amended 2012 annual report

Main Office: Maharlika Hi-Way, Banga 1stPlaridel, Bulacan

Makati Office: Level 16, Tower 2, The Enterprise Center, 6766 Ayala Avenue Corner Paseo de Roxas, Makati City

Telephone: (044) 670-1492 / 670-0693 / 795-0136 Fax: (044) 795-1979 Website: www.calatacorp.com

7 June 2013 MS. JANET A. ENCARNACION Head, Disclosure Department Philippine Stock Exchange, Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City

RE: AMENDED CALATA CORPORATION 2012 ANNUAL REPORT

Dear Ms. Encarnacion, Pursuant to the Revised Disclosure Rules of the Philippine Stock Exchange (the “Exchange”), please find attached Amended Annual Report of Calata Corporation for the year ending 31 December 2012, complying therein with the comments of the Securities and Exchange Commission. Very truly yours,

Atty. Jose Marie E. Fabella

Corporate Secretary / Corporate Information Officer / Compliance Officer

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A 1 9 9 9 1 1 6 6 6 SEC Registration Number

C A L A T A C O R P O R A T I O N

(Company’s Full Name)

(Business Address: No. Street City/Town/Province)

Benison Paul B. De Torres 044-795-1979

(Contact Person) (Company Telephone Number) AMENDED

1 2 3 1 1 7 - A Month Day (Form Type) Month Day

(Fiscal Year) (Annual Meeting)

(Secondary License Type, If Applicable)

Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

S T A M P S Remarks: Please use BLACK ink for scanning purposes.

M C A R T H U R H I - W A Y B A N G A 1 S T

P L A R I D E L B U L A C A N

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If yes, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exchange Common Shares 12. Check whether the issuer: (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 [ / ] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [ / ] No [ ] 13. State the aggregate market value of the voting stock held by non-affiliates 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 filing. If a 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-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided the assumptions are set forth in this Form. (See definition of "affiliate" in “Annex B”).

DOCUMENTS INCORPORATED BY REFERENCE 15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-A into which the document is incorporated: (a) Any annual report to security holders; Not Applicable (b) Any information statement filed pursuant to SRC Rule 20; Not Applicable

(c) Any prospectus filed pursuant to SRC Rule 8.1.

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PART I - BUSINESS AND GENERAL INFORMATION Item 1. Business HISTORY Formerly known as Planters Choice Agro Products, Inc., the Company was incorporated in July 23, 1999. The Company’s initial authorized capital stock of PhP1,000,000.00 divided into 10,000 common shares with a par value of PhP100.00. Combining good business sense with hard work, quality service, and a mission to give back to the community, the store grew into one of the largest agricultural products distribution company in Bulacan. On February 22, 2010, the Company obtained approval from the SEC for the change in its corporate name to Calata Corporation. In August 17, 2011, the SEC approved the Company’s application for increase in its authorized capital stock from PhP1,000,000.00 divided into 10,000 common shares with a par value of PhP100.00 per share to PhP345,400,000.00 divided into 345,400,000 shares with a par value of PhP1.00 per share. Thereafter, in August 25, 2011, the SEC approved a further increase in the Company’s authorized capital stock to PhP845,400,000.00 divided into 845,400,000 shares with a par value of PhP1.00 per share. On February 6, 2012, the Company amended its primary purpose as a prelude to its plans to create a subsidiary to handle its retail business. On March 23, 2012, the Company made history by being the first agricultural company to conduct an initial public offering (IPO) in the Philippine Stock Exchange. Out of the said IPO, the Company was able to raise P242,412,808.76 to support the rapid growth of its current operations as well as the development of its prospective businesses. In the Philippines, the Company carries the distinction of being the leading and most complete distributor for all products available in the agricultural industry. It is the country’s largest combined distributor of agro-chemicals, feeds, fertilizers, veterinary medicines and other agricultural products coming from manufacturers or “business partners,” such as San Miguel Corporation for B-Meg Feeds and veterinary products; Syngenta, Bayer, Jardine, Dupont, Sinochem,, for agro-chemicals;; East West Seeds, Monsanto, Planters Products for agricultural seeds; and Swire, Viking for fertilizers. The Company is an emerging leader in the Philippine Agricultural Industry utilizing effective marketing strategies, strong business partnerships, as well as modern technology to accurately monitor sales and client records. The Company has increased its annual revenues from roughly PhP200 Million in 2003 to more than PhP1.8 Billion in 2010 equivalent to an 800% increase in revenues for the past 7 years of operation. In 2012, the Company recorded its highest profit in the history of its operations.

The Company has identified three (3) operating segments namely, distribution, retail and farming. CURRENT OPERATIONS Distribution: The Company currently distributes the following types of products:

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1. Animal feeds - The Company has an exclusive distribution agreement with San Miguel Foods Inc.'s BMEG. The areas covered are the whole of Nueva Ecija, almost all of Bulacan, a third of Pampanga, and a third of Pangasinan. The feeds distribution business accounted for about 44% of the Company's total sales for 2012.

2. Fertilizers - The Company distributes almost all brands of fertilizers in the market. The two top grossing are the Swire and Viking brands. The Company distributes fertlizers in Central Luzon mainly in Bulacan, Pampanga, and Nueva Ecija. The Company closely monitors its fertilizer business because of the relatively volatile prices of fertilizers. The fertilizer distribution business accounted for about 34% of total sales in 2012.

3. Agro-chemicals - The Company distributes almost all brands of agro-chemicals in the market. The biggest contributors to the Company are the products from Syngenta Philippines with whom the Company has an exclusive distributorship agreement similar to that with BMEG. The Syngenta agreement covers the entire Central Luzon composed of the provinces of Bulacan, Pampanga, Tarlac, Nueva Ecija, Zambales, and Bataan. The Company's distribution area of Agro chemicals is the widest among all of the product lines. Sales are mainly centered on Central Luzon but also reaches Isabela, Pangasinan, Baguio and Banaue in Northern Luzon as well as Mindoro, Quezon and Bicol in Southern Luzon. The Agro-chemical distribution business accounted for about 21% of total sales in 2012.

4. Seeds, others - This segment business accounted for about 4% of total sales in 2012. Farms: The Company is currently constructing several large scale farms with an estimated total project cost of approximately P500M. The funding is sourced from internally generated funds of the Company and such other bank credit facilities. The following are the projects under construction:

1. Magnolia Broiler Breeder Farm - Total project cost is P112.98M. The project will produce eggs intended to be chicks to be grown as broilers and then sold by Magnolia to fast foods and supermarkets under the Magnolia brand name. The project will produce a total of 9.36M eggs a year.

2. Monterey Hog Breeder Farm - Total project cost is P138.47M.The project will produce piglets to be grown in hog growing farms. The project will have a total of 1,100 Sows producing the piglets. An estimated 26,460 piglets will be produced per year.

3. Magnolia Broiler Growing Farm - Total project cost is P324.86M. The project will have a capacity to grow 450,000 broiler heads at 8 growing cycles a year or a total of 3.60M broiler heads per year.

4. Monterey Hog Growing Farm - Total project cost is P56.80M. The project will have the capacity to grow 3,000 hogs at 3 cycles per year or a total of 9,000 hogs per year.

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DEVELOPMENTAL ACTIVITIES

PROJECT NAME

LOCATION/S TOTAL PRODUCTION

TOTAL PROJECT COST

AMOUNT ALREADY SPENT

Monterey Hog Breeder

Bgy. Naganacan, Sta. Maria, Isabela

1100 Sows; 26,460 piglets

125,802,920.00

125,313,342.00

Monterey Hog Growing

Bgy. Ula, Tugbok District, Davao City

3,000 Hogs 49,879,461.00

11,522,114.00

Magnolia Broiler Breeder

Bgy. Fuyo, Ilagan, Isabela

9357660 Eggs; 48000 Breeders

55,165,738.00

55,165,738.00

Magnolia Broiler Growing

Bgy. Kinawe, Libona, Bukidnon

150,000 Birds 91,845,097.00

49,840,255.00

Bgy. Matina, Tugbok District, Davao

150,000 Birds 93,601,823.00

12,088,933.00

Bgy. Nangka, libona, Bukidnon

150,000 Birds 103,310,706.65

9,890,575.00

Retail The Company’s retail operation is carried out through Agri Phil Corporation, a wholly-owned subsidiary. Agri Phil Corporation is engaged in retail trade of feeds, agrochemicals, veterinary medicine, fertilizers and seeds. All its retail distribution products are sourced from the Company at wholesale. All sales are made within the Philippines. The retail distribution products are sold through Agri retail stores which are situated in different areas of Luzon. The products sold have been available in the market for several years. Agri Phil Corporation retail stores compete with typical poultry and agrochemical supply stores located within its distribution area.

Currently, the Company, has 116 retail outlets situated in 16 provinces in the Philippines (Region I, II, III and IV-A) as follows:

Regions Provinces No. of Stores

Ilocos Region

Ilocos Norte 7

Ilocos Sur 4 La Union 6 Pangasinan 20

Cagayan Valley

Cagayan 6 Isabela 7

Nueva Vizcaya 3

Central Luzon

Bataan 4 Bulacan 10 Nueva Ecija 13

Pampanga 6

6

Tarlac 6

CALABARZON

Cavite 3 Laguna 8 Batangas 7 Quezon 6

Total Number of Stores 116

Based on its Audited Financial Statement as of December 31, 2012, the Company’s Sales according to its operating segments are as follows:

Distribution Retail Farming

2012 2012 2012

Sales P1,467,475 P738,527 P- Cost of sales (1,276,558) (671,805) - Other operating income 29,218 - - Operating expenses (20,010) (59,122) - Finance income 10,404 98 - Finance costs - - - Provision for income tax (44,858) (2,280) -

Profit (loss) for the year 165,671 5,418 - Interest - - Taxes 44,858 2,280 - Depreciation and amortization 8,901 4,675 -

EBITDA P219,,430 P12,373 P-

Distribution For its Distribution segment, the breakdown of the Company’s sales as reported in the Audited Financial Statements are as follows:

December 31, 2012 % of the total sales Feeds P957,129,439 43.39 Fertilizers 728,468,890 33.02 Chemicals 448,392,575 20.33 Seeds 72,011,003 3.26 TOTAL P2,206,001,907 100.00

DISTRIBUTION PRODUCTS OF CALATA CORPORATION AS OF 31 DECEMBER 2012

FEEDS A. HOGS

FEED TYPE

DESCRIPTION

BRAND

PIGLET BOOSTER This is a supplement or milk replacer if the milk supply of the

B-meg Premium Baby Pig Booster

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sow is inadequate to feed the piglets, given to piglets from 5 to 20 days of age.

