation. In Hong Kong, he is the Non-Executive Director of
Shangri-La Asia and the Deputy Chairman of the South China Morning Post, both listed in the Hong
Kong Stock Exchange. He is also the Chairman of Acentic GmbH (Germany) and a Non-Executive
Director of Forum Energy PLC (London). Mr. Ongpin joined SGV & Co. in 1964 and was Chairman and
Managing Partner of the firm from 1970 to 1979. He served as the Minister of Trade and Industry of
the Republic of the Philippines from 1979 to 1986. Mr. Ongpin graduated cum laude in Business
Administration from the Ateneo de Manila University, is a Certified Public Accountant, and has an MBA
from the Harvard Business School.

ERIC O. RECTO, Vice Chairman and Director

Mr. Recto, 48, is also the Co-Chairman of the Philippine Bank of Communications since 2011, Vice
Chairman since 2006 and a Director since 2005 of PhilWeb Corporation and Alphaland Corporation, the
President and a Director of Petron Corporation and ISM Communications Corporation, a Director of
Manila Electric Company and San Miguel Corporation, a Member of the Board of Supervisors of Acentic
GmbH, and the President and Director of Top Frontier Investment Holdings, Inc., and Q-Tech Alliance
Holdings, Inc. Prior to joining the Company, Mr. Recto served for three years as an Undersecretary of
the Department of Finance of the Philippine Government in charge of handling both the International
Finance Group and the Privatization Office. Before his work with the government, he was the CFO of
Alaska Milk Corporation and prior to that, Belle Corporation. Mr. Recto has a degree in Industrial
Engineering from the University of the Philippines as well as an MBA from the Johnson School, Cornell
University.

WALTER W. BROWN, Vice Chairman and Director

Dr. Brown, 72, is also the Chairman of A Brown Company, Inc., Palm Thermal Consolidated Holdings
Corporation, International Cleanvironment Systems, Inc., North Kitanglad Agricultural Company, Inc.,
PhiGold and A Brown Energy & Resources Dev’t. Inc., President of Monte Oro Resources and Energy
Inc., and Director of ISM Communications Corporation (since 2007), Forum Energy PLC, and PBJ
Corporation. He was also the Chairman and Chief Executive Officer of Philex Mining Corporation from
January 2004 to December 2009. He received two undergraduate degrees: B.S. Physical Science
(1959) and B.S. Geology (1960), both from the University of the Philippines, and post graduate
degrees from Stanford University: M.S. Economic Geology (1963), and Ph.D. in Geology, and Major in
Geochemistry (1965). He was a candidate in Master of Business Economics (1980) from the University
of Asia & the Pacific (formerly Center for Research & Communications). He is currently the Chairman
and Director of Family Farm School (PPAI), Chairman and President of StudiumTheologiae Foundation,
Vice Chairman of the Board of Trustees of Xavier University, and Member of the Chamber of Mines of
the Philippines Inc., and the Geological Society of the Philippines.

MARIO J. LOCSIN, President, Chief Operating Officer, and Director

Mr. Locsin, 60, is also Executive Vice President and Director of ISM Communications Corporation (since
2008), Vice Chairman and Director of the Philippine Bank of Communications (since 2011), and the
President of Alphaland Heavy Equipment Corporation (since 2011), Alphaland Reclamation Corporation,
and Inpilcom, Inc. He is also a Director of PhilWeb Corporation (since 2006) and an Independent
Director of Alphaland Corporation (since 2009). In the past, he served as the President and COO of
Eastern Telecommunications Philippines, Inc., a Director of Belle Corporation, APC Group, Southwest
Resources, Philippine Long Distance Telephone Co., and Pilipino Telephone Co., as well as a Director,
Executive Vice President and COO of Philippine Airlines. Mr. Locsin is also a consultant of Acentic Asia

17
Ltd. He holds a degree in LIA-Honors Math from De La Salle University and a degree of Masters in
Business Administration from the University of San Francisco.

MARIO A. ORETA, Director

Mr. Oreta, 65, is also the President and a Director of Alphaland Corporation (since 2009), Alphaland
Development, Inc., Alphaland Balesin Island Resort Corporation, Alphaland Makati Place, Inc.,
Alphaland Makati Tower, Inc., The City Club at Alphaland Makati Place, Inc., Alphaland Balesin Island
Club, Inc., Alphaland Marina Corporation, Alphaland Marina Club, Inc., Aklan Boracay Properties, Inc.,
and Alphaland Property Management Corporation, the Vice Chairman and Director of Alphaland Heavy
Equipment Corporation and Alphaland Reclamation Corporation, and Chief Operating Officer of Jet
Eagle International Limited, Inc. He is likewise Chairman of Major Holdings, Inc., Major Properties,
Inc., and Major Homes, Inc. He is also a Director of PhilWeb Corporation and ISM Communications
Corporation. He is the Founder and Managing Partner of Tanjuatco Oreta and Factoran Law Offices.

