CALAMBA MEDICAL CENTER INCORPORATED

MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS

Via Remote Communication
23 November 2021

Present:

Mr. Augusto P. Palisoc, Jr.

Dr. Jose O. Juliano
Mr. Efren E. Recto
Dr. Jose Enrico G. Juliano
Dr. Geronimo B. Sales, Jr.
Mr. Jose Noel C. de la Paz
Dr. Marie Catherine Grace J. Remollino
Dr. Ma Teodora G. Juliano
Mr. Reymundo S. Cochangco
Dr. Elvira F. Galicia
Mr. Lyle Joseph A. Morrell

Others Present:
Atty. Melva Valdez
Dr. Herminio R. Regal
Ms. Merian Mercado
Dr. Shirard Leonard Adiviso
Dr. Jeff Staples
Dr. Harish Pillai
Mr. Alvin Merced
Atty. Richelle Mae Atos-Eugenio
Mr. Romeo A. Lim Jr.
Mr. Cris Levi V. Perez
- Corporate Secretary
- Assistant Corporate Secretary
- Chief Financial Officer
- Chief Operating Officer
- Metro Pacific Hospitals
- Metro Pacific Hospitals (CEO)
- MPHHI
- Bello Valdez & Fernandez
- Bello Valdez & Fernandez
- Bello Valdez & Fernandez

-o0o-

I. CALL TO ORDER AND DETERMINATION OF QUORUM

Atty. Melva Valdez made a roll call of all the participants attending the
meeting via teleconference. The following are present:

 Mr. Augusto P. Palisoc, Jr. – Director/Chairman, Location: Alabang,

Device: Laptop

 Mr. Jose Noel C. de la Paz – Director, Location: Quezon City, Device:

Ipad

 Dr. Jose O. Juliano – Director/President, Location: Calamba, Laguna,

Device: Laptop

 Mr. Efren E. Recto – Director, Location: Alabang, Device: Ipad

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 Dr. Geronimo B. Sales, Jr. – Director, Location: Calamba, Laguna,
Device: Laptop

 Dr. Elvira Galicia – Director, Location: Laguna, Device: Mobile phone

 Dr. Ma Teodora G. Juliano- Director, Location: Calamba Laguna,

Device: Laptop

 Mr. Reymundo S. Cochangco- Director, Location: Mandaluyong,

Device: Laptop

 Dr. Jose Enrico G. Juliano – Director, Location: Santa Rosa, Laguna,

Device: Laptop

 Mr. Lyle Joseph A. Morrell – Director, Location: Australia, Device:

Laptop

 Dr. Catherine Remollino-Juliano- Director, Location: Calamba,

Laguna, Device: Laptop

 Dr. Jeff Staples – Metro Pacific Hospitals, Device: Laptop

 Dr. Harish Pillai – Metro Pacific Hospitals (CEO), Location: Makati City,
Device: Laptop

 Ms. Merian Mercado– Chief Financial Officer Location: Calamba,

Laguna, Device: Laptop

 Dr. Shirard Leonard Adiviso – Chief Operating Officer Location: Laguna,

Device: Laptop

 Mr. Alvin Merced – Location: Mandaluyong City, Device: Laptop

 Dr. Herminio R. Regal – Assistant Corporate Secretary, Location:

Laguna, Laptop

 Atty. Melva Valdez – Corporate Secretary, Location: Pasig, Device:

Laptop

 Atty. Richelle Mae Atos-Eugenio – Bello Valdez & Fernandez Location:

Cavite, Device: Laptop

 Atty. Clarisse Nicole V. Soliman – Bello Valdez & Fernandez Location:

Tarlac, Device: Laptop

 Romeo A. Lim Jr. – Bello Valdez & Fernandez Location: Caloocan,

Device: Laptop

 Cris Levi V. Perez - Bello Valdez & Fernandez Location: Bulacan,

Device: Laptop

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 A quorum being present, the meeting was called to order at 9:00 a.m. The
meeting was presided by the Chairman Mr. Augusto P. Palisoc, Jr.

II. APPROVAL OF MINUTES OF THE PREVIOUS REGULAR MEETING

The minutes of the regular meeting held on 19 October 2021 were

presented to the Board. Some corrections were pointed out, to wit:

a. Page 3 Item 3 External Auditor of CMC – “the management suggested

that the Corporation transfers to EY - SGV at the same rate and to
include all CMC subsidiaries for preparation of having only one medical
corporation, CMC.”
b. Page 4 number 4 Calamba Cancer Center – “The Corporation bought
the following equipment” And put CT-Scan to second bullet.
c. Page 10 In the Financial Report Weekly Gross Revenues – “negotiate
better together with MPHHI”

The Corporate Secretary duly noted and shall make the necessary
corrections on the minutes and upon motion duly made and seconded,
the Board approved the following:

“RESOLVED, that the Board of Directors of Calamba

Medical Center, Incorporated (the "Corporation") hereby
approves the Minutes of the Previous Regular Meeting held
on 19 October 2021 as corrected.”