PRE- STARTER

This feed type is given to pigs from 21 to 50 days of age and weighing about 5 to 12 kilograms.

B-meg Premium Hog Pre-Starter Pellet

B-meg Dynamix Hog Pre-Starter Pellet

STARTER Given to pigs weighing about 12 to 25 kilograms and 51 to 80 days of age

B-meg Premium Hog Starter Pellet

B-meg Dynamix Hog Starter Pellet

B-meg Expert Hog Starter Crumble

B-meg Expert Hog Starter Mash

B-meg Jumbo Hog Starter Mash

GROWER

Next given to pigs when they are about 25 to 60 kilograms and 81 to 120 days of age

B-meg Bonanza Hog Grower Pellet

B-meg Dynamix Hog Grower Pellet1

B-meg Dynamix Hog Grower Pellet3

B-meg Expert Hog Grower Pellet / Mash

B-meg Jumbo Hog Grower Mash

B-meg Premium Hog Grower Pellet

FINISHER

Given when pigs reach 60 to 80 kilograms or about 121 to 145 days of age.

B-meg Bonanza Finisher Pellet

B-meg Expert Finisher Pellet

B-meg Premium Finisher Pellet

GESTATION/BREEDER

Feed type given to gilt/sow from 1 to 100 days of conception

B-meg Bonanza Hog Gestating Pellet

B-meg Bonanza Hog Breeder Pellet

B-meg Dynamix Hog Gestating Pellet1

B-meg Dynamix Hog Gestating Pellet2

B-meg Expert Brood Sow Pellet1

B-meg Expert Brood Sow Mash

B-meg Jumbo Hog Brood Sow Mash

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B-meg Jumbo Hog Gestating Mash

B-meg Premium Hog Gestating Pellet

LACTATION

Given to sow from 101 days of conception to farrowing and from the start of suckling period to weaning

B-meg Expert Brood Sow Pellet2

B-meg Jumbo Hog Lactating Mash

B-meg Premium Hog Lactating Pellet

B. BROILERS

FEED TYPE

DESCRIPTION

BRAND

CHICK BOOSTER 1-10 days old B-Meg BroilerCom Chick Booster

Pureblend Premium Chick Booster Crumble

Pureblend Essential Chick Booster Crumble

B-Meg Integra 1000

STARTER 11-22 days old B-Meg BroilerComStarterCrumble

B-Meg BroilerComStarterMash

Pureblend Premium Broiler Starter Crumble

Pureblend Essential Broiler Starter Crumble

B-Meg Integra 2000

FINISHER 23-30 days old B-Meg BroilerComFinisherCrumble

Pureblend Premium Broiler Finisher Crumble/Pellet

Pureblend Essential Broiler Finisher Crumble/Pellet

B-Meg Integra 3000

C. PULLETS AND LAYERS

FEED TYPE

DESCRIPTION

BRAND

STARTER 0-18 weeks old B-meg Chicken Layer Starter Mash

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LAYER 19 weeks old B-Meg Chicken Layer

Crumble B-meg Chicken Layer

Mash B-Meg Chicken Layer

Pellet Pureblend Chicken Layer

Crumble Pureblend Chicken Layer

Mash

D. FIGHTING COCKS

FEED TYPE

DESCRIPTION

BRAND

CHICK BOOSTER 0-15 days B-Meg Derby Ace Chick Booster Crumble

STARTER 16 days- 3 months B-Meg Derby Ace Junior Starter Crumble

DEVELOPER 3-5 months B-Meg Derby Ace Stag Developer Pellet

CONDITIONER Pre-fight B-Meg Derby Ace Power Conditioner Pellet

BREEDER LAYER Brood Hens B-Meg Derby Ace Breeder Layer Pellet

PRE CONDITIONER Maintenance B-Meg Derby Ace Pre-Con-50kg

E. OTHER FEEDS

Pureblend Premium Duck Layer Pellet Pureblend Regular Duck Layer Pellet Pureblend Quail Layer Mash B-Meg Pigeon Pellet

AGRO CHEMICALS MOLLUSCICIDES An agent used in controlling golden apple snail, popularly known as “golden kuhol”, which is one of the major pest problems in rice production. Newly transplanted rice seedlings are vulnerable to golden kuhol up to 15 days after transplanting. Product List:

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Aquadin Kuhol Kill Primalex Sure Bayluscide Maso RiceSaver 25SC Surekill Bayonet Metabait Sakuhol Trap Doblado Niclomax SnailKill Exos Niclos Stop Hit Porsnail SuperKill

HERBICIDES A chemical pesticide designed to control or destroy plants, weeds, or grasses. Herbicides tend to have wide-ranging effects on non-target species (other than those the pesticide is meant to control or kill). Product List: Advance EC Grassedge Rainbow Tornado Round-up Agroxone Grastop 70EC RiceBro Triple 2,4-D Amine Sencor Almix Red Hedonal RiceStar Xtra Vast 2,4-D Ester Sharpshooter Amine 2, 4-D Klick Rogue EC Axle SL160 Slash Advice Londax Ronstar Clear Out Stand-Out Clincher Hedonal Sofit Demolition 16SL Touchdown Devast Machete EC Sonic Gramoxone Weed Blaster (R) Direk 800 Nominee Super 2,4D Ester Lebron 160SL Weedban Ester 24-D Onecide Super Herbicide Massive Exceed Post Herb 10%SC Tiara SC50 Mower EC Gallant Pyanchor 5EC TopShot Power INSECTICIDES A chemical used specifically to kill or control the growth of insects. Farmers spray insecticides like Dichlorovas, Carbofuran, Cypermethrin, Chlorpyrifos and Lambda- Cyhalothrin to insects such as stem borers, sap feeders, defoliators and grain/root feeders. Product List: Actara Cymbush Mesurol SuperLambda 25 EC Agri-Mek 1.8EC Cypex liter + Mighty Crop Nurelle Superquick Alika Dantop Oshin 20SG Tango Applaud Decis 2.5 Padan Tamaron Arnis Dichlorvos Panlaban Top Rank 50SP Ascend Etrofolan Parapest Trebon Attack Extreme Pegasus Trigard Baythroid 050 Fenos Pennant Tsunami Bida Flash Perfecthion Vapona Bigathrin Fuerza Prevathon Vasthrin 5EC Bigboss Furadan ULTRA Pro Axis Vectron 10EW Blizzard 50SP Hercules Provado Supra Victor 20WP Boxer Hopcin Rampage Vindex Boltrin Hytox Rimon Voliam Flexi Breaker 31.5 EC Ingram 50 SP Selecron Wave 2.5EC Brodan Karate EC Sevin Wildkid

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Bug Buster Lakas 5 EC Siga WokTap Bulldock Lannate Slam! 2.5EC Xentari Bushwack Lanus Smash Zorro Carbomax 3G Larvin Solomon Cardinal Lebaycid Starkle Cartap ES Legend Steward Chess 50- WG Lorsban Sumicidin Chix Magnum Sumithion Confidor Malathion Super Cartap Cruiser 350 FS Marshall 200SC Super Insecticide Cyclone Matador Super Seven FUNGICIDES A fungicide is a chemical pesticide compound that kills or inhibits the growth of fungi1. () In agriculture, fungicide is used to control fungi that threaten to destroy or compromise crops. Product List: Aliette Curzate Goldazim Ridomil Gold Amistar Daconil Ivazeb Score Antracol WP70 Dithane Kocide Sundazim Anvil 5 SC Folicur WP25 Manager Venom Armure Fundazol 50WP. Marthseb 80 WP Vondozeb Armor Fungitox Micron Benomyl Fungufree 80WP Previcur N Benophyl Funguran Revus 250 SC Benostar 50 WP Gardenil Rovral FOLIARS AND GROWTH STIMULANTS Products used to create a synergistic effect to dramatically speed up vegetative growth and increase root mass for a healthier plant and root system. Product List: Agrowell GNSO Hoestick Siam Bloom Anaa-1000ml Golden Mango Set Humus WSG 56.9 Siam Grower Algafer - 1000 GreenBee All Purpose Kasunod Foliar Star Foliar Orange Atonik Stimulant Grobest Maxigrain Star Foliar Yellow Bayfolan Growmax Pink Mega Booster Steady 10 WP Berelex - Tablet Growmax Orange Mega F21 Stimulate Cal-Guard r Haifa Grow MegaBoom Stoller CaB Crop Giant Orange Harvest More - 20-20-20 Nevirol Wokozim Crop Giant Yellow Harvest More 20-5-30 Orgamin Xemas Cultar Harvest More 30-10-10 Peters - 20-20-20 Yield Master 15-15-30 DeltaSpray 20-20-20 Harvest More 5-5-45 Peters - 9-45-15 Zinc Metalate Ethrel 24 X 500ml Harvest More 04-00-48 Peters 15-10-30 X-Rice (X-Factor) FG Power Foliar Harvest More 15-15-30 Peters 30-10-10 Flower Power Harvest Richer Root Feed Fruit Power Hormex Stand

1Definition taken from http://www.wisegeek.com/what-are-fungi.htm

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RODENTICIDES These are chemical substance used to kill rats, mice, and other rodent pests. Product List: Klerat+Bitrex Racumin Ratkill Zinc Phosphide TERMITICIDE A chemical substance used as an effective form of termite control for residential, commercial, and industrial use. Product List: Biflex Hometrek Leadrex Lentrek Termex