DENNIS O. VALDES, Treasurer and Director

Mr. Valdes, 50, is also the President and Director of PhilWeb Corporation (since 2006), Director of
Alphaland Corporation (since 2011), and ISM Communications Corporation (since 2007). His previous
work experience includes 10 years with the Inquirer Group of Companies, as a Director of the
newspaper, and he was also in charge of expanding their Internet, printing, and ink-making
operations. Prior to that, he spent six years with The NutraSweet Company developing its businesses
in Asia. He is a Certified Public Accountant, graduated magna cum laude in Business Administration
and Accountancy from the University of the Philippines and has an MBA from the Kellogg School of
Management, Northwestern University.

MICHELLE S. ONGPIN, Senior Vice President and Director

Ms. Ongpin, 30, is also a Director of Alphaland Corporation since 2011. She is a Senior Vice President
of Alphaland Corporation, PhilWeb Corporation, and ISM Communications Corporation. She has an MA
in Communication Sciences from the University of Vienna and a postgraduate degree from the
Diplomatic Academy in Vienna.

DELFIN J. WENCESLAO, JR., Director

Mr. Wenceslao, 67, is also the Chairman and President of D.M. Wenceslao& Associates, Inc., Aseana
Holdings Inc., the President and Director of Bay Dredging, Inc., and Bay Resources and Development
Corporation, the Managing Director of R-I Consortium, and a Director of Private Infrastructures
Development Corporation, PhilWeb Corporation, and Alphaland Corporation. He is also the Chairman
of the Capitol Jaycee Senate Foundation and the Katipunan ng Mamamayan ng Bagong Parañaque.
Mr. Wenceslao graduated from the Ateneo de Manila University with a Bachelor of Science Degree in
Economics (1964) and earned his MBA and DBA from the Pamantasan ng Lungsod ng Maynila.

VICTOR R. KALAW, Director

Mr. Kalaw, 69, graduated from the Ateneo de Manila University with a Bachelor of Arts Degree major in
Economics in 1962 and obtained his Master’s degree in Business Administration major in Finance from
the Wharton Graduate School of the University of Pennsylvania in 1967. Mr. Kalaw holds various
positions with the Araneta Group of Companies. Currently, he is the Director and Executive Vice
President - Treasury of the Araneta Center, Inc., Director and President of the Araneta Center Hotel,
Inc., and Atok Gold Mining Co., Inc., Executive Vice President - Treasury of Philippine Pizza Inc.,
Chairman of the Board of Uniprom Inc., and TicketNet Inc., a Director and Treasurer of Associated
Sugar, Inc., and a Trustee of the BinibiningPilipinasCharities, Inc.

MARRIANA H. YULO, Chief Finance Officer and Director

Ms. Yulo, 28, is also currently the Head of Corporation Finance of the Company and Director of
Alphaland Corporation since 2011. She is also the Chief Financial Officer of Alphaland Corporation and
the Head of Corporation Finance for PhilWeb Corporation and ISM Communications Corporation. She
is a Business Administration major in Management graduate from Palawan State University. She also
holds an MBA from the University of St. La Salle and has successfully completed Level I of the
Chartered Financial Analyst Program.

RODOLFO MA. A. PONFERRADA, Director, Corporate Secretary, and Corporate Information Officer
Mr. Ponferrada, Filipino, 35 years old is also corporate secretary of Alphaland Corporation (since 2009),
ISM Communications Corporation, and Philippine Bank of Communications (since 2011); senior vice
president in Philweb Corporation (since 2011); assistant corporate secretary of Eastern
Telecommunications Philippines, Inc.; and director (representing the private sector) of the Social
Housing Finance Corporation. He is a member of the Philippine Bar and a graduate of the University of
the Philippines College of Law.

REYNALDO G. DAVID, Independent Director

Mr. David, 68, is also an Independent Director of Petron Corporation and ISM Communications
Corporation. He was formerly the President and CEO of the Development Bank of the Philippines from
October 2004 to June 30, 2011. He received his degree in Liberal Arts-Commerce (1963) from the De
La Salle University. He also undertook the Advance Management Program (1974) at the University of
Hawaii. He has also been a recipient of Honorary Doctorate degrees from Palawan State University
(2005) and West Visayas State University (2009). Mr. David is a Certified Public Accountant.