III. CHIEF ADMINISTRATION OFFICER REPORT

1. MPHHI IT Group Assessment of CMC

See attachment #1 for the MPHHI IT Group Assessment of CMC

2. Completed IT Projects

o WebMIS with Online CIF (Case Investigation Form)

o Microsoft 365
o Sophos Antivirus
o Sophos Firewall

See attachment #2 for Completed IT Projects

3. WebMIS & Online CIF – Completed

See attachment #3 for WebMIS & Online CIF - Completed

4. Microsoft Office 365 – Completed

See attachment #4 for Microsoft Office 365 – Completed

5. Server and Storage – For Delivery

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 See attachment #5 for Server and Storage – For Delivery

6. CMC Telephone & Internet Project

See attachment #6 for CMC Telephone & Internet Project

7. New PABX and SIP Trunk Project

See attachment #7 for New PABX and SIP Trunk Project

8. Pending IT Projects

oHR Information System – Ongoing Testing (Cancer Center and

Eye Center)
o Laboratory Information System
o Telemedicine
9. HR Information System (HRIS)

See attachment #8 for HR Information System

10.Laboratory Information System (LIS)

See attachment #9 for Laboratory Information System

11.Telemedicine

See attachment #10 for Telemedicine

12.Project, Status, and Cost

See attachment #11 for Project, Status, and Cost

Dr. Pillai inquired on the Hospital System or the BizBox, according to

Dr. Joji Juliano it has the pros and cons and the accounting aspect will
be answered by Ms. Mercado. Director Mr. Morrell also commented
that the software they arranged is the same software other MPHHI
Hospitals are using. Bizbox a few years ago already came with a
dashboard component which is not utilized.

IV. CHIEF EXECUTIVE OFFICER REPORT

Dr. Jose O. Juliano presented the following Chief Executive Officer Report:

1. CMC Lobby Building:

 The plans and other requirements were discussed with the

contractor on Nov 22, 2021.

 It was agreed we divide the project into two: a) Structural and

Shell and b) Fit-Out Package.

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 The Chairman asked if the splitting is only for the lobby building,
President Dr. Juliano answered in the affirmative. Further, the
President reported that Architect Ryan will also get other
contractors for them to compete.

Dr. Pillai asked for the timeline, the President responded that the
building construction will be done more or less by the end of 2022.

 Architect’s Fee is Php2.5M. The Architect suggested to get

Thaison since it built Towers 1 and 2. Quote will be known in
December 2021

 Construction will Start in January 2022

2. SLHMC Minority Shares Sold to PHDSC:

 CEC sold 370 shares (Php6.66M) and 55 other stockholders sold

2,080 shares (Php37.44M) at Php18K per share. There were 10
stockholders who filed directly with Madamba.

 No down payment (Php4.4M) has been paid by PHDSC.

 Should CMC help the minority stockholders.

The Chairman suggested to approach Mr. Eckie The President said

that the latter said that he has no money to give and the money
will come in December. Dr. Jun Juliano said that unfortunately PSI
does not have any money since they borrowed Php600M from
Chinabank and that they thought that they will bail PHDSC out for
this year. PHDSC is negotiating for a loan (Php500M) with a land
title collateral given.

Mr. de la Paz also added that in preparation of the position before

the end of the year we should continue getting a lot of financial
information so we can assess it whether what we want to do going
forward.

3. SLHMC Shares of CMC Sold to PHDSC:

 After paying the 10% Down Payment (Php64.68M), No further

payment received last October 31. Interest of 1.5% per month
(November) on balance (Php452,768,499 and Php129,362,400) is
due on December 7.

 Sunset date is December 31, 2021.

 PHDSC has no funds to load to TMCSL, expecting money (Php1B)

from Guam by December

 Letter to PHDSC next; SOA to be revised

See attachment #12 for SLHMC Shares of CMC Sold to PHDSC

4. Radlinks offer to sell CCCI shares:

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  Number of Shares offered to sell: 30,000
 Php815.14 per share
 Total Cost: Php24,454,320.94
 CMC offer: Php24M at Php800 per share
 Karl Dimaano, the Cancer Center COO, was appointed President of
another MPHHI Hospital and was replaced by Mike Zialcita

After some discussion and on motion duly seconded, the Board

approved the following resolutions:

“RESOLVED, as it is hereby resolved, to approve and

authorize Calamba Medical Center Incorporated
(“Corporation”) to purchase the Thirty Thousand (30,000)
shares in Calamba Cancer Center Incorporated of Metro
Radlinks Network Incorporated for the aggregate price of
Twenty Four Million Four Hundred Fifty Four Thousand
Three Hundred Twenty-One Pesos (Php24,454,321.00) and
under such terms and condition that the authorized
representative may deem beneficial to the Corporation;

“RESOLVED FURTHER, as it is hereby resolved, to designate

the Corporation’s President, Dr. Jose O. Juliano as the
Corporation’s Authorized Representative for purposes of
negotiating and completing the purchase transaction with
authority to sign, execute, and deliver any documents
necessary to implement the transaction.”