FERTILIZERS

A fertilizer is a substance containing one or more recognized plant nutrients that is used for its plant nutrient content or that is designated for use, or claims to have value, in promoting plant growth. Fertilizers enhance the natural fertility of the soil or replace the chemical elements taken from the soil by previous crops. Recognized plant nutrients include: 1. Primary nutrients

Nitrogen Phosphorous Potassium

2. Secondary nutrients

Calcium Magnesium Sulfur

3. Micronutrients

Boron Manganese Chlorine Molybdenum Cobalt

Sodium Copper Zinc Iron

FERTILIZER GRADES

UREA (46-0-0) Markang Bulaklak 46-0-0 Swire 46-0-0 Universal Harvester 46-0-0 Viking 46-0-0 Sinochem 46-0-0

AMMONIUM SULFATE (21-0-0)

Markang Bulaklak 21-0-0 Sunrise 21-0-0 Swire 21-0-0 Universal Harvester 21-0-0

AMMONIUM PHOSPHATE (16-20-0)

Philphos 16-20-0 Swire 16-20-0 Universal Harvester 16-20-0

POTASH (0-0-60)

Atlas 0-0-60

OTHERS

Atlas 14-14-14 – Zircon Philphos 14-14-14 Swire 14-14-14 – Zircon UH 14-14-14 –Zircon Atlas 17-0-17 50 kgs. Viking 16-16-16 - Zircon Bulaklak 25-0-0

SEEDS Product List: Bitter Gourd Hot Pepper Pumpkin Sweet Pepper Cabbage Pechay Ridge Gourd Tomato Cauliflower Mustaza Patola Watermelon Radish Onion Bottle Gourd Sweet Corn Cucumber Papaya Sitao DK818RRC2/YG Eggplant Carrot Snap Beans DK9132RRC2/YG Glutinous Corn Okra Cow Pea

As of December 31, 2012, the Company does not have income derived from foreign sales nor has it developed a new product.

FEEDS DISTRIBUTION BUSINESS FLOWCHART B-MEG

AGRO CHEMICALS, FERTILIZERS, SEEDS DISTRIBUTION FLOWCHART

FEEDS SMFI, INC.

CALATA

Bulacan Pampanga Pangasinan Nueva Ecija North

Nueva Ecija South

DEALERS

Bulacan Pampanga Pangasinan

Nueva Ecija – North Nueva Ecija – South

AGRI PHIL CORP

INDUSTRY OVERVIEW

The Philippine economy is highly dependent on agriculture. Two thirds of its current population of 75.3 million and three fourths of the poor depend on agriculture for their livelihood. While only a fifth of all the goods and services the country produces and a third of its exports come from the sector, it employs about half of the total workforce. Agriculture and fisheries registered an overall growth rate of 4.01% in 2001,

CHEMICALS SYNGENTA Bayer CB Andrew Asia, Inc. Jardine Distribution, Inc. Leads Agricultural Products Corp Planters Products, Inc Sinochem Crop Protection (Phil), Inc.

FERTILIZERS

Yara International ASA, et al.

OTHERS

MONSANTO PHILIPPINES, INC.

East West Seeds, et al.

CALATA CORPORATION

BULACAN

DEALERS

AGRI PHIL CORPORATION

which was mainly contributed by: crops (2.58%), livestock (2.87%), poultry (7.80%), and fisheries (6.05%). Of the crops, the major contributors were rice (4.56%), coconut (1.69%), and banana (2.66%). In terms of area, about a third of the country's 30 million hectares is agricultural. Traditional and current uses of the agricultural land consist of:

Food crops - 52% (coconut, sugar cane, industrial crops, fruits,

vegetables, root crops) Food grains - 31% (rice and other grain crops) Non-food - 17 per cent (pasture and cut flowers)

Low productivity and low incomes from agriculture and fisheries are consistent with the prevalence of rural poverty. The situation is further aggravated by low farm gate prices of produce and high retail prices of food, which are among the highest in the region.

Location: Southeastern Asia, archipelago between the Philippine Sea and the South China Sea, east of Vietnam

Area: total: 300,000 square kilometers

land: 298,170 square kilometers

water: 1,830 square kilometers

Agricultural land area: 9.560 million hectares (2002 CAF)

arable land: 4.858 million hectares

permanent cropland: 4.193 million hectares

permanent meadows/pastures: 0.129 million hectares

forest land: 0.074 million hectares

other lands: 0.307 million hectares

About 32% of the country's total land area constitutes the agricultural land. Of this, 51% and 44% were arable and permanent croplands, respectively. (Bureau of Agricultural Statistics, 2010)

Agriculture grew by 2.92 percent in 2012. Production in the crops, livestock and poultry subsectors put up a combined growth rate of 3.60 percent. This was pulled down by the fisheries subsector which output dropped by 0.04 percent. Overall, agriculture output grew by 2.92 percent. At current prices, value of agricultural production amounted to P1.4 trillion, higher by 1.17 percent from the 2011 level.

Crop production which accounted for 51.46 percent of total agricultural output increased

by 4.14 percent during the year. The main sources of growth were palay and corn where outputs went up by 8.08 percent and 6.25 percent, respectively. At current prices, the subsector grossed P797.7 billion or 0.80 percent lower from the 2011 earnings.

Livestock production inched up by 1.10 percent. The subsector shared 16.07 percent in

the total agricultural production. Hog production grew by 1.71 percent. Carabao, cattle and goat

recorded lower production during the year. The subsector grossed P214.3 billion at current prices, up by 0.94 percent from last year’s level.

The poultry subsector posted a 4.53 percent increase in output. It accounted for 14.27 percent of the total agricultural production in 2012. Chicken was the main source of growth with its 4.61 percent output increment. Gross value of poultry production amounted to P167.1 billion at current prices. This was higher by 5.24 percent from last year’s record.

On the average, farmgate prices declined by 1.70 percent this year. The crops subsector had an average price reduction of 4.74 percent. Prices in the livestock subsector were down by an average of 0.16 percent. An average price increase of 0.68 percent in the poultry subsector was noted during the year. The fisheries subsector recorded an average price increment of 5.59 percent.

The Company’s Distribution covers Regions I, II, III and IV-A of the Philippines depending on the types of products:

1. Animal feeds - The areas covered are the whole of Nueva Ecija, almost all of Bulacan, a third of Pampanga, and a third of Pangasinan.

2. Fertilizers - The Company distributes fertlizers in Central Luzon mainly in Bulacan, Pampanga, and Nueva Ecija.

3. Agro-chemicals - The Company distributes almost all brands of agro-chemicals in the market. It covers the entire Central Luzon composed of the provinces of Bulacan, Pampanga, Tarlac, Nueva Ecija, Zambales, and Bataan. The Company's distribution area of Agro chemicals is the widest among all of the product lines. Sales are mainly centered on Central Luzon but also reaches Isabela, Pangasinan, Baguio and Banaue in Northern Luzon as well as Mindoro, Quezon and Bicol in Southern Luzon.

4. Seeds, others - Regions I, II, III and IV-A of the Philippines.

COMPETITION Distribution In the feeds distribution business, the Company is an exclusive distributor of B-Meg Feeds in the following areas: Nueva Ecija North and South

NUEVA ECIJA NE- South NE-North # of Dealers 1 Aliaga 8 8 2 Bongabon 2 2 3 Cabanatuan 14 14 4 Cabiao 5 5 5 Carranglan 5 5 6 Cuyapo 4 4 7 Gabaldon 5 5 8 Gapan 8 8 9 Gen. Tinio 9 9

10 Gen. Natividad 3 3

11 Guimba 9 9 12 Jaen 4 4 13 Laur 3 3 14 Licab 8 8 15 Llanera 3 3 16 Lupao 11 11 17 Muñoz 1 13 14 18 Palayan 2 2 19 Pantabangan 3 3 20 Peñaranda 2 2 21 Quezon 8 22 Rizal 11 23 San antonio 2 2 24 San Isidro 2 2 25 San Jose 3 10 13

26 San Leonardo 1 1

27 Sta. Rosa 6 6

28 Sto. Domingo 13 13

Bulacan

BULACAN # of Dealers 1 Angat 16 2 Balagtas 4 3 Bustos 10 4 Bulacan 7 5 Baliuag 36 6 Bocaue 3 7 Calumpit 13 8 Guiguinto 8 9 Hagonoy 10 10 Malolos 10 11 Marilao 4 12 Norzagaray 8 13 Pandi 10 14 Paombong 3 15 Plaridel 19 16 Pulilan 31

17 San Rafael 18

18 Sta. Maria 38

TOTAL 248

29 Talavera 16 16 30 Zaragosa 2 2 TOTAL 71 125 177

East Pangasinan

EAST PANG # of Dealers 1 Asingan 9 2 Alcala 5 3 Balungao 3 4 Bautista 1 5 Bayambang 6 6 Natividan 5 7 Rosales 2 8 San Nicolas 3 9 San Quintin 1

10 Santa Maria 6

11 Santo Tomas 1

12 Tayug 10 13 Umingan 9 14 Villasis 4 TOTAL 65

Pampanga

PAMPANGA # of Dealers

1 Angeles

6 2 Arayat 8 3 Candaba 4 Mabalacat 5 5 Macabebe 6 Magalang 17 7 Masantol 1 8 Mexico 16 9 Minalin 3

10

San Fernando City 7

11 Santa Ana 3

12 Santo Tomas

TOTAL 66 Based on survey from gathered field data on the sale of feeds, the Company, through the sale of its B-meg Feeds, leads other brands being sold in its respective areas of operations.