MARGARITO B. TEVES, Independent Director

Mr. Teves, 68, is also the Chairman of Think Tank, Inc., Member of the Board of Advisers of Metro
Bank and Trust Company, and Member of the Board of Directors of Landbank Countryside
Development Foundation. He is also an Independent Director of Alphaland Corporation. He was
formerly Secretary of the Department of Finance, Landbank President and CEO, and a Member of the
House of Representatives (representing the 3rd District of Negros Oriental). He obtained a Higher
National Diploma (HND) in Business Studies, equivalent to a BSC in Business Economics from the City
of London College and a Master of Arts (MA) in Development Economics from the Center for
Development Economics, Williams College in Massachusetts, USA. He was recently conferred an
Honorary Degree of Doctor of Laws by Williams College, and named Senior Adviser to the China-Asean
Economic and Culture Research Center and Visiting Professor at the Guilin University of Electronic
Technology in China.

JESUSA LORETO A. ARELLANO-AGUDA, Asst. Corporate Secretary and Corporate Information Officer
Ms. Arellano-Aguda, 32, is also the Assistant Corporate Secretary, Corporate Information Officer, and
legal counsel of of Alphaland Corporation since 2011. Prior to joining the Company, she was
associated with SyCip Salazar Hernandez & Gatmaitan, the Court of Tax Appeals, and SyCip Gorres
Velayo & Co. Ms. Arellano-Aguda holds a Juris Doctor degree and Bachelor of Science degree major in
Business Administration and Accountancy from the University of the Philippines. She is a member of
the Philippine Bar and a certified public accountant.

JOSEPHINE A. MANALO, Corporate Information Officer

Ms. Manalo, 69, is also the Corporate Information Officer of Alphaland Corporation and ISM
Communications Corporation. Ms. Manalo is presently connected with Philweb Corporation as
Executive Assistant to the Chairman. She is also working in various capacities for Mr. Roberto V.
Ongpin’s group of companies. She has a Bachelor of Science in Business Administration degree from
St. Theresa’s College, Manila.

19
B. Term of Office

Under Article II, Section 1 of the Corporation’s Amended By-Laws, the directors chosen by the
stockholders of the Corporation entitled to vote at the annual meeting shall hold office for one (1) year
until their successors are elected and shall have qualified.

C. Directorships in Other Reporting Companies

Mr. Roberto V. Ongpin also serves as chairman of the board of ISM Communications
Corporation, Philippine Bank of Communications, Philweb Corporation, Alphaland Corporation, The City
Club at Alphaland Makati Place, Inc. and Alphaland Balesin Island Club, Inc. and a director of Petron
Corporation, San Miguel Corporation and Ginebra San Miguel, Inc.

Mr. Eric O. Recto is also the president of Petron Corporation and ISM Communications
Corporation, co-chairman of Philippine Bank of Communications, and vice chairman of Philweb
Corporation, Alphaland Corporation, The City Club at Alphaland Makati Place, Inc. and Alphaland
Balesin Island Club, Inc. He is also a director of San Miguel Corporation and Manila Electric Company.

Dr. Walter W. Brown is also the chairman of A Brown Company, Inc. and a director of ISM
Communications Corporation and Philippine Realty & Housing Corporation.

Mr. Mario J. Locsin is a director of PhilWeb Corporation, vice chairman and director of Philippine
Bank of Communications, independent director of Alphaland Corporation, as well as executive vice
president and a director of ISM Communications Corporation.

Mr. Mario A. Oreta is a director of Philweb Corporation and ISM Communications Corporation as
well as president and a director of Alphaland Corporation, The City Club at Alphaland Makati Place, Inc.
and Alphaland Balesin Island Club, Inc.

Shares of ISM Communications Corporation (ISM), PhilWeb Corporation (WEB), Alphaland

Corporation (ALPHA), Philippine Bank of Communications (PBC and PBCP) Petron Corporation (PCOR
and PPREF), Manila Electric Company (MER), San Miguel Corporation (SMC), Ginebra San Miguel, Inc.
(GSMI), Philippine Realty & Housing Corporation (RLT) and A Brown Company, Inc. (BRN) are all listed
in the PSE. Shares of The City Club at Alphaland Makati Place, Inc. and Alphaland Balesin Island Club,
Inc. are covered by Registration Statements filed with the SEC.

D. Significant Employees

The Company considers its subsidiaries’ entire workforce as significant employees. Everyone is
expected to work together as a team to achieve the Company’s goals.

