COVER SHEET 1[6[0[9]6|8 SEC Kentification No, PEPSI-COLA PRODUCTS PHILIPPINES, INC. (Company's Full Name) 26th Floor, Filinvest Axis Tower Two Building, Northgate Cyberzone, Filinvest City, Alabang, Muntinlupa City Disines Aaiess: No. Seo Ciy/TowayProvines) ‘To be accomplished by SEC Personnel concerned File Namber Tu Docament LD. Remarks = pls, Use black ink for scanning purposes Gaahier Agustin S. Sarmiento 8888-73774 Contact Person Company Telephone Number 1j2| |3\a SEC Form 17-A Last Friday of Ma font Day FORM TE ‘Wont Dave Calendar Year ‘Annual Meeting Secondary License Types If Applicable M[S|R Dept. Requiring Amended Aiea Namba Section ‘Total Amount of Borrowings # B12 P7.2billion “Tora No. of Stockholders ‘Domestic Foreian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 calendar year ended 31 December 2024 2. SEC Identification Number 0000160968 3. BIR Tax Identification No.000-168-541 4, Exact name of issuer as specified in its charter: PEPSI-COLA PRODUCTS PHILIPPINES, INC. 5. Province, Country or other jurisdiction of «6. -_Industry Classification Code incorporation or organization: Philippines (SEC Use Only) 7. Address of principal office: 26th Floor, Filinvest Axis Tower Two Building, Northgate Cyberzone, Filinvest City, Alabang, Muntinlupa City Postal Code: 1781 8. Issuer's telephone number, including area code: 8888-73774 9, Former name, former address, and former fiscal year, if changed since last report: Km. 29 National Road, Tunasan, Muntinlupa City Postal Code: 173 10, Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Shares of Stock 3,693,772,279, 11, Are any or all of these securities listed on a Stock Exchange? Yes[] No|[x] Ifyes, state the name of such stock exchange and the classes of securities listed therein’ Not applicabl 12. Check whether the issue: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports) Yes(x) Nol | (b) The Registrant has been subject to such filing requirements for the past ninety (80) days. Yes |x] No[ } 13, State the aggregate market value of the voting stock held by non-affliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within sixty (60) days prior to the date of fling. Ifa determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stockheld by non-affiiates may be calculated on the basis of assumptions reasonable under the circumstances, provided the assumptions are set forth in this Form. ‘Aggregate market value of the voting stock held by non-affiiates of the registrant - 8337 million as of 17 Jun 2020. DOCUMENTS INCORPORATED BY REFERENCE 14, The following documents are incorporated in this report: (2) Statement of Management Responsibilty attached as Exhibit | hereof, (©) 31 December 2021 Audited Financial Statements attached as Exhibit Il hereof. PART | - BUSINESS AND GENERAL INFORMATION ITEM 4, BUSINESS (1) Business Development a. Form and Date of Organization Pepsi-Cola Products Philippines, Inc. (the “Company") was registered with the Philippine Securities land Exchange Commission ("SEC") on 08 March 1989, primarily to engage in manufacturing, sales and distribution of carbonated soft-drinks and non-carbonated beverages, and confectionery products to retail, wholesale, restaurants and bar trades, ‘The Company's principal office was in Km, 29 National Road, Tunasan, Muntinlupa City. On 10 December 2021, the SEC approved the amendment to the Company's Articles of Incorporation to Teflect its new principal office address located in 26th Floor, Filinvest Axis Tower Two Building, Northgate Cyberzone, Filinvest City, Alabang, Muntinlupa City ‘On 30 May 2074, the SEC approved the amendment to the Company's Article of Incorporation particularly on its primary purpose to also engage in the manufacturing, sale and distribution of snacks, food and food products, b. Bankruptey, Receivership or Similar Proceedings ‘The Company is not involved in any bankruptcy, receivership or similar proceedings. c. Material Reclassification, Merger, Consolidation or Purchase or Sale of a Significant Amount of Assets (not ordinary) over the past three (3) years ‘The Company has not made any material reclassifications nor entered into a merger, consolidation or purchase or sale of significant amount of assets not in the ordinary course of business in the past three () years.(2) Business of Issuer ‘a. Principal products ‘The Company is a licensed bottler of PepsiCo, Inc. (‘PepsiCo’), Pepsi Lipton Intemational Limited (Pepsi Lioton’), and a licensed snacks appointee of The Concentrate Manufacturing Company of Ireland in the Philippines. it manufactures @ range of carbonated soft drinks ("CSD"), non-carbonated beverages ("NCB") and snacks that includes well-known brands Pepsi-Cola, 7Up, Mountain Dew, Mirinda, Mug, Gatorade, G-Active, Tropicana/Twister, Lipton, Sting, Propel, Milkis, Aquafina, and Premier. Soe Calendar Year ended ‘Bi December | 31 Dacember | 31 December Nei S35 2021 __ 2020 2019 ‘Carbonated soft drinks 222,992 223,368 226,215 Non-carbonated beverages 9,790 7.274 3.970 Snacks 0 3 3st Total 232,762 230,645 235.216 ‘Segment result™ ‘Carbonated soft drinks 4.478 23969, RS O7E ‘Non-carbonated beverages: 1,881 1,236 1735 _| ‘Snacks 3 (76) Total 6,288 P5208 5.737 * Segment resul i the diference between nel sales and segmen expenses. Segment expenses are allocated based on the percentage of each reportable seymen’'s net sales over te total net sales. b. Foreign sales ‘There was no foreign sales for the calendar year ended 31 December 2021 and 2020 and it represent less than 0.05% of total net sales for the calendar years ended 31 December 2019, Distribution methods of the product ‘The Company's sales volumes depend on the reach of its distribution network. It increases the reach Of distribution system by adding routes and increasing penetration by adding outlets on existing routes that currently do not stock its products. It relies on a number of channels to reach retail outlets, including ditect sales, distributors and wholesalers. ‘The backbone of the distribution system is what is referred to as "Entrepreneurial Distribution System,” which consists of independent contractors who service one or more sales “routes,” usually by truck, selling directly to retail outlets and collecting empty returnable glass bottles (‘RGBs’). ‘The Company also employs its own sales force, which principally sells to what is referred to as the “modern trade’ channel, consisting largely of supermarkets, restaurants and convenience store chains. Most of these sales are credit sales. In addition, it sells products to third party wholesalers and distributors, which sell them to retail outlets. ‘An important aspect of the distribution system is the infrastructure-intensive process of selling and delivering RGB products to thousands of small retailers, including sari-sari stores and carinderias. Theefforts to increase the reach of the Company's distribution network require significant investments in distribution infrastructure such as additional trucks, refrigeration equipment, warehouse space and a larger “float’ of glass bottles and plastic shells, as well as higher costs for additional sales and distribution staff Publicly-announced new product ‘There is no publicly announced new product in 2021 Competition ‘The Company competes in the ready-to-drink, non-alcoholic beverage market across the Philippines, ‘The market is highly competitive and competition varies by product category. The Company believes, that the major competitive factors include advertising and marketing programs that create brand awareness, packiprice promotions, new product development, distribution and availabilty, packaging land customer goodwill. The Company faces competition generally from both local and multi-national companies across the Company's nationwide operations. Major competitors in the CSD market are The Coca-Cola Company and Asiawide Refreshments Corporation. The substantial investment in mutiple plants, distribution infrastructure and systems and the float of RGBs and plastic shells required to operate a nationwide beverage business using RGBs are major factors which influence the level of competition in the CSD market. ‘The market for NCB (including energy drinks) is more fragmented. Major competitors in this market are Del Monte Pacific Limited, Universal Robina Corporation, Zesto Corporation, The Coca-Cola ‘Company, and Asia Brewery Incorporated, among others. In recent years, the market has been relatively fluid, with frequent product launches and shifting consumer preferences. These trends are ‘expected to continue, Industry-wide competition intensified with marketing cempaigns, and trade and consumer promotions, ‘The Company believes that it can effectively compete by maximizing its 360-degree marketing presence, maintaining its competitive price structures and expanding the range and reach of the Company's portfolio. For the years to come, the Company will continue to expand its beverage offerings leveraging its wide manufacturing platform and extensive distribution reach to meet consumer demands. Moreover, the Company invested aggressively, postioning the business for long-term growth while ensuring financial flexibility to battle current challenges. The Company expanded and upgraded manufacturing facilties in different plants to provide multiple product capabilities, maximize cost savings, improve product quality and increase operating efficiencies, ‘Sources and availabilty of raw materials Over half of total costs comprise purchases of raw materials. Largest purchases are sugar and beverage concentrates. The Company purchases sugar requirements domestically. It purchases beverage concentrates mainly from Concentrates Manufacturing (Singapore) Pte Ltd, mix tea kit concentrates from Pepsi Lipton Intemational and seasoning from Pepsi Cola Intemational Cork (reland) ‘Another substantial cost is packaging. The major components of this expense are purchases of polyethylene terephthalate (‘PET”) resins, and pre-forms, which are converted into PET bottles at the plants, non-reusable glass bottles, aluminum cans and PET closures. It also makes regular purchases of RGBs to maintain float at appropriate levels. Purchases of each of these materials are from suppliers, based in the Philippines and in other parts of Asia, usually under short term, negotiated and/or contracted prices.g. Customers ‘The Company has a broad customer base nationwide. Majority of the customers include supermarkets, convenience stores, groceries bars, sari-sari stores and carinderias. h. Transactions with and/or Dependence on Related Parties Please refer to Item 13 of this report i. Patents, trademarks, copyrights, licenses, franchises, concessions, and royalty agreements ‘The Company does not own any intellectual property that is material to the business. Under the various agreements, the