Brand Bulacan Nueva Ecija Nueva Ecija Pampanga Pangasinan

http://www.pinas.ph/Region-03/Pampanga/Arayat.aspx

http://www.pinas.ph/Region-03/Pampanga/Candaba.aspx

http://www.pinas.ph/Region-03/Pampanga/Mabalacat.aspx

http://www.pinas.ph/Region-03/Pampanga/Macabebe.aspx

http://www.pinas.ph/Region-03/Pampanga/Magalang.aspx

http://www.pinas.ph/Region-03/Pampanga/Masantol.aspx

http://www.pinas.ph/Region-03/Pampanga/Mexico.aspx

http://www.pinas.ph/Region-03/Pampanga/Minalin.aspx

http://www.pinas.ph/Region-03/Pampanga/San-Fernando.aspx



http://www.pinas.ph/Region-03/Pampanga/Santa-Ana.aspx

http://www.pinas.ph/Region-03/Pampanga/Santo-Tomas.aspx

http://www.pinas.ph/Region-03/Pampanga/Santo-Tomas.aspx

North South B-MEG 37% 24%-25% 18%-20% 10%-15% 30%-35% Pigrolac 17% 24%-25% 18%-20% 10%-15% 30%-35% Philmico

46%

50%-51% 12% 10%-15%

30%-40% Others (in the aggregate)

50%-52% 55%-70%

TOTAL 100% 100% 100% 100% 100% COMPETITORS, ITS SIZE AND FINANCIAL AND MARKET STRENGTHS DISTRIBUTION As an exclusive distributor of B-Meg Feeds in the areas of Nueva Ecija, Bulacan, East Pangasinan and Pampanga, the Company competes with other small and medium scale distributor/suppliers supplying at least twenty seven (27) other major feed brands competing with B-Meg in the aforementioned areas, namely: Goldmix, Highgrade, Pigrolac, Phimico, Altlas, Robina, Feed Pro, GMP, CJ, I Feeds, Denka, Premijum Valiant, Sunjin, Hover, Purina, Danway, New Hope, Excel, Ace, Global, Vitarich, Amigo, Mulitive, Viking, Monarch, Master Gain and Legend. Competing brands supplies to more or less 63%, 75%, 80%, 85% and 65% of the market in the areas of Bulacan, Nueva Ecija North, Nueva Ecija Souch, Pampanga and Pangasinan, respectively. One of the distributors/competitors of the company is Baliwag Marketing. Due to the widespread number of small and medium scale distributors of agricultural products, it is impossible to verify the detailed and specific financial strength of these distributors. However, industry practice will reveal that these distributors maintain a revolving fund as capital to buy inventory. Hence, the ability to sell more largely depends on the availability and size of funds for the acquisition of inventory. Their market strengths lie on their small scale marketing team. The company believes that it can effectively compete with other companies in its area of competition through its aggressive distribution strategies that outstands the other distributors. Calata’s computerized system contains an extensive customer database that is used to identify the buying patterns and needs of each of its customers and to guarantee the implementation of “Next Day Delivery Policy” of the Company. RETAIL In terms of large scale retail operations, the Company’s retail subsidiary Agri Phil Corporation is first to establish a chain of company owned agricultural retail outlets which as of date totals to 116 outlets spread throughout Luzon covering the Ilocos Region, Cagayan Valley, Central Luzon and Calabarzon. Agri Phil Retail Stores compete with small to medium size traditional agriculture retails stores in the aforementioned areas. As there are a number of small ang medium sized agricultural products retailers, it is difficult to verify their detailed and specific financial strengths. Generally, their financial strength lies on their available capital resources to buy inventories. As to their market strengths, these small/medium sized retailers largely depend on their storekeepers to market their product.

Unlike traditional agricultural stores, the Company leads by employing stronger marketing programs which is geared to provide value and convenience to its customers. The Company also drives higher brand recall through widespread presence of Agri Stores throughout Luzon. Each store carries a broad range of products in each product category. Aside from this, it also carries small farm equipment. The stores are bright, clean and provide excellent customer service. FARMING The Company’s farming operations in Isabela, Davao and Bukidnon are operated mainly as contract grower and contract breeder of San Miguel Corporation. San Miguel Corporation exclusively buys all the produce in these farms. Other contract growers in the aforementioned areas are Avoda Agro, Magnus

Farm and other individual farm owners. Generally the financial strength of other contract growers/breeders lies on their operating capital capacities to acquire the required facilities prescribed by San Miguel Corporation for the operation of these grower/breeder farms. Their market strengths largely depend on how well they can attract companies to enter into these contracts. The company carry out its farming operations with state of the art facilities, climate controlled environment, with in-house veterinarians and technicians from Monterey. This is what sets the Company apart from other contract growers/breeders and attracts big companies to enter into these contracts with the Company. COMPANY’S COMPETITIVE STRENGTHS 1. Comprehensive Range of Products Calata Corporation is the only company which has a comprehensive range of distribution products such as feeds, agro chemicals, seeds, fertilizers and veterinary medicines. Most competitors are limited only to the business of distribution of either feeds, agrochemicals or fertilizers alone. 2. Aggressive Distribution Strategies

1. The Company strictly implements a full truck load policy. Telemarketers of the Company contact each customer in order to fill up underutilized trucks before deployment from the warehouse. The customers are segregated by area and our people instantly know which customers to contact and what products they are most likely to buy.

2. The Company makes use of its extensive customer database to identify buying patterns and specific needs of each customer. This in turn is used by the Company to proactively book orders from the customers based on their previous buying patterns while communicating new information to customers that will entice them to buy more like new promotional activities for certain products that will most likely result in increased demand.

3. The Company ensures fast processing of orders and quick delivery to customers by implementing a “Next Day Delivery Policy.” The Company has its own fleet of trucks as well as regular suppliers of trucking services to ensure that this policy is met even in peak season.

4. The Company has sales field personnel that are assigned specific areas and physically visit customers to book orders and handle any customer feedback and relay it to the Company for appropriate action.

3. Established Work Processes

1. Computerized Sales, Logistics and Accounting Systems. The Company has implemented a back office system that allows its key management to (a) track inventory at any time in each warehouse, (b) determine daily sales by product, (c) measure the performance and profitability of the Company.

2. Systematic Customer Credit Approval System. The Company has its own set of documentary requirements and an independent team that conducts its own proper credit investigation for prospective customers. This reduces the incidence of bad debts.

3. Separate Sales and Credit Collection Teams. The Company has its own credit and collection team that is separate from the sales team to ensure that the company’s credit and collection policy is properly followed. This is to minimize collection losses.

In connection to this, the Company has established a Quality Manual enumerating Quality Procedures and Instructions which have been created and currently being implemented to meet the requirements of PNS ISO 9001:2008. The Company’s Quality Manual mirrors the ISO standard and has been customized to its business. Furthermore, said Quality Manual covers the Company’s requirements and procedures in the application of a Quality Management System which is intended to comply fully with ISO 9001:2008 as a means of offering the best service and ensure the products to satisfy customer requirements. This Quality Manual represents the scope of Calata Corporation’s Quality Management System, refers to the procedures established, identifies the relationships between the procedures and processes established, and defines the interaction between these processes to improve standards which have been successful in achieving, and in those areas where performance is wanting.

4. Attractive growth prospects The Company is easily able to expand and diversify to other related businesses due to its fully established documented work processes and tested computerized systems. As a result expansion is made with less cost and effort in a shorter span of time.

5. Strong market position The Company has a strong market position due to its long partnership with leading manufacturers such as B-Meg (the country’s number one feeds brand), Syngenta (the world’s number one crop protection company), Monsanto (the world’s number one seed company in the world), and other established multinational product manufacturers such as Bayer, Jardine, Dupont and Sinochem. MARKETING, SALES AND DISTRIBUTION The Company conducts the following Marketing, Sales and Distribution techniques:

1. Company Technicians go to end users for product awareness and demand creation by sharing scientific and economic data regarding animal growth and explaining how the Company’s products can better augment their livelihood and profitability as against other existing products in the market.

2. The Company conducts seminars to: (a) entice non-farmers to enter into the piggery business and; (b) educate farmers in using the latest technologies carried by the Company.

3. Company Technicians approach the end consumers in order to inform them of existing promotions.

4. The Company increases its brand visibility by: (a) posting ads in public utility vehicles and public places, (b) through sponsorships in major local fiestas, (c) improving the store presentation of existing dealers.

5. To increase its customer base, the Company provides free consultation services and free product samples to potential customers.

6. The Company implements dealer incentive programs in order to increase their monthly sales.

7. The Company has various warehouses strategically located in four different provinces to cover the entire distribution area.

8. The company has its own fleet of trucks to cover more than 1,000 dealers and customers. These trucks are serviced by in-house mechanics to ensure an uninterrupted service.

The Company is also engaged in distributing other agricultural products which it has no exclusivity arrangements. In ensuring Calata’s visibility in the market, the Company posts ads in public utility vehicles and public places. The Company also sponsors local government festivities such as fiesta events and improvement of its existing dealers’ stores. The Company has taken initial steps to fortify its market share in the business of feeds, agrochemical, fertilizer and seed distribution through its acquisition of Agri Phil Corporation which currently has 116 retail stores. PLANS FOR 2013 TO 2014 Distribution

1. Animal feeds - The Company will prioritize the strengthening of its existing areas of distribution. For areas outside its distribution the Company will focus on the strategy of penetration by establishing a new chain of Calata Corporation Retail Stores.

2. Fertilizers - The Company plans to be aggressive in the fertilizer business. The Company will closely monitor the price movement of fertilizers in the market and if we deem that the conditions are favorable, we will invest heavily in the business.

3. Agro-chemicals - The Company plans to be more aggressive in the agro-chemical industry compared to last year. Last year the El Nino phenomenon affected the sales of the Company in this segment. The Company plans to take advantage of more supplier deals to take advantage of incentives and lower prices.

4. Seeds, others - The Company plans to increase this business thru increased sales and profit under its retail subsidiary, Agri Phil Corporation.

CALATA CORPORATION SUPPLIERS WITH EXISTING SUPPLY CONTRACTS

SUPPLY CONTRACTS TERM / LENGTH OF

CONTRACT FEEDS

San Miguel Foods, Inc. (B-Meg Feeds) Annual Renewal

CHEMICALS Annual Renewal

Syngenta

Bayer CropScience

Sinochem Crop Protection (Phil) Inc.