E. Family Relationships

Ms. Michelle S. Ongpin is the daughter of Mr. Roberto V. Ongpin. Messrs. Recto and Valdes are
nephews of Mr. Ongpin. Other than the foregoing, the persons nominated or chosen by the Company
to become directors or executive officers are not related to each other up to the fourth civil degree
either by consanguinity or affinity.
F. Involvement in Certain Legal Proceedings

On 5 August 2011, the Development Bank of the Philippines (DBP) filed a case against Mr.
Roberto V. Ongpin (RVO) and twenty-seven other individuals before the Office of the Ombudsman
(docketed as OMB Case No. C-C-11-0492) in connection with certain loan and share purchase
transactions RVO had with DBP in 2009. The matter is still pending.

On 7 December 2011, Atty. Mario Ongkiko filed a "derivative suit" against RVO and other
companies beneficially owned by RVO before the Regional Trial Court of Pasig City (docketed as SEC
Case No. 11-166) in connection with Section 23.2 of the Securities Regulation Code. The matter is also
pending.

In any event, the counsel of RVO has advised him that the first case “will not prosper” and the
second case “is baseless and will be eventually dismissed for lack of merit and/or for being a mere
harassment suit.”

Other than the foregoing, the Corporation knows of no legal proceeding including without
limitation any (a) bankruptcy petition, (b) conviction by final judgment, (c) order, judgment or decree,
or (d) violation of a securities or commodities law, during the last five (5) years up to the date of the
filing of this Statement, to which any of its Directors and Executive Officers is a party and which is
material to an evaluation of their ability or integrity to act as such.

Neither have they been convicted by final judgment in any criminal proceeding or have been
subject to any order, judgment or decree of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending, or otherwise limiting their involvement in any type of business,
securities, commodities or banking activities, nor found in action by any court of administrative bodies
to have violated a securities or commodities law.

Item 10. Executive Compensation

The Articles of Incorporation of the Corporation authorize the grant to the directors of the
Corporation of a per diem of P2,000.00 per board meeting.

Although authorized to give per diems, the Company did not do so in 2010 and 2011. Further,
the directors and officers did not receive any compensation from the Corporation in the form of bonus,
warrants, options, or participation in any profit-sharing plan in 2010-2011. In 2012, the Company also
expects not to give per diems and compensation to its directors.

There are no material terms of, nor any other arrangements with regard to compensation as to
which directors are compensated, directly or indirectly, for any services rendered as director.

There is no employment contract between the Company and a named executive officer.

There is no compensatory plan or arrangement between the Company and any executive
officer in case of resignation, retirement or any other termination of the executive officer’s employment
with the Company, or from a change in the management control of the Corporation, or a change in the
named executive officer’s responsibilities following a change in the management control.

21
Item 11. Security Ownership of Certain Record and Beneficial Owners and Management

PERCENT
TITLE OF NAME OF AMOUNT AND NATURE
CITIZENSHIP OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP
CLASS
Common Roberto V. Ongpin 1 (direct) Filipino Nil
1,640,685,983 64.47%
(indirect)
Common Eric O. Recto 1 (direct) Filipino Nil
289,532,821 11.38%
(indirect)
Common Walter W. Brown 1 (direct) Filipino Nil
509,000,000 20.00%
(indirect)
Common Mario A. Oreta 1 (direct) Filipino Nil
Common Dennis O. Valdes 1 (direct) Filipino Nil
Common Delfin J. Wenceslao, Jr. 1 (direct) Filipino Nil
Common Victor R. Kalaw 34 (direct) Filipino Nil
Common Mario J. Locsin 100 (direct) Filipino Nil
Common Reynaldo G. David 100 (direct) Filipino Nil
Common Rodolfo Ma. A. Ponferrada 100 (direct) Filipino Nil
Common Marriana H. Yulo 100 (direct) Filipino Nil
Common Michelle S. Ongpin 100 (direct) Filipino Nil
Common Margarito B. Teves 100 (direct) Filipino Nil
Jesusa Loreto A. Arellano- 0 Filipino -
Aguda
Josephine A. Manalo 0 Filipino -
Total 2,439,219,444 95.84%

Total Issued & Outstanding Shares 2,545,000,000 100.00%

The Company and Boerstar entered into a Deed of Subscription on October 21, 2009, whereby
Boerstar subscribed a total of 34,781,225 common shares of the Company at a subscription price of
Php1.00 per share or an aggregate subscription price of Php34,781,225.00. This triggered the
Mandatory Tender Offer Rule of the Securities Regulations Code. A total of 13,401,059 shares were
tendered by a number of the Company’s shareholders during the tender offer period (October 1, 2009
to October 29, 2009) while Boerstar acquired a total of 48,182,284 shares representing around
80.30% of the Company’s resulting issued and outstanding capital stock consisting of 60,000,000
shares.