Company is authorized to use brands and the associated trademarks owned by PepsiCo, Unilever N.V (in the case of the Lipton brand and trademarks) and Lotte Corporation. Trademerk licenses are registered with the Philippine Intellectual Property Office. Certificates of Registration filed after January 1998 are effective for a period of 10 years from the registration date unless sooner cancelled, while those filed before January 1998 are effective for 20 years from the registration date. The table below summarizes most of the current Certificates of Registration. Fling Date Expiration Pepsi Max 16 December 2013 16 December 2023 1996 Pepsi 26 August 1957 28 September 2023, Pepsi 6 March 2014 10 July 2024 Mirinda 22 May 2013 09 January 2024 ‘Mountain Dew (03 Apri 2009 (02 October 2028 Mountain Dew (05 June 2000, 30 October 2024 7Up 26 February 2007 (05 November 2027 Gatorade 27 Novernber 1992 29 June 2025 Propel 23 August 2002 ‘7 January 2025 Tropicana Twister 29 August 2017 (07 December 2027 Tropicana 44 October 2002 08 June 2025 Sting Energy Orink 24 July 2013 19 December 2023, Sting 16 May 2014 47 March 2026 Lipton iz 27 March 2014 ‘7 November 2024 Tropicana Coco Quench 42 January 2012 49 uly 2022 Mikis™ 21 September 2010 (06 January 2031 Premier™ 12 January 2016 O7 July 2026 Cheetos, a (04 February 2002 25 June 2026 Lay's (06 June 2013 29 August 2023, “Trademare oad by the Company “Trademark ovmed by Lote Corporation ‘The Company produces its products under licenses from PepsiCo, Pepsi Lipton and Lotte Corporation ‘and depends upon them to provide concentrates and access to new products. Thus, if the agreements are suspended, terminated or not renewed for any reason, it would have @ material adverse effect on the business and financial resutts. Refer to Notes 23 and 24 to the 31 December 2021 Audited Financial Statements for details of transactions with PepsiCo, Pepsi Lipton and Lotte Corporation, j. Government approvals of principal products ‘As a producer of beverages for human consumption, the Company is subject to the regulation by the Food and Drugs Administration ("FDA") of the Philippines, which is the policy formulation and 6monitoring arm of the Department of Health of the Philippines on matters pertaining to food and the formulation of rules, regulations, standards and minimum guidelines on the safety and quality of food and food products as well as the branding and labeling requirements for these products. It is the Company's policy to register all locally-produced products and/or imported products for local market distribution. Each of the plants has a valid and current License to Operate as a Food ‘Manufacturer of Non-Alcoholic Beverages from FDA. These licenses are renewed as per FDA's validity period in accordance with applicable regulations. Any findings and gaps found during the regulatory ‘audit and inspection are thoroughly discussed with FDA inspectors and compliance commitments are reissued. There are no pending findings or gaps that are material or that may materially affect the operation of each plant or all the plants as a whole, ‘The Company is registered as a Food Manufacturer/Processor and in certain plants has a Food Distributor/Exporter/importer/Wholesaler license. Effect of existing or probable governmental regulations on the business ‘The Company's production facilities are subject to environmental regulation under a variety of national and local laws and regulations, which, in particular, control the emissions of air pollutants, water, noise solid and hazardous wastes. It is regulated by two major government agencies, namely, the Department of Environment and Natural Resources (DENR) and the Laguna Lake Development Authority (LLDA). Local Government Units (LGU) also ensure the compliance to RA 9003 or the ecological solid waste Management Act and is actively taking part on reducing our waste and considering sustainability program on circular economy and soon on waste neutrality. ‘The Company is compliant with all local environmental laws and regulations. All plants are equipped with wastewater treatment plants and in some areas require air pollution control facilities, While the foregoing agencies actively monitor the Company's compliance with environmental regulations as well as investigate complaints brought by the public, itis required to police its own ‘compliance and prevent any incident that could expose the Company to fines, civil or even criminal sanctions, considerable capital and other costs and expense for refurbishing or upgrading ‘environmental compliance system and resources, third party liability such as clean-ups, injury to ‘communities and individuals, including, loss of fe. Research and development ‘The research and development costs amounted to nil, R nil and A1,170,000 for the calendar years ‘ended 31 December 2021, 2020, and 2019 respectively, Costs and effects of compliance with environmental laws Compliance with all applicable environmental laws and regulations, such as the Environmental impact Statement System, the Pollution Control Law, the Laguna Lake Development Authority Act of 1966, the Clean Air Act, Clean Water Act, Toxic and Hazardous and Nuclear Waste Act and the Ecological Solid Waste Management Act has not had, and in the Company's opinion, is not expected to have a material effect on the capital expenditures, earnings or competitive position. Annually, it invests about P30 milion in wastewater treatment and air pollution abatement, respectively, in ts facilities. Employees ‘As of 31 December 2021, the Company has employed 3,186 regular employees. All of the regular and permanent production employees at the bottling plants and sales offices are represented by a union. Currently, the Company is a party to fourteen (14) Collective Bargaining Agreements (CBA), with said‘agreements covering non-sales forces in some business units. Said CBAs contain economic and non- economic provisions (i¢., salary increase and performance incentive, laundry allowance, per diem, bereavernant assistance, union leave, calamity loan and assistance to employees’ cooperative, among others), which generally have an effectivity and binding period of three (3) years, while the representation aspect thereof is effective and binding for five (5) years. ‘The Company believes that its relationship with both union member and non-union member employees is healthy. In fact, the Company has not experienced any work stoppages due to labor and industrial disputes since 1998. Significant emphasis is placed on training of personnel to increase their skill levels, ensure consistent ‘application of procedures, and to instill an appreciation of corporate values. To achieve these, It operates "Pepsi University,” a full-time training facility consisting of three (3) main Training Halls, @ Computer Lab, Conference Room and an Audio-Visual Room and an online training platform via Zoom, Likewise, PCPPI continues to champion its ICARE ~ Integrity, Innovation, Care and Respect, Empowerment and Excellence values and thrives to keep a highly-engaged and high performing work force. As such, “Pepsi University" allotted four (4) classrooms and an online training venue via Zoom for this purpose. Futhermore, It has adopted @ compensation policy which is believed to be competitive with industry standards in the Philippines. Salaries and benefits are reviewed periodically and improved to retain ‘current employees and attract new employees. In relation therewith, employees’ performance is reviewed annually, and employees are rewarded based on the attainment of pre-defined objectives. Similarly, Performance Review follows an annually cycle, and employees are rewarded based on achievement of pre-defined and agreed objectives. Finally, the Company has a funded, non-contributory and defined retirement benefit plan covering substantially all ofits regular and {ull ime employees. The Company has a Retirement Committee that sets the policies for said plan, and has appointed two Philippine banks as trustees to manage said retirement fund in accordance with the plan, Annual cost is determined using the projected unit credit method. Major Risks Sales and profitability are affected by the overall performance of the Philippine economy, the natural seasonality of sales, the competitive environment of the beverage market in the Philippines, as well as changes in cost structures, among other factors. Sales volume are also affected by the weather, generally being higher in the hot, dry months from March through June and lower during the wetter monsoon months of July through October. In addition, the Philippines is exposed to risk of typhoons during the monsoon period. Typhoons usually result in substantially reduced sales in the affected area, and have, in the past, interrupted production at the plants in affected areas. While these factors lead to a natural seasonality in sales, unseasonable ‘weather could also significantly affect sales and profitabilty compared to previous comparable periods Sales during the Christmas/New Year holiday period in late December tend to be higher as well ‘The CSD and NCB markets are highly competitive. The actions of competitors as well as the Company's own continuous efforts on pricing, marketing, promotions and new product development atfect sales, Some of the smaller competitors have lower cost bases than the Company and price their products lower than the Company's prices. Thus, in addition to the cost of producing and distributing our beverages, sales prices are greally affected by the availabilty and price of competing brands in the market. All of the Company's sales are denominated in Philippine pesos. However, some of the significant costs, such as purchases of packaging materials, are denominated in United States dollars, Some ofthe other costs, which are incurred in Philippine pesos, can also be affected by fluctuations in the ‘exchange rate between the Philippine peso and United States dollars, Euro and Malaysian Ringgit. In respect of monetary assets and liabilities held in currencies other than the Philippine peso, the ‘Company ensures that its exposure is kept to an acceptable level, by buying foreign currencies at spot rates where necessary to address short-term imbalances. The Company considered the exposure to foreign currency risk to be insignificant. ‘The business requires a significant supply of raw materials, water and energy. The cost and supply of these materials could be adversely affected by changes in the world market prices or sources of sugar, crude oil, aluminum, tin, PET resins, other raw materials, transportation, water, and energy, and government regulation, among others. Although direct purchases of fuel are relatively small as a proportion of total costs, the Company is exposed to fluctuations in the price of oil