Jardine Distribution, Inc. (Chemical)

Asia Gold Trading

Leads Agricultural Product Corporation

CropChem Corporation(Biostadt Philippines Inc.)

Cropking chemical Inc.

Bongabon Farmers Trading (Sole Proprietor)

Aldiz, Inc.

Planters Products, Incorporated

United Linkage Marketing (Sole Proprietor)

Leads Environmental Health

International Veterinary & Agrochemical Inc.

Vast Agro Solutions, Inc.

JAT Agrifarm Enterprises, Inc.

Integrated Crop Trading Corporation

Pest Master (St. Anne Agro Trading)

C.B. Andrew Asia, Inc. (Pro-Chem Agritech, Inc.)

Samson Agricultural Supply (Sole Proprietor)

Global

Stoller Philippines, Inc

Igpami Mktg., Corp.

Tillermate Enterprises

SRB Commercial (Sole Proprietor)

PHILOR

Marthdave Co., Ltd.

Zagro Corporation

FERTILIZERS

Yara International ASA Annual Renewal

Aurey Wy (Sole Proprietor)

AgroTech Agricultural Products

C & T Poultry and Agricultural Supply (Sole Proprietor)

MVT Fertilizer Traders Company, Inc.

VETERINARIES

San Miguel Foods, Inc. Annual Renewal

Adrem Distribution Specialist, Inc.

JFL Agri-Ventures (Sole Proprietor)

Meditech Veterinaries

SEEDS

Monsanto Philippines, Inc.

East West Seed Company, Inc. Annual Renewal

Jenny Perez (Sole Proprietorship)

Jardine Distribution, Inc. (Seeds)

Pioneer Hi Bred Philippines Incorporated

OTHERS

Progressive Poultry Supply Corp

Tambo (Cracked Corn & Corn Grits) Annual Renewal Randy Rosario (Sprayer & Sprayer Parts)(Sole Proprietor)

SUPPLY AND DISTRIBUTION AGREEMENTS In general, all supply and distribution agreements are renewed on a yearly basis. Renewal may be express when parties opt to execute a written agreement or implied when parties continue to do business dealings with each other such as taking of orders of supplies. Except for its exclusive distribution agreement with San Miguel Foods, Inc. (Feeds), Syngenta Philippines, Inc. (Agro Chemicals) and Monsanto Philippines, Inc. (Seeds), the Company does not usually have duly executed distribution agreements with the rest of its suppliers of agro chemicals, fertilizers and seeds. Furthermore, based on industry practice, actual exclusive distribution agreements are not issued on a yearly basis. In the case of non-exclusive distribution agreements no formal agreement is executed except for some. Instead, certifications are issued to attest that the Company is a distributor of the pertinent supplier products indicating therein exclusivity or non-exclusivity. However, for other non-exclusive suppliers, certifications are not even given since supply of the products continues for so long as the Company places an order. Nevertheless, to substitute the absence of supply and distribution agreements, the Company strictly enforces proper documentation of transactions with suppliers. The Company religiously fills up Purchase Orders which upon acknowledgment by the supplier, a Sales Invoice is issued. Hence, the Purchase Order and the Sales Invoice signifies the contract / agreement between the Company and the supplier.

The Company entered into an exclusive supply agreement with Siembra Directa Corp for the supply of agricultural farm inputs in all of Siembra’s farming operations throughout the Philippines as disclosed with the Philippine Stock Exchange and the Securities and Exchange Commission on November 20, 2012. Said agreement shall provide the Company an estimated additional sales of at least One Billion Six Hundred Million Pesos (P 1,600,000,000.00) for a twenty (20) year exclusive contract for the supply of seeds, agrochemicals and fertilizers to Siembra.

DEPENDENCE UPON A SINGLE CUSTOMER The Company is not dependent upon a single or a few customers, the loss of any or more of which would have a material adverse effect on the Company. There is no customer that accounts for five percent (5%) or more or the registrant’s sales. As a distributor for a considerable number of towns in several provinces, the sales of the Company are widely distributed per dealer/customer in its area of operation. While it is true that the Company has a retail subsidiary, the Company takes steps to ensure that existing dealer-customers’ sales would not be affected by carefully locating its retail stores to an area which is beyond the reach of its existing dealer-customers. If despite the fact that the location of the Company’s retail store does not encroach upon the area of its existing dealer-customers, the Company feels that said dealer-customer concerned will, in one way or the other be affected, the Company shall provide said dealer-customer additional incentive schemes, rebates and other forms of assistance to ensure that its profit will not be affected.

TRANSACTIONS WITH AND/OR DEPENDENCE ON RELATED PARTIES In the regular course of business, the Company’s transactions with related parties involves mainly loans receivable and advances to related parties to support their operating capital requirements. These transactions are more described in detail in Note 22 (Related Party Transactions) of the Consolidated Financial Statements attached as Annex “A” hereof and Item 12 on page 57 of this Report.

INTELLECTUAL PROPERTIES

Application for Registration of Trade Mark On, December 29, 2011, the Company was issued a Certificate of Registration for the trade mark “Calata Corporation and Logo” by the Intellectual Property Office of the Philippines with a term of 10 years or until December 29, 2021 subject to renewal. The description of the mark is as follows: “The mark consists of two wave-like lines of different length. The upper wave-like line is the longest of the two lines and is colored blue, while the lower wave-like line is colored red. Below the said waved-like lines is the word “CALATA”, which are all capitalized. Underneath the aforesaid word is the word “CORPORATION”, which are all capitalized but of smaller font size.” The mark shall extend to the following: chemicals used in agriculture (pesticides, fertilizer), agricultural implements, machineries and equipment, agricultural grains, seeds, foodstuffs for animals and accessories, and for business management. GOVERNMENT APPROVALS AND PERMITS The table below lists the Company’s regulatory permits:

GOVERNMENT AGENCY DESCRIPTION EXPIRY DATE

Fertilizer and Pesticide Authority License No. 02-0511-014 to operate as Area Distributor of Agricultural Pesticides

May 16, 2013

Fertilizer and Pesticide Authority License No. 013 to operate as Area Distributor of Fertilizer

May 16, 2013

Bureau of Animal Industry Registration No. D-10-443-Feed Establishment Registration Certificate

July 26, 2013

Fertilizer and Pesticide Authority Warehouse of Fertilizer and agricultural pesticides

May 16, 2013

In addition to the above-mentioned permits, the Company has secured all statutory permits material to its operations. These permits include the Mayor’s Permit, Certificate of Registration with the Bureau of Internal Revenue, Registration with the Social Security System, Philippine Health Insurance Corporation and the Home Mutual Development Fund.

Effect on existing or probable governmental regulations on the business Existing or prospective legislation on government regulation to business enterprises benefit both the business and its customers. Certificates issued by the appropriate government agencies (Bureau of Animal Industry, Fertilizer and Pesticide Authority) signify an imprimatur from government that the business in whose favor the certificates were issued has complied with all necessary requirements to safeguard the buying public without compromising the interest of the business. Likewise, this

certification, among others, becomes a source of credibility to customers, hence, can be used as a yardstick for an acceptable prospect for business transactions. While the Company has exclusive distributorship agreement with its major suppliers, it remains confident that in the highly unlikely event that it is unable to retain its exclusive distribution agreements, its proven credibility and success in the distribution business will be able to create for it alternative business opportunities. RESEARCH AND DEVELOPMENT The Company is engaged in the business of distribution of agro-chemicals, feeds, fertilizers, veterinary medicines and other agricultural products. Product research and development is conducted primarily by its key suppliers and business partners. ENVIRONMENTAL COMPLIANCE CERTIFICATES

PROJECT NAME LOCATION STATUS DATE OF ISSUANCE Monterey Hog Growing Farm


Approved November 8, 2011

Magnolia Broiler Growing Farm

Bgy. Kinawe, Libona, Isabela

Approved December 16, 2011



Bgy. Nangka, Libona, Bukidnon


Monterey Hog Breeder Farm


Approved October 13, 2011

Magnolia Broiler Breeder Farm


Approved August 3, 2011

Cost and effects of compliance with environmental laws For the year 2012, the Company incurred an estimated cost of P 30,000.00 for the discharge permit and permits to operate its farms. In 2011, the Company already paid a one-time fee of P 50,00000 per farm for its Environmental Compliance Certificate (ECC) from the Department of Natural Resources (DENR). Compliance with the requirements of the DENR enables the Company to proceed with its projects subject to certain conditions and restrictions provided in said ECC. The expenses incurred in relation to the compliance are not material relative to the Company’s total cost and revenues.

EMPLOYEES As of December 31, 2012, the Company has one hundred six (134) employees broken down as follows: President and CEO (1), Chief Financial Officer and Chief Operations Officer (1), 31 managerial and 101 rank and file employees. Provided hereunder is a breakdown of the managerial and rank and file employees: General Manager (1), Treasury Head (1), Collection Head (1), Accounting Head (1), Human Resources Head (1), Purchasing Head (1), Inventory Control Head (1), Warehouse Head (1), Sales Manager – Feeds (1), Sales Manager – Chemicals (1), Logistics Head (1), Special Project Manager (4), MIS Head (1), Sales Coordinator (1), Operations Manager (2), Sales Supervisor (4), Executive Assistant – Makati (1), Executive Assistant – Bulacan (1), Legal (2), CPA (2), Internal Audit Head (1), Project Manager (1),

Administrative Staff (3), Accounting Staff (7), Cashier (1), Checker (8), Collection Staff (4), Collector (6), Distributor’s Sales Representative - Bulacan (16), Distributor’s Sales Personnel – Farm Aide Technician (5), Document Controller (1), Driver (21), HR Staff (2), Inventory Audit (7), Inventory Clerk (2), Maintenance and Mechanic (4), , Messenger – Bulacan (2), Messenger – Makati (2), MIS Assistant (2), Sales and Marketing (6), Security (1), Warehouse Assistant (1). Collective Bargaining Agreements The Company has no collective bargaining agreements with its employees and there are no organized labor organizations in the Company. The Company complies with the minimum compensation and benefits standards pursuant to Philippine law. The Company has not experienced any disruptive labor disputes, strikes or threats of strikes and the Company believes that its relationship with its employees in general is satisfactory.