5. PBCom:

 All tenants of Waltermart are leaving by December 31, 2021. SM is

expanding their business in Calamba
 The Calamba PBCom Branch will be transferring to the CMC old
building staring January 2022. Php800/sqm/month for 5 years.
They were told to leave Waltermart by December 31, 2021.
 Location is the old building between 7-11 and Equicom Bank. Total
Area is 84sqm.

 Mr. Dela Paz and Mr. Morrell suggested the inclusion of an escape
clause /pre-termination clause for flexibility. The President
confirmed that the same will be included in the lease contact not
only of PBCom but also of the other lessees.

After some discussion and on motion duly seconded, the Board

approved the following resolutions:

“RESOLVED, that the Board of Directors of Calamba

Medical Center, Inc. (the “Corporation”) hereby authorizes
the Corporation to negotiate and enter into a contract of lease
with Philippine Bank of Communications, covering the

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 commercial space located at the Calamba Medical Center,
Ground Floor Old Main Building, Crossing, Brgy. Real,
Calamba Laguna, under such terms and conditions beneficial
to the Corporation;

“RESOLVED FINALLY, that the Board appoints the

Corporation’s President & CEO, Dr. JOSE O. JULIANO as its
authorized signatory in any and all documents such us lease
agreements required to be signed or executed in connection
with the above authorized transaction .”

6. CBA Negotiations

 The CBA was signed between CMC Management and the CMC
Employees Union last 10th November 2021. This covers the period
November 2021 to 2026. Financial portion will be reviewed on
November 2024. Increase is about 5%.

7. CMC Tent

 The first social engagement of the CMC Tent for 2021 was held this
November when Mayor Isko Moreno and his running mate Willie
Ong together with Mayor Timmy Chipeco held their Calamba Rally.
 Other engagements for Christmas Parties Dec 5, Dec 17, Dec 20,
21, 22; Vaccinations, Nov 27 and Dec 1. Election meetings are now
being received.

8. Calamba Medical Center Foundation, Inc.:

 The CMC Foundation was duly incorporated and registered with

SEC last October 28, 2021.
 Required to register in BIR, SSS, Philhealth, etc and elect
officers for President, Treasurer, and Corporate Secretary
 Present Incorporators (7): Efren Recto, Jose Juliano, Jose Enrico
Kuliano, Joji Juliano, Kat Remollino, Elvira Galicia, and Noel de
la Paz
 Capitalization: Php1M
 Seeking approval of Officers from CMC BOD
 Seeking approval of Amendment to include operation of a
Columbarium.
 Should CMC sell or lease the niches
 Church will be ready by January 2022

According to the Corporate Secretary Atty. Valdez,

the primary purpose of the Foundation is for the
operation of the chapel and that now the Foundation
is trying to amend its primary purpose which will
include the operation of a columbarium in order to
get the necessary permits. However, there are
secondary purposes in the articles wherein CMC can
venture into other CSR activities.

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 The Board agreed that a core group strategic meeting
be held to discuss the Foundation’s activities and
requirements and its relations to CMC .

9. Burger King and McDonald’s interest in the

1,000sqm presently occupied by the Jeep terminal

 Robinson and SM Prime are not interested in developing the site.

 Should CMC consider Burger King or Mcdonald.

V. CHIEF OPERATING OFFICER REPORT

1. Operations Group

a. See attachment #13 for Operations Group Highlights-October

FTM
b. See attachment #14 for Operations Group Revenue (2019-
2021)
c. See attachment #15 for Overview of Ancillary Business (Oct
2021 YTD)
d. See attachment #16 for Overview of Nursing Business (Oct
2021 YTD)
e. See attachment #17 for Gross Revenue Comparison 2019 vs
2021
f. See attachment #18 for YTD Gross Revenue Comparison 2019-
2021
i. Dr. Shirard reported that currently, DCC and WCC
clinics are not performing well due to COVID, however
marketing strategies are in place and;
ii. additional two doctors were recruited to man the
centers.
g. See attachment #19 for Occupancy Rate
i. Dr. Shirard clarified that the Occupancy Rate presented
only covered the month of October;
ii. Dr. Pillai inquired on the formula used in arriving at the
results; further, he suggested that data be presented
more accurately and specific in the future.
h. See attachment #20 for Care Cycle of Disease
i. Dr. Pillai strongly recommended that the data
presented be converted into numbers that would feed
into the revenue projections; further, he also
suggested to make a 5-year plan where capital
investment strategy is made and that the plan should
include the investments and revenue projections.
ii. Dr. Pillai also suggested that CMC must have more
than a dozen general cardiologists as compared to the
6 – 7 currently employed.
i. See attachment #21 for Hospital Services
j. See attachment #22 for Corporate Partnerships
k. See attachment #23 for Auditory Steady State Response