through the dependence on freight and delivery services. Changes in materials prices generally affect the ‘competitors as well Margins differ between beverage products and package types and sizes. Excluding packaging, production costs are similar across the range of carbonated beverages, but vary with non-carbonated beverages. Packaging costs vary, with RGBs being less expensive than PET, aluminum cans or non- returnable glass. The incremental cost of producing larger-sized serves in the same package type is, proportionately lower than the increased volume, creating opportunities to achieve higher margins ‘where customers perceive value in terms of volume, ‘As a result of the factors discussed above, the margins the Company earns on the products can be substantially different, and the margins can change in both absolute and relative terms from period to period. While the Company attempts to adjust its product and package mix to improve profitability, ‘changes in consumer demand and the competitive landscape can have a significant impact on mix and therefore profitability. ‘The Company is also subject to cracit risk, liquidity risk and various market risks, including risks from changes in commodity prices, interest rates and currency exchange rates (refer to Note 27 of the 31 December 2021 Audited Financial Statements for discussion on Financial Risk Management). ‘The Company was not aware of any event that resulted in a direct or contingent financial obligation as of 31 December 2021 that was material to the Company, including any default or acceleration of an obligation. To the Company's knowledge, there are no material off-balance sheet transactions, ‘arrangement, obligations (including contingent obligations) and other relationship of the Company with unconsolidated entities or other persons created during the reporting period. ITEM 2. PROPERTIES As a foreign-owned company, the Company is not permitted to own land in the Philippines and has no intention to acquire real estate property. Hence, it leases the land on which the bottling plants, warehouses and sales offices are located. ‘The Company leases certain parcels of land where its bottling plants and warehouses are located from third parties and NADECO Really Corporation (NRC) for @ period of one to 25 years and are renewable for another one to 25 years (refer to Note 23 to the 31 December 2021 Audited Financial Statements for further information on the leases). Lease payments pertaining to these leased properties amounted to 8245.6 milion-2196.2 million, and 173.9 milion for the years ended 31 December 2021, 2020, and 2019, respectively. ‘The Company owns all its bottling facilities located in Muntinlupa City, Sto, Tomas, Rosario, Pampanga, Naga, Cebu, lloilo, Bacolod, Tanauan, Davao, Cagayan de Oro and Zamboanga and snacks facilites in Cabuyao (which was discontinued its operation in September 2019), which are all in good condition. Other than the buildings and leasehold improvements, machinery and other equipment, and furniture and fixturesdisclosed in Note 9 to the 31 December 2021 Audited Financial Statements, and the investments in shares Of stocks disclosed in Note 7 to the 31 December 2021 Audited Financial Statements, the Company does ot hold any other significant properties. ITEM 3. LEGAL PROCEEDINGS From time to time, the Company becomes a party to litigation in the ordinary course of its business. The majority of the cases in which the Company is a party are cases it files to recover debis in relation to unpaid receivables by trade partners or in relation to cash or route shortages, private criminal prosecutions that it brings (generally for low value offenses such as theft of product or distribution equipment, fraud and bouncing checks), labor cases for alleged illegal dismissal (which are usually accompanied by demands for reinstatement in the Company without loss of seniority rights and payment of back wages), and consumer cases brought against the Company involving allegations of defective products. Civil cases were filed against the Company in which thousands of individuals claimed to hold numbered bottle crowns that entitled them to a cash prize under a promotional campaign of the Company in 1982. ‘The Philippine Supreme Court has consistently held in atleast 7 final and executory decisions that the Company isnot liable to pay the amounts ciaimed, In the most recent of these decisions, the Suprome Court dismissed a similar claim, reiterating that itis bound by its pronouncement in a number of cases involving this promotion. By virue of the precedential effect of the decided cases, the Company expects the remaining cases to be dismissed in due course, The Company and its lessors have a pending case which sought to enjoin the National Water Resources Board (‘NWRB’) from closing and sealing the Company's wells in Muntinlupa on the ground of alleged non- ‘compliance with the requirements under Presidential Decree No. 1067, otherwise known as the Water Code, and its implementing rules and for the court to declare the rights Of the Company under the Water Code. The case has been duly resolved by the Supreme Court. To date, certain officers of the Company are respondents to @ case filed by NWRB on alleged violation of the Water Code. The case remains to be resolved and is pending resolution by the Department of Justice ‘The Company has pending civil cases with the Regional Trial Court on the cancellation of assessments and refund of local business taxes in the City of Muntinlupa, For a discussion of the Company's pending tax matter, please refer to Note 28(b) to the Audited Financial Statements for the year ended 31 December 2021 ‘The Company has not been involved in any bankruptcy, receivership or other similar proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The matters voted upon at the Annual Stockholders’ Meeting held on 28 June 2021 included the election of Directors. The following were elected as members of the Board of Directors for the ensuing year (2021- 2022): Frederick D. Ong Yongsang You Yun Gie Park Hyo Jin Song Jay Buckley Parinya Kiljatanapan Yuan Wang Rafael M. Alunan Ill (Independent Director) Oscar S. Reyes (Independent Director) 10‘The Company has complied with the guidelines on the nomination and election of Independent Directors set forth in Rule 38 of the Amended Implementing Rules and Regulations of the Securities Regulation Code. PART Il - OPERATIONAL AND FINANCIAL INFORMATION ITEM 5, MARKET FOR ISSUER'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market Information ‘The Company's common shares were first listed with the Philippine Stock Exchange ("PSE") on 01 February 2008. The high and low sales prices of such shares for 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012, and 2011 are set out below. Parlod High Low January to March 2077 82.69 22.06 ‘April to June 2011 22.56 22.21 July to September 2077 82.22 B1.96 ‘October to December 2077 22.60 22.10 January to March 2072, 23.00 22.08. ‘April to June 2012 82.89 92.50 July to September 2012 R414 2.72 ‘October to December 2012 26.61 B40 ‘January to March 2013. 26.66 25.95 ‘April to June 2013 86.42 5.07 ‘July to September 2013 88.17 P4.60 ‘October to December 2013 25.02 P4.00 January to March 2014 5.37 P4246 April to June 2014 5.25 24.50 July to September 2074 R518 4.55 October to December 2014 Rage 33.87 January to March 2015 BA 74 23.95 ‘April to June 2015 B4.91 24.02 July to September 2015 ‘25.00 23.92 ‘October to December 2015 452 23.60 January to March 2016. 24.03 22.89 ‘April to June 2016 73.68 83.29 ‘July to September 2016 3.60 23.00 ‘October to December 2076 3.47 22.90 January to March 2017, 73.80 23.16 ‘April to June 2017 24.09) 83.06 [ duly to September 2017 3.30 92.86 ‘October to December 2077 83.04 22.12 January to March 2018. 73.10 22.16 ‘April to June 2018 22.93 2.18 July to Sept 2018 82.40 F166 ‘October to December 2018 B1.85 B1.29 January to March 2019) B1.60 R131 April to June 2019 B1.82 R113 July to September 2019 22.22 B1.60 ‘October to December 2019 81,93 1.27 ‘January to March 2020 B1.93 21.20 ‘April to June 2020 1.92 F165 1‘The closing share price as of 17 June 2020 is 21.70. The trading of the Company's shares was suspended ‘on 18 June 2020 following the drop of its public ownership level to 2.1%, or below the 10% minimum public ‘ownership required under the PSE Rule on Minimum Public Ownership, after conclusion of the tender offer ‘conducted by Lotte Chilsung Beverage Co. Ltd. (‘Lotte Chilsung") to acquire shares of the Company from the stockholders. ‘On 18 December 2020, the delisting of the Company's shares from the official registry of the PSE was made effective following PSE’s approval of the Company's petition for voluntary delisting, and after securing stockholder approval of the voluntary delisting by written assent in October 2020. The Company petitioned to voluntarily delist its shares from the PSE upon assessment that it would not be able to comply with the ‘minimum public ownership requirement of the PSE by 18 December 2020. ‘Stockholders The Company has approximately 812 holders of common shares as of 28 February 2022 with the PCD Nominee Corporation (Filipino) and (Non-Filipino) considered as two (2) holders, based on the number of accounts registered with the Company's stock transfer agent, Stock and Transfer Service, Inc. (the “Stock Transfer Agent’) ‘The following are the top 20 holders of common shares based on the report furnished by the Stock Transfer Agent as of 28 February 2022. v0. | Name Number of Shares Hots | Percentage of 1 | LOTTE CHILSUNG BEVERAGE CO. LTD. 2,572,580,932 69.65% 2 | QUAKER GLOBAL INVESTMENTS BN. 323 403071 500% 3 | PCO NOMINEE CORP. (NON-FILPINO) 158951.170 0430% 4 | BONHOEFFER FUND LP ~_ 12,422,300 (00.33% 5 [PCD NOMINEE CORP. (FLIPINO) 7360,728 920% 6 | BPI SECURITIES CORPORATION FILIPINO 2424 588 worm 7 [MARIO TAN OR LYDIA TAN OR NORRIS TAN 1700000 09% ' | ABACUS SECURITIES CORPORATION 374.200 39 03% 9 | AIZAWA SECURITIES CO LTO 302,000 002% 70 | WAYBANK ATR KIM ENG SECURTIES ING 507,00, 07% ‘1 | MANDARIN SECURITIES CORPORATION FAO 497 500 907% DONATAP. YU 12 | JOSEPH MARTIN H. BORROMEO: ee 450,000, 00.01% 13.