RISKS RELATING TO THE COMPANY AND ITS BUSINESS The Company’s business may be affected by any program developed or supported by the Department of Agriculture of the Philippines. The Company’s revenue comes primarily from the sale of agricultural products. Any agricultural program that the Department of Agriculture develops for the farmers of the country may affect the Company’s. In the event that the government is unable to effectively implement its programs, this might result in a slowdown of the Company’s business as farmers might not have the required resources to purchase the Company’s products. There is no guarantee that the Philippine government will not change or prioritize programs for agriculture in the coming years. To mitigate this risk, the Company updates itself regularly with the Department of Agriculture’s policies or programs developed for the agricultural product industry. This allows the Company to react quickly to government programs relating to agricultural products. It also enables the Company to plan ahead to meet the Department of Agriculture’s ongoing or future policies or programs. The Company also conducts its own marketing activities to promote the use or consumption of its product. The Company intends to strengthen its marketing efforts nationwide. The Company’s business and operations may be affected by any changes in the preferences or purchasing power of consumers. The Company’s ability to increase or maintain sales is dependent on the public’s continued acceptance of its products. Changes in demographic, social or health proclivity may alter the demand for the Company’s products. Any adverse downturn in the economy of the Philippines may cause consumers to opt for cheaper or more affordable products. Cheaper alternatives are supplied by the government and the private sector, both of which are readily available in the market. To mitigate this risk, the Company, through its comprehensive line of products, provides options and alternatives to its customers, which may attract a loyal following from certain niche markets. Furthermore, the Company participates in the subsidies provided by the national government and passes the savings on to its customers and consumers. The Company may not efficiently execute its strategy to increase sales volume due to the traditional mindset of the Filipino farmer. The Company intends to grow its sales through expansion of related business activities, additional tie-ups, and aggressive marketing strategies. The success of these strategies cannot be guaranteed because farmers in the Philippines are used to traditional methods of agriculture. Thus they may not be

susceptible to the innovations the Company’s products may bring. Failure to change the mindset of its target market may hinder the Company’s growth. To mitigate this risk, the Company employs innovative marketing and sales activities in order to encourage the use and loyalty of customers. The Company provides information campaigns in the form of trainings and seminars. In addition, the Company provides initiatives such as promos, sampling, and boothing. To ensure its continuous growth and strength in sales, the Company intends to hire additional manpower for its sales and marketing team. Details on the Company’s marketing, sales, and distribution may be found in the “Information with Respect to the Company” beginning page. In terms of exclusivity of supplier contracts and their duration, the Company does not have exclusive distribution agreements with most of its suppliers. The distribution agreements are automatically renewed yearly upon the option of both parties and under terms and conditions agreed upon. Except for its exclusive distribution agreement with San Miguel Foods, Inc. (Feeds), Syngenta Philippines, Inc. (Agro Chemicals) and Monsanto Philippines, Inc. (Seeds), the Company does not have exclusive distribution agreements with the rest of its suppliers of agro chemicals, fertilizers and seeds. This means that other suppliers of the company may, without any legal impediment, enter into distribution agreements with other distributors, hence, decrease in one way or the other, supply of distribution products to the Company and consequently decrease in the sales derived from their products. In general, all supply and distribution agreements are renewed on a yearly basis. Renewal may be express when parties opt to execute a written agreement or implied when parties continue to do business dealings with each other such as taking of orders of supplies. The Company does not usually have duly executed distribution agreements with the rest of its suppliers of agro chemicals, fertilizers and seeds. Furthermore, based on industry practice, actual exclusive distribution agreements are not issued on a yearly basis. In the case of non-exclusive distribution agreements, no formal agreement is executed except for some. Instead, certifications are issued to attest that the Company is a distributor of the pertinent supplier products indicating therein exclusivity or non-exclusivity. However, for other non-exclusive suppliers, certifications are not even given since supply of the products continues for so long as the Company places an order. Nevertheless, to substitute the absence of supply and distribution agreements, the Company strictly enforces proper documentation of transactions with suppliers. The Company religiously fills up Purchase Orders which, upon acknowledgment by the supplier, a Sales Invoice is issued. Hence, the Purchase Order and the Sales Invoice signify the contract / agreement between the Company and the supplier. Considering this, the Company strictly complies with its obligation to these suppliers by implementing a strategic marketing strategy and exerting all efforts necessary in meeting targets and delivering mutually agreed upon results from sales to ensure continuity of exclusivity in the distribution of their products. This approach is likewise being implemented for suppliers with whom the Company does not have exclusive distribution agreements with. Compliance with all of the Company’s obligations with suppliers whether grantors of exclusive or non-exclusive distribution agreements shall greatly contribute in ensuring the annual renewal of the agreements with its suppliers. Apart from being a distributor of feeds, agrochemicals, fertilizers and seeds, with the Company venturing into retailing of its distribution products, competition will be expected from existing retailers. However, in order to likewise be competitive, the Company intends to take advantage of the quality of its products, especially those with which it has exclusive distribution agreements as well as its competitive pricing system. The Company likewise plans to provide rebates and incentive schemes for loyal customers of its planned retail stores and establish an effective after sales service system.

Regulatory Risk The Company’s business is subject to regulatory approvals, such as the issuance of permits for distribution and importation licenses. The products sold by the Company, such as, veterinary medicines, agrochemicals, fertilizer, pesticide and feeds must be registered with the proper government agency prior to sale or distribution. The cancellation of their registrations will adversely affect the Company’s business. The Company ensures that it secures all necessary regulatory approvals. Risk of Natural Calamities and Effects of Pestilence The Company’s revenues are highly dependent on the weather conditions in the Philippines. Severe drought or flooding in a certain agricultural region will significantly affect the productivity of the farmer. This will highly affect the demand for fertilizers, pesticides and other agricultural chemicals. Furthermore, the effects of pestilence on agricultural crops can have a significant effect on the demand for the distribution products used in growing them. Crop farmers may be unable to engage in their farming and growing activities since the agricultural land may not be fit for planting. To mitigate this risk related to natural calamities, the Company, in partnership with its key suppliers, would distribute new products manufactured through the use of modern technology to withstand if not totally resist the devastating effects forces of nature bring. The Company likewise distributes other agricultural products which are unaffected by natural calamities such as animal feeds for poultry, hogs and ducks. Lastly, to mitigate the effects of pestilence, apart from the distribution of superior quality agricultural products which can help in strengthening the immunity of plants to any damage caused, the Company designates its farm aid technicians to provide an information campaign to educate farmers on how to combat pestilence through proper farming practices as well as the introduction and proper utilization of modern farming technology. Risk of Outbreak of Animal Diseases The Company’s revenues may be affected by the outbreak of swine and poultry diseases because the demand for animal feeds will decrease. To mitigate this risk the Company in partnership with its key suppliers currently deploys farm assistant technicians in the field to prevent and/or treat the disease. In addition, the Company distributes veterinary medicines that help prevent or treat the disease. Exposure to Liquidity Risk This represents the risk or difficulty in raising funds to meet the Company’s commitment associated with financial obligation and daily cash flow requirement. The Company is exposed to the possibility that adverse exchanges in the business environment and/or its operations would result to substantially higher working capital requirements and the subsequent difficulty in financing additional working capital. The Company addresses liquidity concerns primarily through cash flows from operations and short-term borrowings, if necessary. The Company likewise regularly evaluates other financing instruments to broaden the Company’s range of financing sources. Credit Risk It is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. In order to minimize exposure to this risk, the receivable balances are

monitored on an ongoing basis with the result that the Company’s exposure to impairment is not significant. The Company deals only with creditworthy counterparty duly approved by the Board of Directors. The Company depends on its competent sales team, the loss of which could adversely affect its business and growth. The Company’s future growth is largely anchored on the continuous expansion of its product distribution. For this, its sales team plays a vital role in the attainment of the Company’s objectives. The Company currently has provided an attractive compensation and incentive scheme to prevent senior members of the sales team from joining competitor firms in the future. The Company’s reputation, business, and financial condition will be affected if the products do not meet customer’s requirements pursuant to the Company’s contracts / business arrangement with customers. The business of the Company is reliant on the quality of the products of its suppliers. Product defects will not only cause product returns but also affect the Company’s reputation as a distributor of quality products. Business dealings with customers of the Company are not accompanied by individualized and comprehensive contracts. The Company’s business practice involves issuances of invoices for orders of customers. Initially, it will appear that the absence of such individual contracts may cause problems with the Company as customers’ complaints will have no parameters and hence without limit. However, because of the confidence and commitment of the Company to satisfy customers, it has shown its willingness to address customers’ concerns. Specifically, in order to mitigate this risk, the Company carefully selects business partners who are established institutions in their field both locally and internationally. In addition, the issued invoices set out specific guidelines of reimbursement and/or product replacement whereby the Company fully reimburses the customer by replacing the defective products. Risk of loss due to returns are not borne by the Company as the costs of replacing these products are borne by the Company’s suppliers. Work Stoppage The Company is in the distribution business and the partial or total stoppage of work will significantly affect its operations. Coordination among employees is vital as each personnel in charge of a respective aspect of the distribution business is given the responsibility to ensure that the function required to be performed is in sync with the overall flow of business operations of the Company. Employee morale is likewise a key to having a dynamic and dependable workforce. The Company recognizes the importance of the workforce and ensures that all their entitlements under the law are given. In addition to that, the Company regularly holds team building activities to re-establish harmonious relationship between management and employees. Furthermore, in order not to hamper operations in the event that an employee is unable to report for work, the Company has adequately trained its employees to temporarily replace vacated responsibilities. Risk of not effectively implementing the business/expansion plan The establishment of at least one hundred (100) retail outlets under a created subsidiary is not a simple undertaking. Careful selection of strategic locations and negotiation of lease terms are important consideration, among others. Selection of trust worthy and efficient employees to operate the retail stores is also an important factor. Should the company fail in these aspects, the expansion plan may prove to be futile as the retail outlets would not be profitable.