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 (ASSR)
i. ASSR is now available at CMC;
ii. First hospital who offered ASSR in Laguna.
l. See attachment #24 for Pharmacy
m. See attachment #25 for Nursing Services
i. Conducted a Wound and Suturing Workshop
ii. Celebrated World Diabetes Day

VI. FINANCIAL REPORT

See attachment #26 for Gross Revenue Analysis

 Ms. Mercado reported that there was a huge gap on the 2021
vs prior years was due to the revenues from the COVID cases
 Going back to pre-pandemic numbers starting last October
2021

See attachment #27 for Analysis of Patient Revenues

 Ms. Mercado stated that due to a surge of COVID cases last
August and September, revenue from that period increased.
However, the number of COVID patients stabilized in October
which would be reflected on the revenue for that month.

See attachment #28 for Weekly Gross Revenue

 There was a weekly gross revenue of P18m pre-COVID last
2019 there was a weekly gross revenue of P37m during the
month of August – September 2021. Dr. Pillai inquired on the
revenue projections of CMC for the month of December, Ms.
Mercado stated that she expects a continuous decline
regarding the Weekly Gross Revenue November onwards

See attachment #29 for 2021 In Patient Revenues KPI

 Dr. Pillai suggested that the financial reports should show the
top departments; and to focus on the clinical programs which
is of strategic priority for CMC.

See attachment #30 for 2021 Out Patient Revenues KPI

 Dr. Pillai suggested that CMC focus on the operation details,
specifically operation census.

See attachment #31 for Gross Revenue – Breakdown

See attachment #32 for P&L 2021 – Monthly

 Dr. Pillai commented on the importance of having a detailed
plan on what is the cost of sales per specialty;
 Ms. Mercado reported that there was an improvement in the
OP Non-COVID, and that CMC is able to reduce its cost of
sales because of the improvement on the OP Business;
 Further, Dr. Pillai suggested that there should be a
breakdown to understand on the case equity mix, and that
CMC must conduct forensic analysis on why the ratios are
currently in this state.

See attachment #33 for YTD October 2021 Hospital Operations

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 See attachment #34 for YTD October 2021 of CMC’s Subsidiaries &
Affiliates

 Ms. Mercado reported that the Eye Center generated a net

income amounting to P2.2M and the Biomed Center at P117k.
However, the Cancer Center had a net loss of P14.7M.

See attachment #35 for YTD October 2021 Consolidated P&L

See attachment #36 for Collection Details

 Ms. Mercado stated that there was an increase or
improvement in the collections; and that October collections
are higher this year compared to 2020

See attachment #37 for CMC Balance Sheet, Liabilities

See attachment #38 for CMC Monthly Cash Flows

See attachment #39 for CMC Summary of Borrowings

VII. OTHER MATTERS

A. Closure of Savings Account in Equicom Savings Bank-Cabuyao Branch

Upon motion duly made and seconded, the Board adopted the following
resolutions:

“RESOLVED, that the Board of Directors of Calamba

Medical Center, Inc. (the “Corporation”) hereby
authorizes the closure of the Corporation’s Savings
Account in Equicom Savings Bank Cabuyao Branch
with Account number 065- 005-03-00046-3.

RESOLVED FURTHER, that the Corporation be

authorized to transfer the account’s remaining fund
balance in the amount of Four Hundred Thirty-Six
Thousand Four Hundred Twenty-Three and 70/100
(PHP 436,423.70) to the Corporation’s Corporate
Account with Account number 065-005-03-00008-1."

VIII. ADJOURNMENT

There being no other matters to be discussed, the meeting was

adjourned at about 12:35 PM.

MA. MELVA E. VALDEZ

Corporate Secretary

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 READ AND APPROVED:

AUGUSTO P. PALISOC, JR. JOSE O. JULIANO

EFREN RECTO MARIE CATHERINE

GRACE REMOLLINO

MA. TEODORA G. JULIANO JOSE NOEL C. DE LA PAZ

JOSE ENRICO G. JULIANO LYLE JOSEPH A. MORRELL

REYMUNDO S. COCHANGCO ELVIRA GALICIA

GERONIMO B. SALES

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