| WAT WAI HOONG JOSEPH ANO PHO UINCLIN 38.000 007% ‘4 [AB CAPITAL SECURITIES, INC 36,000. WOT 45 [ MICHAEL T. WEE 320700 907% 16 | OSCAR § REYES 300001 wOT% 17 | Lucio w. Yan = 300,000 OD.07% 18 | MAYBANK ATR KIM ENG SECURITIES, NG 285 00 907% 1a | RENE B. BLANCAVER 256,000 oo.0% 20_| WINEFREDA 0. MADARANG 250000, 07% Cash Dividends For the last three calendar years, the Board of Directors approved the following deciarations of cash dividends: Rail milion in the calendar year ended 31 December 2021, Rnil milion in the calendar year 12‘ended 31 December 2020, and 162.5 milion in the calendar year ended 31 December 2019. Details of the declarations are as follows: Payable to Dividend Per Stockholders of Date of Deciaration Share Record as of ___ Date of Payment 20 June 2019 0.044 16 July 2019 (09 August 2019, Dividend Policy ‘The Company has a dividend policy to declare dividends to stockholders of record, which are paid out of its unrestricted retained earnings. Any future dividends it pays will be at the discretion of the Board of Directors after taking into account the earnings, cash flows, financial position, loan covenants, capital and operating progress, and other factors as the Board of Directors may consider relevant. Subject to the foregoing, the policy is to pay up to 50% of the proft as dividends. This policy may be subject to revisions in the future. ‘The declaration and payment of cash dividends are subject to approval by the Board of Directors without need for stockholders’ approval. On the other hand, the declaration and payment of stock dividends require the approval of the stockholders representing no less than two-thirds (2/3) of the Company's outstanding capital stock. Recent Sales of Unregistered or Exempt Securities including Recent Issuance of Securities Constituting an Exempt Transaction There has been no recent sale of unregistered or exempt securties including recent issuance of securities constituting an exempt transaction. PART Ill - FINANCIAL INFORMATION ITEM 6, MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF OPERATIONS 31 December 2021 versus 31 December 2020 Continued relaxation of Covid-18 restrictions in Q4, coupled with additional Sales support, grew Net Sales Revenue to P8.6 bilion representing double-digit growth of 14%. During the same period, the Company benefited also from prior period pricing actions and sustained efforts to promote higher margin products with gross profit accelerating furtner ahead by 24% to settle at P1.5 billion. Hand in hand with above, the Company focused on reining in Operating Expenses boosting Operating Profit in Q4 to P180 MM or nearly a 9-fold increase versus same period last year. The performance of the Company in the last quarter brings full year Net Income to P217 milion, a tumaround from last year’s net los. 31 December 2020 versus 31 December 2019 ‘The Covid pandemic continues to impact the results in Q4 2020. After improving to a single digit dectine in Net Sales in Q3 with the easing of quarantine restrictions, the pandemic coupled with back-to-back typhoons in Q4 resulted in Net Sales decline of 13%. Despite these challenges, the Company posted P23 milion of Operating Income for the quarter as it focused on driving more favorable mix and controlled spending,On a year-to-date basis, Net Sales stand at P30.6 billion, a 13% decline from last year with total comprehensive loss amounting to P629 milion driven mainly by volume challenges from government- imposed lockdowns in response to the Covid-19 pandemic partially helped by the sustained drive to reduce operating expenses thru contralled trade and promotion spending and other discretionary administrative expenses. 31 December 2019 versus 31 December 2018 Beverages category brought in Net Sales amounting to 8.8 billion in the 4th Quarter of 2019 (“Q4” approximating last year’s performance with pricing intiative helping to cushion impact of aggressive market competition. Last quarter brings Full-Year 2019 Net Sales to R35.2 billion, a 5% growth versus last year. cn the strength of favorable pricing, mix and H1 volume recovery. Q4 Gross Profit amounted to R1.5 billion a dip from last year as a result of volume challenges from competition this year, as well as, one-off favorable adjustment in COGS last year. Full-Year, Gross Profit grew 19% to settle at RE.8 billion while improving Gross Margin by 228 bps to 19.4% driven by favorable pricing and product mix. Continued focus on cost management resulted in operating expenses in Q4 to decline from last year helping net R90 milion in Operating Profit during the period from a loss last year. Full-Year, Operating Profit stands at R21 billion, a turnaround from operating loss posted during the same period last year. Full-Year Beverage Net Income at R508 million from loss of P89 milion last year. In its meeting in September 2019, the Company's Board of Directors approved the closure of its Snacks manufacturing line to focus on its core business. Full-Year, losses from the discontinued operations (net of tax) is at R211 milion while Assets Held for Sale carved out in the Batance Sheet is at P430 milion FINANCIAL CONDITION AND LIQUIDITY ‘The Company's operations are cash intensive. This capability to generate cash is one of its greatest strengths. With its liquidity, the Company has substantial financial flexibility in varying operating policy in response to market demands, in meeting capital expenditures through intemally generated funds and in providing the Company with a strong financial condition that gives it ready access to financing alternatives (refer to Note 27 to the 31 December 2021 Audited Financial Statements for a detailed discussion on the Company's revolving credit facilties as of 31 December 2021) Credit sales over the past three years have remained at the level of 50% to 60% of total sales. This credit sales level reflects a shift rom a direct distioution moce to a more efficient model of fostering partnership with distributors and mul-route Entrepreneurial Distribution System contractors as well as increase in Modern Trade business, Liquidty has remained healthy. Collection period were at 45 to 68 days, while, inventory days were at 4 to 22 days for the past three years. Trade payable days heve remained at manageable levels. Decrease in current assets from 98,228 million as of 31 December 2020 to 7,831 million as of 31 December 2021 were due to decreases in cash and cash equivalent of 2202 milion, inventories of R628 million and assets held for sale of P 126 million, and increases in receivable ~ net of 8168, due from related parties of 1 million and prepaid expenses and other current assets of 89 milion Increase in noncurrent assets from 17,071 million as of 31 December 2020 to 17,506 million as of 31 December 2021 due to increases in bottles and cases of R647 million, right of use assets of R188 million, deferred tax assets of 852 million, and investment in associates of R million, and decreases in property, plant and equipment of 2491 million and other noncurrent assets of R15 milion. 14Decrease in current liabilities from 89,729 millon as of 31 December 2020 to 89,568 milion as of 31 December 2021 due to decreases in accounts payable & accrued expenses of R819 millon and short-term debt of A350 million, and increases in long-term debt current portion of A808 milion. Decrease in noncurrent liabilities from 7,057 milion as of 31 December 2020 to R6,761 milion as of 31 December 2021 due to decreases in long-term debt of R739 million, and increases in other noncurrent liabilties of 409 million and deferred tax liabilities of 33 milion. Total assets decreased from 225,289 milion as of 31 December 2020 to R26,036 million as of 31 December 2021 mainly due to general decreases in assets as discussed above. Total liabilities decreased from 216,786 million as of 31 December 2020 to 216,273 million as of 31 December 2021 mainly due to general decreases in payables as stated above. Total equity increased from 8,514 milion to 88,708 million on account of total comprehensive income of 2194 milion in 2021 KEY PERFORMANCE INDICATORS The following are the Company's key performance indicators. Analyses are employed by comparisons and measurements based on the financial data of the current period against the same period of previous year. oH 2021 [2020 Current ratio Current assets over current 08:1 08:1 liabilities ‘Solvency ratio Profit plus depreciation and OA ott amortization over total liabilities Bank debtto-equity ratio | Bank debt over total equi oat ost ‘Assel-to-equily ratio, ‘Total assets over equity 2.941 3.0:1 Operating margin | Operating profit over net sales 1.4% =1.5% Net profit margin Net profit over net sales 0.8% 1.6% Interest rate coverage ratio | Earnings before interest and 174 “09:1 taxes over interest expense Current ratio decreased slightly due to decreases in assets, The changes in solvency, debt-to-equity and asset-to-equity ratios were mainly due to decreases in net income and decreases in total assets and total liabilties. The changes in operating margin, net profit margin and interest rate coverage ratios were attributable to the decreases in operating income and net income, MATERIAL COMMITMENTS FOR CAPITAL EXPENDITURES ‘The Company has ongoing definite corporate expansion projects approved by the Board of Directors. As a result ofthis expansion program, the Company spent for property, plant and equipment as well as bottles ‘and shells amounting to 1,971 million R2,122 milion, and 2,475 millon for the years ended 31 December 2021, 2020, and 2019, respectively. To this date, the Company continues to invest in major capital expenditures in order to complete the remaining expansion projects lined up in line with prior calendar year spending FACTORS THAT MAY IMPACT COMPANY'S OPERATIONS / SEASONALITY ASPECTS Refer to Part 1 Item (2) (0) of the SEC Form 17-A (Annual Report) for a discussion of Major Risks. 18SIGNIFICANT ELEMENTS OF INCOME OR LOSS THAT DID NOT ARISE FROM CONTINUING OPERATIONS There were losses arising from discontinued operations of the Snack business in September 2019, ITEM 7. FINANCIAL STATEMENTS Please see Exhibit II hereof for the 31 December 2021 Audited Financial Statements, ITEM 8. INFORMATION ON INDEPENDENT ACCOUNTANT ‘The Company has engaged the services of an independent Certified Public Accountant ("CPA") to conduct, ‘an audit and provide objective assurance on the reasonableness of the financial statements and relevant disclosures. The independent CPA is solely responsible to the Board of Directors, ‘The appointment of the independent CPA is submitted to the Audit Committee, the Board of Directors and shareholders for approval. The representatives of the independent CPA are expected to be present at the Annual Stockholders’ Meeting and will have the opportunity to make a statement if they desire to do so, land are expected to be available to respond to appropriate questions. Upon request, the independent CPA can also be asked to attend meetings of the Audit Committee and the Board, to make presentations and reply to inquiries on matters relating to the Company's financial statements, ‘The Company has appointed R. G. Manabat & Co. as its independent CPA for the audit of its financial statements for the calendar year ended 31 December 2020. Aggregate fees billed by the Company's external auditor for professional services in relation to (i) the audit of the Company's annual financial statements and services in connection with statutory and regulatory filings, and (ji) tax accounting, compliance, advice, planning and any other form of tax services for the calendar year ended December 31 are summarized as follows: 2024 2020 2019 Statutory auditfees | P4.8 milion | P46 milion | P48 millon Tax advice fees. 0.4 milion | 0.4 millon 0.4 million Total B5.2milion | P5,2 million | P5.2 million The Audit Committee of the Company reviews and approves the audit plan and scope of work for the above services and ensures that the rates are competitive as compared to the fees charged by other equally competent external aucitors performing similar services, ITEM 9, CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ‘There has been no change in the independent auditing firm or handling partner or disagreements with the independent CPA on matters relating to the application and interpretations of accounting principles or practices, tax laws and regulations, financial statement disclosures or audit scope and procedures during the three (3) most recent fiscal years. 