To mitigate this risk, the Company has appointed highly trained and competent personnel within its workforce to spearhead the establishment of the retail outlets. Furthermore, as supplier to the retail outlets, the Company shall provide any necessary assistance to ensure profitability such as but not limited to lower mark ups, assistance in training of outlet personnel and assistance in the marketing of the outlet as well as its products. RISKS RELATING TO THE COMPANY’S COMMON SHARES There may be no liquidity in the market for the Offer Shares and the price of the Offer Shares may fall. The Shares listed on the PSE where trading volumes have historically been significantly smaller than on major securities markets in more developed countries and have also been highly volatile. There can be no assurance that an active market for the Offer Shares will develop following the Offer or, if developed, that such market will be sustained. The Offer Price will be determined after taking into consideration a number of factors including, but not limited to, the Company’s prospects, the market prices for shares of comparable companies and prevailing market conditions. The price at which the Shares will trade on the PSE at any point in time after the Offer may vary significantly from the Offer Price. GENERAL RISKS A slowdown in the Philippine economy could adversely affect the Company. Results of operations of the Company have generally been influenced, and will continue to be influenced by the performance of the Philippine economy. Consequently, the Company’s income and results of operations depend, to a significant extent, on the performance of the Philippine economy. The Philippine economy was adversely affected by the 1997 Asian financial crisis which caused a significant depreciation of the Philippine peso, rise in interest rates and downgrading of the Philippine local currency rating and the ratings outlook for the Philippine banking sector. While the Philippine economy has recovered from this crisis and has registered respectable positive economic growth starting 1999, it continues to be at risk from its significant budget deficit, volatile peso exchange rate and relatively weak banking sector. Any deterioration in economic conditions in the Philippines as a result of these or other risk factors, may materially adversely affect the Company’s financial condition and results of operations. There can also be no assurance that the current or future Governments will adopt economic policies conducive to sustaining economic growth. This risk is beyond the control of the Company. Political or social instability could adversely affect the financial results of the Company. The Philippines has from time to time experienced political, social and military instability and no assurance can be given that the future political environment in the Philippines will be stable. Political instability in the Philippines occurred in the late 1980’s when Presidents Ferdinand Marcos and Corazon Aquino held office. In 2000, former President Joseph Estrada resigned from office after allegations of corruption led to impeachment proceedings, mass public protests and withdrawal of support of the military. In February 2006, President Gloria Arroyo issued Proclamation 1017 which declared a state of national emergency in response to reports of an alleged attempted coup d’etat. The state of national emergency was lifted in March 2006.

The country has also been subject to sporadic terrorist attacks in the past several years. The Philippine army has been in conflict with the Abu Sayyaf organization, a group alleged to have ties with the Al-Qaeda terrorist network, and identified as being responsible for kidnapping and terrorist activities. On June 30, 2010, Benigno Aquino III was sworn in as the 15th and current president of the Republic of the Philippines. There is no assurance that the policies under the new administration will either improve or worsen the political and economic situation. Political instability in the Philippines could negatively affect the general economic conditions and operating environment in the Philippines, which could have a material impact on the Company’s business, financial condition and results of operation. This risk is beyond the control of the Company. Item 2. Properties TRANSPORTATION AND OFFICE EQUIPMENT As reported in its Audited Financial Statements as of 31 December 2012, the Company owns transportation equipment worth Thirty Eight Million Four Hundred Sixty Eight Two Hundred Eighty Nine Pesos (Php 38,468,289) and office equipment worth Fourteen Million Three Hundred Seventy Three Thousand Seventy Six Pesos (P14,373, 076). The transportation equipment is composed of cars, motorcycles and delivery trucks. These transportation vehicles are used by the Company for the official use of its farm aid technicians, sales personnel, delivery personnel and other employees for the purpose of carrying out the business of the Company in the principal office in Plaridel, Bulacan, Makati Office, in all of Agri Phil’s 116 retail outlets and farms. The office equipment is composed of airconditioning units, desktop computers, laptop computers, filing cabinets, printer/copier machines, vaults, biometric devices and alike and are used in the principal office in Plaridel, Bulacan, Makati Office, in all of Agri Phil’s 116 retail outlets and farms. LEASEHOLD IMPROVEMENTS The Company’s leasehold improvements as reported in its Audited Financial Statements as of 31 December 2012 in the amount of Forty Five Million Nine Hundred Twenty Four Thousand Seven Hundred Twenty Six Pesos (P 45,924,726) are for the office renovation and improvement of the Company’s Makati Office. FARM & CONSTRUCTION IN PROGRESS The reported construction in progress in the Audited Financial Statements as of 31 December 2012 in the amount of P 242,532,994 comprises of facilities being constructed in Isabela, Davao and Bukidnon farms. REAL PROPERTIES The Company is currently leasing the following real properties as storage warehouses for its distribution products:

DESCRIPTION ADDRESS AREA

Main Office Banga 1st, Plaridel, Bulacan 924 sqm

Warehouse (Bulacan) Banga 1st, Plaridel, Bulacan 5471 sqm

Details of the Lease Agreements Except for the Main Office which is used for administrative purposes, the Lease Agreements principally provide for the use of the specified premises as storage of the Company’s distribution products. Unless, otherwise agreed upon by the parties, all lease agreements are renewed annually upon the mutual consent of both parties and upon similar terms and conditions except for minimal increases in the lease payments on leased premises located in N.E. North Warehouse, Pampanga Warehouse and Pangasinan. The Company is leasing the Main Office, Bulacan Warehouse and N.E. South Warehouse free of rent. The Main Office and Bulacan Warehouse is owned by Avestha Holding Corporation, an affiliate, the stockholders of which are also stockholders in the Company while the N.E. South warehouse is owned by a businesswoman who has very close ties with the Calata family. Meanwhile, operating leases were entered into by the Company with the warehouse owners of N.E. North Warehouse, Pampanga Warehouse and Pangasinan Warehouse whereby the Company is paying an agreed monthly rental for the use of said warehouses.

On August 1, 2012, the Group entered into a lease agreement with KSA Realty Corporation for the lease of its office premises in Makati. The terms of the lease is for three (3) years and is subject to annual escalation rate of ten (10) percent. The lease agreement has a renewal potion. The details of the security deposit and advanced rental on this lease agreement are as follows:

Terms and conditions 2012 2011

Refundable security

deposit

Equivalent to three (3) months’ lease payment and refundable at the end of the lease term P1,652,566 P-

Advanced rental Equivalent to three (3) months’ lease payment and to be applied on the last three months of the lease term 1,652,566 -

P3,305,132 P-

The refundable security deposit and the advanced rental are recognized in the consolidated statements of financial position under other non-current assets. There were no restrictions imposed by these lease arrangements such as those concerning dividends, additional debt and further leasing. The rent expense charged to operations for the years ended December 31, 2012 and 2011 amounted to P9,888,600 and P1,206,440, respectively. Future minimum annual rentals are as follows:

2012 2011

Not later than one year P11,241,198

P1,206,440

N.E. South Warehouse San Antonio, San Leonardo, Nueva Ecija

500 sqm.

N.E. North Warehouse Sto. Domingo, Nueva Ecija 300 sqm.

Pangasinan Warehouse Carriedo, Tayug, Pangasinan 1,300 sqm.

Pampanga Warehouse Lagundi, Mexico,Pampanga 406 sqm.

More than one year but not later than five years 16,531,239 - P27,772,437 P1,206,440

The rent expense charged to operations for the years ended December 31, 2012, 2011 and 2010 amounted to P9,888,600, P1,206,440 and P1,229,050 respectively. The Company has likewise acquired real properties free from liens and other encumbrance, for its hog and broiler growing and breeding projects as follows:

PROJECT NAME LOCATION AREA (sq m)

TCT NO.

Monterey Hog Growing Farm


30,114 TCT No. 146-2011014078

Magnolia Broiler Growing Farm

Bgy. Kinawe, Libona, Bukidnon

18,780 TCT No. 81936 6,281 TCT No. 81789


25,000 T-146-2011013915 20,000 T-146-2011013914 5,000 T-146-2011014631

Bgy. Nangka, Libona, Bukidnon

30,977 T-81699

Monterey Hog Breeder Farm


67,989 TCT No. 382740

Magnolia Broiler Breeder Farm


28,865 TCT No. 383241 28,345 TCT No. 383243

Item 3. Legal Proceedings To the best of the Company’s knowledge, there is no material pending legal proceedings to which the Company, its directors, shareholders, related parties or any of its affiliates is a party or of which any of their property is subject. Item 4. Submission of Matters to a Vote of Security Holders There were no matters during the fourth quarter of the fiscal year covered by this report that were submitted to a vote of security holders.

PART II - OPERATIONAL AND FINANCIAL INFORMATION Item 5. Market for Issuer's Common Equity and Related Stockholder Matters Market Information The Company’s common equity is traded on the Philippine Stock Exchange. The following is the summary of the trading prices at the PSE for each of the quarterly period beginning May 2012, which is the listing date of the Company in said exchange.

2012 Q2 Q3 Q4 High 24.00 10.50 7.78 Low 6.66 5.20 3.65

Holders As of December 31, 2012, the Company had five (5) stockholders as per its stock and transfer agent, BDO-UNIBANK, INC. – Transfer Agent. This is because all the shares except for Mr. Cesar E. Cruz, Guillermo F. Gili Jr., Jose J. Leonardo &/or Teresita A. Leonardo, who have requested that their shares be uplifted, are still electronically lodged with the PDTC. The list of shareholders reported by the Stock and Transfer Agent were as follows:

Shareholder No. of Shares Percentage 1 PCD Nominee Corp. (Filipino) 37,080,800 99.158 2 PCD Nominee Corp. (Foreign) 3,030,000 0.841 3 Cesar E. Cruz 1,000 0.000 4 Guillermo F. Gili, Jr. 100 0.000 5 Jose J. Leonardo &/or Teresita A.