On December 29, 2009, the Company’s Board of Directors approved the additional subscription
of Boerstar to 2,391,036,526 shares at par value and Progressive Development Corporation (“PDC”) to
93,963,474 shares at par value. On February 15, 2010, with the approval of the Board of Directors,
North Kitanglad Agricultural Co., Inc. (“NKACI”) subscribed to 509,000,000 shares out of the previous
shares approved to be subscribed by Boerstar.

Thus, Boerstar just subscribed to 1,882,036,526 shares of which 600,000,000 shares were fully
paid while the remaining 1,282,036,526 shares were partially paid. Of the 509,000,000 shares that
NKACI subscribed to, 200,000,000 shares were fully paid while the remaining 309,000,000 shares were
partially paid. The 93,963,474 shares subscribed by PDC were fully paid.
 The shares were issued to the respective subscribers after the SEC approved the Company’s
application to increase its authorized capital stock to Ten Billion Pesos (P10,000,000,000.00) divided
into Ten Billion (10,000,000,000) shares with a par value of One Peso (P1.00) per share.

In October 2010, the PSE also approved the additional listing application of the Company for a
total of 928,744,699 common shares issued in favor of Boerstar, NKACI, and PDC.

Changes in Control

The Corporation is not aware of any change in control or arrangement that may result in a
change in control of the Corporation during the period covered by this Statement.

Item 12. Certain Relationships and Related Transactions

There are no transactions (or series of similar transactions) during the last two (2) years, with
or involving the Company or its subsidiaries, in which a director, executive officer, or stockholder
owning ten percent (10%) or more of the total outstanding shares, or any member of his/her
immediate family, had or will have a direct or indirect material interest.

PART IV - CORPORATE GOVERNANCE

The Company has adopted the Securities and Exchange Commission’s Corporate Governance
Self-Rating Form (SEC CG-SRF) as its system of evaluation for compliance with the Company’s Manual
on Corporate Governance.

To fully comply with the adopted leading practices on good corporate governance, the following
measures, among others, are being undertaken by the Company:

1. Holding a seminar on good corporate governance for Directors and Officers;

2. Adoption and implementation of a Code of Conduct for Directors, Officers and Employees;
3 Development, adoption and accomplishment of Full Business Interest Disclosure Form for all
Directors and Officers;
4. Regularly holding, on a quarterly basis a the very least, Regular and Special Board
Meetings;
5. Regular meetings of Board Committees, i.e. Nomination, Audit, and Compensation and
Remuneration Committees;
6. Preparation and implementation of Audit Plans and Programs;
7. Adoption and implementation of Vision and Mission Statements and Corporate Strategy
Financial and Operation Plans;
8. Identification and management of key performance risk areas;
9. Adoption and implementation of Guidelines on Capital Expenditures; and
10. Duly minuted proceedings of all Regular and Special Board Meetings and Board Committee
Meetings.

The Company plans to hold more seminars on the different aspects of good corporate
governance, such as risk management, to improve its corporate governance.

23
 PART V - EXHIBITS AND SCHEDULES

List of Items Reported under SEC Form 17-C, as amended (During the Last 6 Months)

1. October 3, 2011 – Acquisition of Interest in Forum Plc

The Company informed the SEC that on October 3, 2011 it acquired 100% of Tidemark
Holdings Limited, a Hong Kong company (“Tidemark”) from Major Holdings Corporation.

Tidemark owns 8,646,757 ordinary shares of Forum Energy plc, a United Kingdom company
(“Forum”) representing approximately 25.92% of Forum’s outstanding capital. The ordinary shares of
Forum are traded and listed in the Alternative Investment Market of the London Stock Exchange.

Forum is a gas & oil exploration and production company with a portfolio of projects in the
Philippines. It has 70% of the equity in the licence in which the Sampaguita offshore gas discovery is
situated and which is covered by Service Contract No. 72. The block is located off the North West coast
of Palawan Island in the Philippines.

Mr. Roberto V. Ongpin, the Company’s Chairman of the Board and Chief Executive Officer, is
also a Non-Executive Director of Forum.

2. October 21, 2011 – Appointment of Vice Chairman

The Company informed the SEC that at a meeting held on October 21, 2011, the Executive
Committee of the Board of Directors of the Company appointed Dr. Walter W. Brown to be the
Company's Vice Chairman (in addition to Mr. Eric O. Recto).