16PART Ill - CONTROL AND COMPENSATION INFORMATION ‘TEM 10. DIRECTORS AND EXECUTIVE OFFICERS. Term of office Directors who are elected during the annual meeting of the stockholders in general hold office for one (1) year unt their successors are duly elected and qualifed as set out in Article Il, Section 1 ofthe Company's, By-Laws. Directors As of 28 February 2022, the following are the names, ages, and citizenship of the incumbent Directors, including Independent Directors, of the Company, as well as the year they were first elected itizenship | Yea" First Name Age | Citizenship | Yearrits Frederick D-Ong 36_| Filipino 2020 ‘Yongsang You 53_| Korean 2015 Yun Gie Park 52__| Korean 2021 Parinya Kiljatanapan 57 Thal 2020 yo Jin Song 45_| Korean 2021 Jay Buckle} 44_| Australian 2019) ‘Yuan Wang) a rican 2021 Rafael M. Alunan Ili (Independent Director) | 73 | Filipino 2007 ‘Oscar S. Reyes (Independent Director) 75 | Filipino 2007 Executive Officers As of 28 February 2022, the following are the names, ages, positions, and citizenship of the incumbent executive officers of the Company, as well as the year they assumed their respective positions: ; Year Poston Name Age Citizenship Position: ‘ahem FreaeickD-Owg | £6 | Fino | PRSMRRCaRTCHATERCAHE |” ap90 : Cha France Ofer and Vishal Mai 3 | inden | Chet tence Ofer a 2020 Francis S. Moral 44 Filipino Chief Commercial Officer 2027 Gh rsen esata tnd ‘Ma, Vivian A. Cheong 54 Filipino. Corporate Affairs and 2016 aa tt bier Jin Pyo Ahn* 49 Korean al feeeee Strategy 2021 OFsaraChage STAGE Suna J Ki 4 | Koran | SRE RChaaE TSAR | 4 ang Gea Waa a Korean [Bich evelopment ised [207 77 ‘ Year Position Name Age | Citizenship Position ee ee Chief Legal and Government Affairs Officer, Chief Carina Lenore S. Bayon | 52 Filipino Colones Ohce: 2020 and Data Protection Officer Kristine Ninotschka L, Evennaiots 48 Filipino Corporate Secretary 2018 ‘Anna Raeza Lacadin 26 Filipino | Assistant Corporate Secretary | __2024 “The assumption of the respective roles of Messrs. Ahn and Malik in the Company is subject to the issuance of the relevant permits. Background Information and Business Experience Director FREDERICK D. ONG Mr. Ong is an Executive Director and the incumbent President and Chief Executive Officer of the Company. He has more than 25 years of experience in the fast-moving consumer goods (FMCG) industry. Mr. Ong has assumed senior roles, such as Commercial, General Manager and Regional (SEA and Asia) Marketing and Sales leadership roles. He has experience in the following industries: food, beverage, quick service restaurant (QSR), personal care, pharmaceutical, consumer electronics and automotive, He has worked with companies such as Nestle, Coca-Cola, Johnson & Johnson, Reckitt Benckiser, and Samsung, Prior to joining the Company, Mr, Ong worked with the Yokohama Group of companies where he held various ‘executive and Board positions from 2015 to 2019. Mr. Ong holds a bachelor's degree in Economics from the Ateneo de Manila University Yonasane You Mr. You is currently the Vice President of Global Business Division of Lotte Chilsung. He was the Company's Chief Executive Officer from 2015 until his resignation from this post on February 2020, and the Company’s Managing Director from February 2020 until his resignation from this post on June 2020. Previously, Mr. You held a number of positions in Lotte Chilsung, which included being the General Manager and Head of the Oversees Business Division, General Manager of Sales Headquarters and Business Management, and Head of Strategic Planning Department and Purchasing Department. Mr. You holds a Bachelor of Arts degree in Business Administration from Seongsil University YUN Gie PARK Mr. Park is currently the Chief Executive Director of Lotte Chilsung Beverage. Mr. Park has held various executive and management positions as the company's marketing, planning and globel business division. Prior to his current role, Mr. Park was the Senior Vice President of Planning and Vice President of Marketing Division from 2074 to 2016. Mr. Park holds a bachelor’s degree in Business Administration from Hankuk University of Foreign Studies in Korea, Hyo Jin Sone Ms. Song is currently the Chief Financial Officer and Vice-President of Lotte Chilsung Beverage. She joined Lotte Chilsung in 2014 as Senior Director of Finance Team and promoted as Vice-President in 2020. Prior to Lotte Chilsung, she was with Emst and Young Korea and Seonjin Accounting Corporation in Korea. She is a Chartered Public Accountant in Korea and the US and holds a bachelor's degree in Economics from ‘Yonsei University in Korea, Jay BUCKLEY Mr. Buckley is a non-Executive Director of the Company. Since January 2020, Mr. Buckley has been the Senior Vice-President and Chief Legal Counsel for PepsiCo's APAC SECTOR, comprising alts foods and beverages businesses across China, Asia Pacific, Australia, New Zealand, and the South Pacific. He joined PepsiCo in May 2011 as the General Counsel for PepsiGo's foods and beverages business in Australia 18and New Zealand, He then moved to Hong Kong in 2016, where he was the General Counsel for PepsiCo's food and beverage business across Southeast Asia, Pakistan, Australia, and New Zealand. Prior to PepsiCo, Mr. Buckley held various in-house legal roles, and spent ten years working as a legal advisor on mergers and acquisitions for various large legal firms in Australia and the United Kingdom, including Linklaters, Latham & Watkins, and Corrs Chambers Westgarth. He has been a director of various PepsiCo companies in Australia, New Zealand, and across Southeast Asia. Mr. Buckley holds a Bachelor of Arts/Bachelor of Laws (Honours) and a Graduate Diploma of Legal Practice from New South Wales, Australia, and was admitted as a Solicitor of the Supreme Court of New South Wales, Australia in Decemiber 20011 PARINYA KITJATANAPAN Mr. Kitjatanapan is a non-Executive Director of the Company. He has 30 years of financial and commercial management experience in the FMCG industry across Asia Pacific, Middle East, and North Africa. He joined PepsiCo, Inc, in 1998 as the Chief Financial Officer for PepsiCo's Thailand Beverage business and subsequently became General Manager for the country. In 2010, Mr. Kitjatanapan joined PepsiCo China's team as General Manager, South Cluster, based in Guangzhou. Then in 2012, he relocated to Shanghai to serve as Greater China Beverage Franchise Vice-President. He moved back to Thailand in 2014 to assume Vice-President and General Manager of the Thailand Power of One business. In 2019, Mr Kitjatanapan was promoted to Senior Vice-President of Sales & Franchise COE for the AMENA (Asia Middle East North Africa) sector. In 2020, he became the Chief Commercial Officer for the Asia Pacific sector and the Asia Beverages & GMD Business Unit General Manager. ‘YUAN WaNG Ms. Wang is a non-Executive Director of the Company. She is currently the Chief Financial Officer and Vice-President of the Asia Beverages & GMD Business Unit ("BU") of PepsiCo, Inc. and is responsible for leading Finance Planning activities for the BU as well as overseeing strategic initiatives and capability building for Indochina Foods BU. Ms. Wang has ~15 years of financial and commercial management experience in the fast-moving consumer goods industry in the U.S. She joined PepsiCo in 2014 as Senior Director of Corporate Mergers & Acquisitions, advising on high-value creation transactions considered critical to PepsiCo's strategic growth plans. Prior to PepsiCo, she held positions in global financial institutions including Macquarie Capital, Barclays Capital, and Credit Suisse. Ms. Wang holds a BA from Harvard College with Honors in Government and a Masters in International Policy from Stanford University RAFAEL M. ALUNAN I Mr. Alunan is an Independent Director, and is the incumbent Vice Chairman of the Board of Directors, and Chairman of the Audit Commitee of the Company. He has had extensive experience in the private and public sectors. Currently, he sits on the Boards of the Metro Global Holdings, Inc., APC Group, Inc., Rafael ‘Alunan Agri-Development, Inc. La Herencia Homeowners Association, and the Spirit of EDSA Foundation, Mr. Alunan is a Fellow of the Development Academy of the Philippines and of the Institute of Corporate Governance and Institute for Solidarity in Asia. He previously sat on various boards of the Lopez Group, Sun Life of Canada, Inc. and its various subsidiaries, and Coca-Cola Amatil (Australia). He chairs the Philippine Council for Foreign Relations and the Harvard Kennedy School of Government Alumni ‘Association of the Philppines, Inc. Mr. Alunan also serves as President of the Philippine Taekwondo Foundation. He occasionally writes commenteries published in BusinessWord, Inquirer, and the Manila Times forthe Management Association of the Philippines and Harvard Kennedy School Alumni Association of the Philippines. Inc. Mr. Alunan also serves as the Board Advisor of Kaltimex Rural Energy Corp. He produced the documentary "Tagaligtas" on the Special Action Force of the Philippine National Police, and co-authored the book “Silver Linings” and ts updated version. He served as Secretary of Tourism during the term of President Corazon C. Aquino, and as Secretary of Interior and Local Government during the term of President Fidel V. Ramos. He holds the rank of Colonel in the Armed Forces of the Philippines, and is @ graduate of the Philippine Army's Command and General Staff College Operations Course. Mr. AAlunan obtained his double degree in Business Administration and History-Poltical Science from the De La Salle University, attended the MBA-Senior Executive Program of the Ateneo de Manila University, and ‘obtained a Master's degree in Public Administration and an Executive Education Certificate from Harvard Kennedy School of Government 19Oscar S. Reves Mr. Reyes is an Independent Director and is the incumbent Chairman of the Board of Directors, as well as the Chairman of the Board committees for Nomination and Governance and Compensation and Remuneration of the Company. Among his other current positions are: Member of the Advisory Council of the Bank of the Philippine Islands; member of the Advisory Board of the PLDT, Inc. and of Basic Energy Corporation: Independent Director of Cosco Capital Inc., PXP Eneray Corporation, PLOT Communications & Energy Ventures, Inc., Team Energy Corporation, D.M, Wencesiao and Associates, Sun Life Financial Plans, Inc., Sun Life Prosperity Funds, Eramen Minerals Inc., Petrolft Corporation, Philippine Dealing System Holdings Corp., Philippine Dealing & Exchange Corporation, Philippine Depository & Trust Corporation, Philippine Securities Settlement Corporation, and Pioneer Life Insurance Group. He became ‘Senior Executive Vice President and Chief Energy Adviser of the Manila Electric Company in July 2010 and was appointed as President and Chief Executive Officer and ChairmanyDirector of various Manila Electric Company Subsidiaries and Affiliates in 2012 unti his retirement in 31 May 2019. Mr, Oscar Reyes served the Shell Companies in the Philippines in verious capacities from 1986 when Shell acquired Philippine Petroleum Corporation where he was the Executive Vice President and General Manager. He was appointed in May 1997 as Country Chairman and concurrently President of Pilipinas Shell Petroleum Corporation, and Managing Director of Shell Philippines Exploration B.V., and retired from such positions in 2001. He finished his Bachelor of Arts Major in Economics (Cum Laude) degree at the Ateneo de Manila University in 1965. He took post-graduate studies at the Ateneo Graduate School of Business, Waterloo Lutheran University in Ontario, Canada, and the Harvard Business School (Executive Education Program). Executive Officers: FREDERICK D. ONG Mr. Ong is an Executive Director and the incumbent President and Chief Executive Officer of the Company. He has more than 25 years of experience in the fast-moving consumer goods (FMCG) industry. Mr. Ong has assumed senior roles, such as Commercial, General Manager and Regional (SEA and Asia) Marketing and Sales leadership roles. He has experience in the following industries: food, beverage, quick service restaurant (QSR), personal care, pharmaceutical, consumer electronics and automotive. He has worked with companies such as Neste, Coca-Cola, Johnson & Johnson, Reckitt Benckiser, and Samsung. Prior to joining the Company, Mr, Ong worked with the Yokohama Group of companies where he held various ‘executive and Board positions from 2015 to 2019. Mr. Ong holds a bachelor’s degree in Economics from the Ateneo de Manila University VistaL MALIK Mr. Malic is the Company's Chief Financial Orficer under a secondment agreement from PepsiCo of which he remains an employee. He is also the Company's Chief Audit Executive. Mr. Malik's assumption of his role in the Company is subject to the issuance of relevant permits. He is @ Chartered Accountant from India and joined PepsiCo in 1994, He spent 6 years with PepsiCo Beverages and Foods operations in India, following which he has been working as a Finance leader in Southeast Asia for past 20 years. In his previous roles, he served PepsiCo in the capacity of Chief Financial Officer for IndoChina, Thailand, Vietnam and other geographies including Indonesia, Malaysia and Singapore. He was previously the Chief Financial Officer for PepsiCo Beverages Joint Venture with Suntory in Theilend. FRANCIS S. MORAL Mr. Moral is the Company's Chief Commercial Officer. He is a seasoned senior executive with more than 20 years of work experience in the fast-moving consumer goods (FMCG) industry. He worked for reputable Companies like Procter & Gamble Philippines (‘P&G’) and held several leadership roles in the TAO Group of Companies. Before joining the Company, he was the General Manager for JR&R Distributors Inc. (P&G Distribution), Chief Operating Officer for TriDharma Marketing Corporation and Ecossential Foods Corp (Kopiko Distribution), and Chief Executive Officer of Ti Diamonds Corporation, Ma. Vivian A. CHEONG Ms. Cheong is the Company's Chief Human Resources and Corporate Affairs and Communications Officer. Prior to joining the Company, she was the Head of Organization Development and Change Management of Meralco. Prior to Meralco, she was the HR Director of Mead Johnson Nutrition for the Philippines and 20Vietnam, and before that, was the HR Head of Bristol-Myers Squibb Philippines. She holds a Master's degree in Industrial Relations, Major in Human Resources Development from the University of the Philippines and a Bachelor of Arts in Behavioral Science degree from the University of Sto. Tomas. JIN PYo AHN Mr. Ahn was recently appointed as the Company's Chief Corporate Strategy Officer. Prior to his appointment, Mr, Jin Pyo Ahn served as the Chief Strategy Officer of Lotte Akthar Beverage Co. Ltd. from 2018 to 2021; the General Manager for P-Project TF of Lotte Chilsung Beverage Co. Ltd. from 2016 to 2017; and the Team Leader of the Global Brand Team of Lotte Chilsung Beverage Co. Ltd. from 2015 to 2016, among others. Mr. Ahn also previously served as the Company's Chief Strategy Officer from 2010 to 2015. ‘SUNG JIN Kime Mr. Sung Jin Kim is currently the Company's Oficer-in-Charge of Strategic Supply Chain and Operations. and concurrently holds the position of Supply Planning Head. Prior to his appointment in the Company, Mr. Kim served as the Manager of the Supply Chain Management of Lotte Chilsung Beverage Co. Ltd. where he has held various positions in the fields of production management and marketing for the past 11 years. Dons Geo Yoon Mr. Yoon was recently appointed as the Company's Business Development Head. Prior to this appointment, the was the Senior Vice-PresidentiChief Strategy Officer of the Company. He has been withthe Lotte Group for 16 years, having worked with Lotte Chilsung from 2004 until present. He has been assigned to several roles involving quality assurance, procurement, global business support, and global brand management for brands including Pepsi and Danone. He also had @ successful stint in LOTTE Aodeli Beverage in China, Mr. Yoon holds a bachelor’s degree in Food Engineering from Yonsei University. CaRINA LENORE S. BAYON Atty. Bayon is the Company's Chief Legal and Government Affairs, Chief Compliance Officer, and Data Protection Officer. She was previously the Vice-President for Corporate Affairs of Nestle Philippines Inc. from 2018 to 2019. Prior to this she was the Director for Policy Compliance, Promotion and Labeling for Nestle USA (Wyeth Infant Nutrition) from 2015 to 2018, Regional Compliance Lead of Nestle - Wyeth Infant Nutrition for Asia & Pacific from 2013 to 2014, and Regional Counsel for Asia for Wyeth Philippines, Inc. from 2010 to 2013. Atty. Bayon was also a professor of Labor Relations Law at the Lyceum of the Philippines from 2009 to 2013. Atty. Bayon holds a Juris Doctor degree from the Ateneo de Manila University School of Law and a Bachelor of Arts degree from the University of the Philippines. KRISTINE NINOTSCHKA L. EVANGELISTA Ms. Evangelista is the Corporate Secretary of the Company. A partner at Gatmaytan Yap Patacsil Gutierrez & Protacio, also known as C&G Law, she was elected as Corporate Secretary of the Company in August 2018. She’started her legal career in 1999 as an associate at SyCip Salazar Hemandez & Gatmaitan. In 2008, she joined Holcim Philippines as Senior Legal Counsel, and served as its General Counsel and Corporate Secretary from 2014 until 2017. She holds a Bachelor of Science degree, major in Legal Management, and @ Juris Doctor degree from the Ateneo de Manila University ‘ANNA RAEZA A. LACADIN Ms. Lacadin was elected as the Assistant Corporate Secretary of the Company in September 2021. She is currently an Associate at C&G Law. She holds a Bachelor of Science degree, major in Legal Management from the De La Salle University, and a Juris Doctor degree from the San Beda University. Resignation of Directors No Director has resigned or declined to stand for re-election to the Board of Directors since the date of the last Annual Stockholders’ Meeting due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices, atSignificant Employees and Family Relationships No single person is expected to make an indispensable contribution to the business since the Company considers the collective efforts of all its employees as instrumental to the overall success of the Company's business. The Company is not aware of any family relationship between or among the aforementioned Directors or Executive Officers up to the fourth civil degree Except for the payment of annual directors’ fee and per diem allowances, the Company has not had any transaction during the last two (2) years in which any Director or Executive Officer had a direct or indirect interest Involvement in Certain Legal Proceedings None of the aforementioned Directors or Executive Officers is or has been involved in any criminal or bankruptcy proceeding, or is or has been subject to any judgment of a competent court barring or otherwise limiting his involvement in any type of business, or has been found to have violated any securities laws during the past five (5) years and up tothe latest date, except as disclosed in tem 3 on Legal Proceedings. ITEM 11. EXECUTIVE COMPENSATION Compensation of Directors and Executive Officers ‘The aggregate compensation paid or accrued (in Philippine Peso) in the calendar years ended 31 December 2021, 2020 and 2019 and estimated to be paid for the ensuing calendar year 31 December 2021 to the following Executive Officers is set out in the table below: Name. Year Salary Bonus ‘Others ‘Aggregate for CEO and | CY 2078 57,968,836 | 5,740,805 460,358 four (4) most highly | CY 2020 54.216,128| 2,791,168, 163.971 compensated below- | Cy 2021 42475264) 8,406,898, 873,826 named executive Cy 2022 (Estimate) 50.244.171 | 6.867.054 608.044 officers ‘Allother directors and | CY 2070 37 606,253 | 5,746,511 772,386 ‘Gqoane a8 a ge: cy 2020 36,360,398 | 3,620,083 36,757,938 tase cy 2021 44,490,930 | 3,465,203, 40,672,751 od | cy 2022 (Estimate) 30.215.584| 2,655,878 10,715,984 The following are the five highest compensated directors and/or officers of the Company who were serving as Executive Officers at the end of the last completed calendar year: Frederick D. Ong ~ President and Chief Executive Officer Vishal Malik ~ Chief Finance Officer and Chief Audit Executive Francis S. Moral - Chief Commercial Officer ‘Ma, Vivian A, Cheong ~ Chief Human Resources and Corporate Affairs and Communications Officer Carina Lenore S. Bayon ~ Chief Legal and Government Affairs Officer, Chief Compliance Officer, and Data Protection Officer There are no special employment contracts between the Company and the above Executive Officers. ‘At the Annual Stockholders’ Meeting held on 24 May 2019, the stockholders approved and ratified the payment of annual fees for the members of the Board of Directors in the amount of PhP500,000.00 and a per diem allowance per board or committee meeting of PhP200,000.00 for the Chairman of the Board and PhP100,000.00 for the other members of the Board. The seven (7) Directors representing Lotte Corporation, Lotte Chilsung Beverage Co. Ltd., and Quaker Global Investments B.V. have waived the per diem allowance as well as the annual directors’ fee. ‘There are no outstanding warrants or options held by the above Executive Officers and all such officers and Directors as a group. 2In 2021, the members of the Board were paid an aggregate amount of PhP3,262,223 for their attendance in Board and Committee meetings. The following are the amounts (in Philippine Peso) of per diems and directors’ fees received by each director: ‘Name of Director Per Dems, Directors’ Fees Total 7_| Oscar Reyes PhP 173,338 PhP555,556 PaPi,728, 888. 2._| Rafael M. Alunan PRPOT?.778 PhP 555,556. PnP1, 533,334 “3._| Frederick D. Ong PhP.O. PhP O PhP O 4. | Yongsang You PhP O. Phe-o PhP O. | Yun Gie Park PhP O. PhE-O PnP O. 6._[ Hyo Jin Song [PrP o- PhP O. PAPO. 7_| Jay Buckley PhP O. PhP O. PhP O. | Parinya Kigatanapan PhP O. PhP 0. PRP O. 9._| Yuan Wang PhP O. PhP O. PRPC TOTAL PhP2,151.177 PAPI 11,01. PRPS 262,223, ITEM 42. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Security Ownership of Record and Beneficial Owners of at Least 5% of Our Securities as of 28 February 2022 Name of ope Benefit Name and Address of Record Title of Owner and Number of Usa | Omerandretonip wm | Qumererd | crzeanio | Samet | pentane feeuer with record uner Lotte Chilsung Beverage Co. Ltd.” a8 SFI, Lote Casto CoM, Comme | 269 oiympiore. Songpe-gy, | LEN .| Korean | 2872:580:98 | gp sy Seoul, 05551 South Korea es Relalonshp = Stockholder + Latte Chisung Beverage Co. Ld. (Lotte Cilsung’) is a corporation duly organized and existing under and by vitue of the laws of ‘Korea wth principal offce at ain 6 Sth FL, Lotte Castle Gold, 269 Olympi-re, Songpa-gu, Seou, 05551 Souh Korea. Based onthe ‘SEC Form 19-1 (Tender Offer Report) filed by Lotte Chisung on 11 December 2020, Lotte Chlsung is a subsiciay of Lotte Corporation, which owns 26.54% of the total ssued and outstanding captal stock of Lote Chisung. AS explained in note 2, the ‘benefice over of Latte Corporation i disclosed as is Chief Executive Officer, Yongdok Song, 2 Lote Corporation fs @ corporation duly organized and existing under ans by vitue of the laws of Korea with principal office al Lotte ‘Wert Tower, 300 Olympe-ro, Songpa-gu, Seoul, 05551, South Korea. Based on the beneficial aunership decaration altached fo he Companys General Information Sheet fled on O& Febivary 2022, Loe Corporations Chief Execulve Offices, Yorgdok Song, is named ae the beneficial owner, under category (of Ine beneficial ounership declaration form (provided under SEC Memorandum Ciroular No, 15, Series f 2020) recy noting 73.58% ofthe outsancang capital stock ofthe Company, trough shares held inthe name of Lote Chisung and through PCD Nominee Corporation (Non-ipio). 3 Lote Corporation holds 128,074 500 shares, or around 3.33% of the outstancing shares, through PCD Nominee Corporation (Non- Filipino). These shares are incuced inthe 1,859 300 433 shares or around 42.22% ofthe oustanding shates transferred by Lotte Corporation to Latte Chisung a8 reported in he cover ler of Lote Chilsung's SEC Form 23-8 (Statement of Changes in Beneficial (Ownership of Securties) fled an 23 November 2020. 23Name of City shares | Two Building, Northgate, Cyberzone, Filinvest City, Alabang, Muntinlupa Beneficial Name and Address of Record Title of Owner and Number of Cisse. | Over and Relationship with Cnenenp | Citizenship | SUmBel cl; | Percentage with record owner Quaker Giobal Investments B.V.* Commo | Zonnebaan 35, 3642 EB Utrecht | Pepsico, shares | The Netherlands ine? Paso | Sees |e Oe ‘Security Ownership of Management as of 28 February 2022 ‘Amount & ‘Nature of Percent of Title of Class | Name and Address of Owner Maret | citizoncnip | Percent! Ownership Oscar S. Reyes Chairman of the Board and Common | Independent Director shares | Room 2504, 25/F, 139 Corporate eee ine sea Center Valero St. Salcedo Village Makati Ci Frederick D. Ong Director, President and CEO Common | cio 26" Floor, Flinvest Axis Tower _ ‘shares _| Two Building, Northgate, Cyberzone, ' pene ee Filinvest City, Alabang, Muntinlupa Cit Yongsang Vou Director Common | co 26" Floor, Flinvest Axis Tower shares _| Two Building, Northgate, Cyberzone, 1 Korean --|--- 0.00% Filinvest City, Alabang, Muntinlupa cit Yun Gie Park Director Common | clo 26" Floor, Flinvest Axis Tower ie oeen aco 4 Quaker Giobal Investments 6.V. (‘OG!’ is a corporation duly organized and existing under and by vitue of the laws of the Netherlands vith principal office at Zonnebaan 35, 3642 EB Utiecht, The Netherends, 5 wased on the beneficial ownership decaration attached to the Company/s General information Sheet tled on O4 February 2022, PepsiCo, Inc's Chief Executve Officer, Raman Laquarta, is named as the beneficial owner, under calegory | of the Denefca ‘ownership declraton form (provided under SEC Memorandum Circular No. 18, Series of 2020) mndrectly holding 25% of the ‘outstanding capa stock of te Company (Iough Quaker Global Investments B.V 24‘Amount & ; Nature of | ciizenshiy | Percent of Tie of Class | Nameand Address of Owner | Netureof | cizensnip | Percent Ownership Pye Tn Song Director Common | co 26" Floor, Fiinvest Axis Tower ; ‘shares Two Building, Northgate, Cyberzone, 1 Korean oe FiinvestCiy, Alabang, Muntinlupa ca Tay Bucley Director Common | co Suites 1703-8, Tower Two * Austrian | 0.00% ‘'Matheson Sree. Causeway Bay, hk Parnya Kvatanapan Dreetor Common | Go 622 Emporium Tower " tra | 000% ‘TF Sukhurv Road, Klongton Kongioey, Bangkok, Thaland Yuen Wang commen | Director 5 shares: 7380 W Sand Lake Rd #230, Papeticatt oon. Orlando, FL 32819 USA Rafael M. Alunan Ill Vice-Chairman and Independent Common | Director . Fuipino | 00% No.63 9" Street __| New Mania, Guez Vishal Maik” Chit Financial Otter and Chiet common | Aust Executive zammon | Go 268 Floor, Flinvest Axis Toner ° indian | 0.00% ‘Two Building, Northgate, Cyberzone, Fiinvest Cy Alabang, Muntniopa Guy Francis S.Woral Chief Commercial Officer ‘Common clo 26" Floor, Filinvest Axis Tower shares ‘Two Building, Northgate, Cyberzone, ” Epino, oor FlinvestCiy, Alabang, Muntiniipa Sty Wa: Vian A. Cheong Chief Human Resources and Corporate Affairs and Common | Communications Ofer shares clo 26" Floor, Filinvest Axis Tower o Filipino cco Two Building: Norhgale,Cyberzone, Fiinvest Cay, Abang, Muntinlupa fa Tin YS AR Chie Corporate Strategy Officer Common clo 26" Floor, Filinvest Axis Tower 4 ‘shares Two Building. Northgate, Cyberzone, a Haran one Filinvest City, Alabang, Muntinlupa City 25Name and Address of Owner ‘Amount & Citizenship Percent of Class Common shares ‘Sung Jin Kim Officer-in-Charge of Strategic Supply Chain and Operations lo 26" Floor, Filinvest Axis Tower ‘Two Building, Northgate, Cyberzone, Filinvest City, Alabang, Muntinlupa ity Korean 0.00% Common shares Dong Geol Yoon Business Development Head clo 26" Floor, Filinvest Axis Tower Two Bullding, Northgate, Cyberzone, Filinvest City, Alabang, Muntinlupa Cit Korean 0.00% Common shares Carina Lenore S, Bayon Chief Legal and Government Affairs Officer, Chief Compliance Officer, and Data Protection Officer lo 26" Floor, Filinvest Axis Tower Two Building, Northgate, Cyberzone, Filinvest City, Alabang, Muntinlupa City Filipino 0.00% Common shares Kristine Ninotschka L. Evangelista Corporate Secretary clo 30/F 88 Corporate Center Sedefio corner Valero Streets Salcedo Village, Makati City Filipino 0.00% Common shares ‘Anna Raeza A. Lacadin Assistant Corporate Secretary clo 30/F 88 Corporate Center ‘Sedefio corner Valero Streets Salcedo Village, Makati City Filipino 0.00% * Each of the Directors is the registered owner of at least one qualifying share. ** The assumption of the respective roles of Messrs. Malik and Ahn in the Company is subject to the issuance of the relevant permits. ‘The aggregate shareholdings of Directors and key officers as of 28 February 2022 are 300,009 shares which is approximately 0.000081% of the Company's outstanding capital stock. Changes in Control ‘The Company is not aware of any voting trust agreement or any other similar agreement which may result in a change in control of the Company, ITEM 43. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS: Refer to Note 23 to the 31 December 2021 Audited Financial Statements for details on related party transactions. 26PART IV - EXHIBITS AND SCHEDULES The following are the reports on SEC Form 17-C, as amended, which were filed during the period of 1 January 2021 to 28 February 2022 a. SEC Form 17-C dated 09 February 2024 Atthe special meeting of the Board of Directors held on 09 February 2021, the Board of Directors approved the following matters: (i) acceptance of the resignation of Mr. Samir Moussa as a member of the Company's Board of Directors and a member of the Board of Directors’ Audit Committee and appointment of Ms. Yuan Weng as a member of the Company's Board of Directors and a member of the Board of Directors’ Audit Committee, effective 28 February 2021; (i) acceptance of the resignation of Mr. Young Duk Kang as the Company's Senior Vice President and Chief Strategy Officer and acceptance of Mr. Dong Geol Yoon as the Company's Senior Vice President and Chief Strategy Otficer, effective 01 March 2021, or upon the issuance of relevant permits to Mr. Yoon. b, SEC Form 17-C dated 16 February 2021 On 16 February 2021, the Company received by electronic mail a Resolution dated 19 February 2020 issued by the Laguna Lake Development Authority (‘LLDA’) in relation to LLDA Case No. WP19-08-638- MM, ordering the Company to pay a penalty for non-compliance with effluent standards, The Company's wastewater discharge has since passed all parameters of effluent standards, cc. SEC Form 17-C dated 6 March 2024 ‘On 05 March 2021, the Company received a Notice of Finality issued by the Regional Director of the Department of Labor and Employment (MIMAROPA Region) of Compliance Order dated 10 November 2020,which required submission of proot of compliance with Occupational Safety and Health Standards within the period provided, otherwise making the Compeny liable for a penalty. The Company submitted Copies ofthe requested documents, and fled an appeal o extend the submission of the certification for the training ofthe first aider because there were no training sessions conducted during the pandemic. d. SEC Form 17-C dated 06 April 2021 ‘At the regular meeting of the Board of Directors held on 05 April 2021, the Board of Directors approved the following matters: (i) approval of the Company's Audited Financial Statements for the fiscal year ended 31 December 2020 and authorization for its issuance and filing with the Bureau of Intemal Revenue and SEC; (i) approval of the Company's Annual Report (SEC Form 17-A) for the fiscal year ended 31 December 2020 and authorization for is filing with the SEC; (ii) acceptance of resignation of Mr. Domingo F. Almazan 28 Senior Vice President for National Sales and appointment of Mr. Francis S. Moral as Senior Vice President for National Sales; (iv) approval of the postponement of the Annual Stockholders’ Meeting for the year 2021 (the "2021 ASM") from the date scheduled under the Company's By-Laws (ie., the last Friday of May) to 14 June 2021; (v) approval of the conduct of the 2021 ASM and the participation by stockholders to be done via remote communications, and of the voting by the stockholders to be done by remote communications, in absentia, or by proxy, and delegating to Management and the Corporate Secretary the finalization of the requirements and internal procedures for such conduct of the 2021 ASM (vi) approval of the delegation of authority to Management and the Corporate Secretary to finalize the details of the 2021 ASM, including the time, the platform, the agenda, and the record date. ‘SEC Form 17-C dated 21 May 2021 At the special meeting of the Board of Directors held on 21 May 2021, the Board of Directors approved the following matters: (i) approval of the further postponement of the 2021 ASM from the 14 June 2021 date previously approved to 2 June 2021; (i) approval of the agenda of the 2021 ASM, and fixing the record date of the stockholders entitled to notice of and to vote at said 2021 ASM on 29 May 2021; and (i) approval of the SEC Form 2041S (Information Statement) for the 2021 ASM and its filing with the SEC. a1f. SEC Form 17-C dated 29 June 2021 Matters approved by the Stockholders during the Annual Stockholders’ Meeting held on 29 June 2024 (@) Approval ofthe Minutes ofthe Annual Stockholders’ Meeting on 20 August 2020; (©) Approval ofthe Ausited Financial Statements forthe year ended 31 December 2020; (©) Ratification of acts of the Board of Directors and Management for the previous year, (@) Approval of the amendments to the third and fourth articles of the Company's Amendment Articles of Incorporation; (@) Election of the members of the Board of Directors for the year 2021 to 2022: Frederick D. Ong Yongsang You Yun Gie Park Hyo Jin Song Jay Buckley Yuan Wang Parinya Kitjatanapan Oscar S. Reyes (Independent Director) Rafael M. Alunan Ill (Independent Director) (f) Appointment of R.G. Manabet & Co. as the Company's External Auditor for the year 2021 to 2022. Matters approved during the Organizational Meetin Board of Directors held on 29 June 2024 (@) Election of the members of the Board Committees for the year 2021 to 2022 Augit Committee Nomination and Committee | Oscar S. Reyes (Chairman) Yongsang You Jay Buckley mance Rafael M. Alunan Ill (Chairman) Oscar S. Reyes ‘Yongsang You ‘Yuan Wang (b) Election of Officers for the year 2021 to 2022 Compensation and Remuneration Committee Oscar 8. Reyes (Chairman) Rafael M. Alunan ill Yongsang You Parinya Kiljatanapan Chairman of the Board of Directors Oscar S. Reyes Vice-Chairman of the Board of Directors Rafael M, Alunan Til President and Chief Executive Officer Frederick D. Ong ‘Chief Finance Officer and Chief Aucit Executive Vishal Malik ef Corporate Strategy O ief Manufacturing and Supply Chain Officer ng Geol Yoon" lin Man Kim™ ‘Chief Commercial Oificer Francis S. Moral Chief Human Resources Communications Officer ‘and Corporate Affairs and Ma, Vivian A. Cheong Chief Legal and Government Affairs Officer, Chief Compliance Officer, and Data Protection Officer Carina Lenore S. Bayon Vice-President and Senior General Manager — Luzon 2 ‘Aristedes H. Alindogan Vice-President and Senior General Manager — Visayas. Lyndon Ferdinand J. Cuadra Chief Risk Officer ‘Agustin S. Sarmiento Corporate Secretary Kristine Ninotschka L Evangelista 28(Assistant Corporate Secretary Eoereeee [Jule Patricia © Hereratim pointed as Business Development Head as of 09 December 2021; Replaced by Mr. Jin Pyo Ahn. Resigned as of 09 December 2021; Replaced by Mr. Sung Jin Kim 9. SEC Form 17-C dated 30 September 2021 At the regular meeting of the Board of Directors held on 30 September 2021, the Board of Directors ‘approved the appointment of Ms. Anna Raeza A. Lacadin as the Assistant Corporate Secretary effective 30 September 2021 h. SEC Form 17-C dated 17 November 2021 ‘The Company received by electronic mail on 17 November 2024 and by coutier on 18 November 2024, a copy of a Notice of Strike filed by the Bacolod Pepsi-Cola Employees’ and Workers’ Union ('8PCEWLU") with the National Conciliation and Mediation Board of the Department of Labor and Employment due to a Collective Bargaining Agreement deadlock between BPCEWU and the Company. 1 SEC Form 17-C dated 22 November 2021 ‘On 22 November 2021, in connection with the Company's renewal of its Purchaser's License for Controlled ‘Chemicals for its Zamboanga Plant, the Company received an assessment by the Philippine National Police {or penalties for the late submission of the application and the Monthly Compensation Reports. SEC Form 17-C dated 09 December 2021 At the regular meeting of the Board of Directors held on 09 December 2021, the Board of Directors approved the following matters: (i) approval of the Amendment of the Articles of Incorporation to reflect the provision of the Revised Corporation Code (‘RCC’) on the participation of the Board of Directors in the determination of their remuneration; (i) amendment of the By-Laws to reflect the provision of the RCC on the participation of the Board of Direciors in the determination of their remuneration, and the period for the service of notice for stockholders’ meetings; (i) acceptance of the resignation of Mr. Jin Man Kim as the Company's Chief Manufacturing and Supply Chain Officer; (iv) appointment of Mr. Sung Jin Kim as the Company's Officer- in-Charge of Strategic Supply Chain and Operations, effective 09 December 2021; (v) appointment of Mr. Dong Geol Yoon as the Company's Business Development Head; (vi) appointment of Mr. Jin Pyo Ahn as, the Company's Chief Corporate Strategy Officer effective 09 December 2021, subject to the issuance of the relevant permits, PARTV, IGNATORIES “The following are the authorized signatories of the Company: 1. Frederick D. Ong in his capacity as the President and Chief Executive Officer. Said positions are the Company's equivalent positions for principal operating officer and principal executive officer, respectively. 2. Agustin S. Sarmiento in his capacity as Chief Risk Officer of the Company. Said position is the Company's equivalent position for comptroller and principal accounting officer. 3. Kristine Ninotschka L. Evangelista in her capacity as the Corporate Secretary of the Company. Signature page follows 22SIGNATURES Pursuant to the requirements of Section 17 of the Securities Regulation Code and Section 177 of the Revised Corporation Code, this reports sjaned an behalf of the issuer by the undersigned, thereunto uly authorized, in the City of on Ay-2022 By. resident and Chief Executive Officer Associate Vice-President Tax & Reporting and Chief Risk Officer KRISTI I IGELISTA Corporate Sdhretary REPUBLIC OF THE PHILIPPINES) MAKATICITY ) S.S. SUBSCRIBED AND SWORN TO before me in the City of _MAKATICITY on i 1 MAY. 2 oy. Name Competent Evidence of Identity Valid Until/Place Issued Frederick Dy Ong Driver's License ID No. NO6-84-012488 January 10, 2026 Agustin S. Sarmiento Unified Multi-Purpose ID No. 0033-2456012-6 Kristine Ninotschka L. Passport No. P5177855A November 28, 2022 / DFA. Evangelista Cagayan de Oro who have satis same persons executed the identity to me through the above identification, that they are the NOTARY PUBLIC ROLL NO. 73281 Doc. No. Page No. Book No,COVER SHEET for AUDITED FINANCIAL STATEMENTS SEC Registration Number 1{slololels COMPANY NAME Plelp(s{i/-|cloitla/ |Pl|Riolpluje|t|s PlHiitelifPleliiNiels inle PRINCIPAL OFFICE (No. / Street / Barangay / City / Town / Province) 2lelt{n! Jeli lololr Fli |ililn{vjelsit] Jalxtils Tlolwle[r| |tiwlo] [Blulilifdlilnigl.| Injolritiniglaltle clyjbfelr{zjo}nfe|.| JFli ft] ifntvie fs ft] lofi ft fy |. Altfaf{bfalnta}.| [Mjuln|t] ifn] ifefpfal jelif tty Form Type Department requiring the report ‘Applicable AAFS COMPANY INFORMATION Company's email Address ‘Company's Telephone Number/s Mobile Number 8888-73774 No. of Stockholders Annual Meeting (Month / Day) Fiscal Yoar (Month / Day) 812 Last Friday of May December 31 CONTACT PERSON INFORMATION “The designated contact person MUST be an Officer of the Corporation Name of Contact Person Email Address Telephone Number/s _Mobile Number Agustin 8. Sarmiento 8888-73774 CONTACT PERSON's ADDRESSPCPPI Headquarters POPPY 2c tier te teens occa rine ‘Alabang, Muiiupa iy, Phippnos Pepsi-Cola Products Philipines. tne. Tel: (632) 888-PEPSI (73774) + www.pepsiphilippines.com STATEMENT OF MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS The Management of Pepsi-Cola Products Philippines, Inc. (the “Company’) is responsible for the preparation and fair presentation of the financial statements, including the schedules attached therein, as at December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021, in accordance with the prescribed financial reporting framework indicated therein, and for such intemal control as management determines is necessary to enable the preparation of financial statements that are free form material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. ‘The Board of Directors is responsible for overseeing the Company's financial reporting process The Board of Directors reviews and approves the financial statements including the schedules attached therein, and submits the same to the Stockholders. R.G. Manabat & Co., the independent auditor appointed by the Stockholders, has audited the financial statements of the Company in accordance with Philippine Standards on Auditing, and in its report to the Stockholders, has expressed its opinion on the fairness of presentation upon completion of such audit. canes eatin | OSCARS; FREDERICK D. ONG Chairmarrof the Board Prasident and Chief Executive Officer aatSINS SARMIENTO Associate Vice-President - Tax & Reporting and Chief Risk Officer BUREAU OF INTERNAL REVENUE LARGE TAXPAYERS SER URGE TaXPATERS ASSISTANCE GOON Date | MAY 162 |rEg RECEIVED