Leonardo 100 0.000

360,112,000 100.00 As of December 31, 2012, the top 20 PDTC Participants are as follows: NAME NO. OF

SHARES/HOLDING % of HOLDING

1 PCIB SECURITIES, INC. 217,869,294.00 60.5006276 2 JAKA SECURITIES CORP. 40,226,700.00 11.1706453 3 COL Financial Group, Inc. 29,019,050.00 8.0583670 4 UNICAPITAL SECURITIES INC. 15,872,806.00 4.4077562 5 EVERGREEN STOCK BROKERAGE & SEC.,

INC. 6,186,000.00 1.7178046

6 BPI SECURITIES CORPORATION 5,389,100.00 1.4965116 7 PAPA SECURITIES CORPORATION 4,009,200.00 1.1133240 8 ABACUS SECURITIES CORPORATION 3,405,600.00 0.9457089 9 FIRST METRO SECURITIES BROKERAGE

CORP. 2,681,200.00 0.7445486

10 ACCORD CAPITAL EQUITIES CORPORATION

2,589,480.00 0.7190787

11 PCCI SECURITIES BROKERS CORP. 1,845,600.00 0.5125089 12 NIEVES SECURITIES, INC. 1,788,700.00 0.4967082 13 R. COYIUTO SECURITIES, INC. 1,639,000.00 0.4551377 14 ALPHA SECURITIES CORP. 1,289,900.00 0.3581953 15 RCBC SECURITIES, INC. 1,285,300.00 0.3569179 16 AB CAPITAL SECURITIES, INC. 1,235,700.00 0.3431444 17 REGINA CAPITAL DEVELOPMENT

CORPORATION 1,088,200.00 0.3021848

18 YAO & ZIALCITA, INC. 987,300.00 0.2741656 19 STANDARD SECURITIES CORPORATION 900,300.00 0.2500064 20 QUALITY INVESTMENTS & SECURITIES

CORPORATION 894,800.00 0.2484791

Background of Major Shareholders (1) PHILIPPINE CENTRAL DEPOSITORY, INC. (PCD). Regulated by the Securities and Exchange

Commission (SEC), PCD is owned by major capital market players in the Philippines, namely: Philippine Stock Exchange (31.75%), Bankers Association of the Philippines (31.75%), Financial Executives Institute of the Philippines (10%), Development Bank of the Philippines (10%), Investment House Association of the Philippines (6.5%), Social Security System (5%) and Citibank N.A. (5%).

The PCD Nominee Corporation is a wholly-owned subsidiary of the Philippine Depository and Trust Corporation, Inc. (PDTC) and is the registered owner of the shares in the books of the Registrant’s stock transfer agent. The beneficial owner of such shares entitled to vote the same are PDTC’s participants, who hold the shares either in their own behalf or on behalf of their clients. The following PDTC participants hold more than 5% of the Registrant’s voting securities: a) PCIB Securities, Inc. – 60.50%; b) JAKA Securities Corp. – 11.17% and c) COL Financial Group, Inc. – 8.06%

All PSE- member brokers are Participants of PCD. Other Participants include custodian banks, institutional investors and other corporations or institutions that are active players in the Philippine equities market.

Dividends In a meeting held on November 18, 2011, the BOD unanimously approved the declaration of cash dividends in the amount of Twenty Five Million Pesos (P 25,00,000) to stockholders of record as of November 8, 2011, subject to the condition on the availability of unrestricted retained earnings to cover said dividend declaration. These dividends were paid in 2012 through offsetting of its advances to its shareholders. The dividend per share is Php 0.07. Furthermore, in a meeting held on April 16, 2012 the BOD unanimously approved the declaration of cash dividends equivalent to 25% of the issued and outstanding shares of record as of May 17, 2012, subject to the condition on the availability of unrestricted retained earnings to cover said dividend declaration. Recent Sales of Unregistered or Exempt Securities, Including Recent Issuance of Securities Constituting an Exempt Transaction No recent sales of unregistered or exempt securities, including recent issuance of securities constituting an exempt transaction Stock Option During the Annual Stockholder’s Meeting held on August 31, 2012, the issuance of a Stock Option Plan covering Fifty Million (50,000,000) Common Shares was approved, under such terms and conditions as may be subsequently determined by the Board of Directors. As of the date of this report, said terms and conditions are still being finalized. Securities Subject to Redemption or Call No securities subject to redemption or call exist or are planned. Warrants

No warrant exist are outstanding. Market Information for Securities Other Than Common Equity None Item 6. Management's Discussion and Analysis.

MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION The following management's discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the Company's audited and unaudited financial statements, including the related notes, contained in this Prospectus. This Prospectus contains forward-looking statements that involve risks and uncertainties. The Company cautions investors that its business and financial performance is subject to substantive risks and uncertainties. The Company's actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set out in "Risk Factors." In evaluating the Company's business, investors should carefully consider all of the information contained in "Risk Factors." Overview The Company saw record-breaking revenues and net income in the year 2012. Both revenues and net income in 2012 were the highest in the Company’s history. Revenues in 2012 amounted to P2.20 Billion compared to P2.00 Billion in 2011. This is an increase of P204.00 Million or 10%. The Company has been recording significant revenue growths and has not been negatively affected by the economic crisis that hit the global economy hard in 2008. In fact the Company recorded the biggest jump in its revenues in 2008 when the global economic crisis was at its strongest. The Company recorded PhP1.61 Billion in revenues in 2008 against PhP1.08 Billion in 2007 or an increase of PhP530 Million or an increase of 33%. RESULTS OF OPERATIONS Audited results for the fiscal year ended December 31, 2012 compared to Audited results for the fiscal year ended December 31, 2012 Sales for the year ended December 2012 amounted to P2.20 Billion which is the highest that the Company has achieved in its history. This represents an increase of P204.00 Million or 10% compared to the 2011 sales. The increase in sales is mainly brought about by the sales contribution of the Company’s wholly owned chain of stores under Agri Phil Corporation. The retail store chain allowed the Company to sell its products on a significantly larger area than it has previously access to. Gross Profit increased by increased by P42.38 Million or 20% compared to 2011. Besides the increase in sales, the gross profit increased because of the increase in margins enjoyed by the Company in its sales direct to end users thru its retail stores. Operating expenses increased significantly. The increase amounted to P48.03 Million or 82%. The increase is mainly due to increased expenses incurred from retail operations, which began its first full year of operations in 2012. The Company aggressively competed for market share for its retail shares thru extensive marketing activities in its area of operations. The operations of the retail stores incurred

large amounts of expenditures most notably salaries due to the large number of the Company’s stores that require a large number of people needed to operate. Other operating income increased by P19.59 Million or 203%. This is mainly due to the P8.21 Million recorded as gain from the purchase of Agri Phil Corporation. The Company also recorded a gain from a liability that was forgiven by an affiliate which amounted to P5.28 Million. Finance income increased by P6.67 Million or 174%. This is mainly due to the P7.97 Million interest from loans receivables recorded in 2011. Finance costs increased by P5.96 Million or 22%. This is mainly due to the increase in loans payable balances mainly to fund the increased operations as well as for the construction of the Company’s farms which resulted in a big increase in the Company’s property and equipment. Audited results for the fiscal year ended December 31, 2011 compared to Audited results for the fiscal year ended December 31, 2010 The year 2011 saw the highest recorded revenues and net income in the Company’s history. The Revenues amounted to P2.00 Billion in 2011 from P1.80 Billion in 2010 or an increase of P203.65 Million or 11%. The net income amounted to P100.17 Million in 2011 from P33.84 Million in 2010 or an increase of P66.34 Million or 196%. The increase in sales is mainly attributed to increased market penetration primarily through the affiliate “AGRI” retail store chain which allowed to Company to sell in markets not previously accessible. The fertilizer business also had a bigger contribution this year compared to the previous years as the Company saw favorable price movements in fertilizer products. The increase in net income is aside from the increased revenues, mainly due to the increase in the Company’s margins. The Company’s gross profit amounted to P227.31 Million and P142.65 Million in 2011 and 2010 respectively, or an increase of P84.66 Million or 59%. The Company’s operating expenses decreased, for 2011 it amounted to P63.30 Million from P67.33 Million in 2010. The decrease amounted to P4.53 Million or 7%. The decrease is mainly due to the Company’s austerity measures which has resulted in decreasing expenses for the past several years. The Company recorded finance income amounting to P3.83 Million in 2011. This is the interest from the loans receivable of the Company. The Company’s finance cost had no significant movement. FINANCIAL POSITION Audited financial position as of December 31, 2012 compared to December 31, 2011 including discussion on Material Changes to the Company’s Audited Balance Sheet as of Fiscal year ended December 31, 2012 compared to Audited Balance Sheet as of Fiscal year ended December 31, 2011 (increase/decrease of 5% or more) Total assets increased by P443.72 Million or 42%. This is mainly due to the increase of P272.68 Million in the Property and equipment of the Company which increased bue to the Construction of the Company’s farming projects. The cash balance also increased by P190.71 Million mainly due to the Company’s Initial Public Offering last year.

Trade receivables decreased by P10.38 Million or 4%. This is mainly due to the lower amount of credit sales for the year by the Company which is a result of the significant sales recorded by the Company’s retail operations. Current loans receivables decreased by P5.35 Million or 36%. This is mainly due to the payment received by the Company. Advances to related parties P24.93 Million or 37%. This is mainly due to payment received from related parties. Inventories increased by P40.65 Million or 23%. The inventories increased due to the amount of inventories stocked on the Company’s retails stores. Other current assets decreased by P2.41 Million or 43%. This is mainly due to the collection of other current receivables from different sources. Loans receivable is unchanged at P120.00 Million. This loan earns a 6% interest rate per annum. This is fully secured by the borrower’s various real estate properties independently valued by Cuervo Appraisers, Inc. at P166,549,000. Investment properties decreased by P21.29 Million or 16%. The decrease is mainly due to the change in classification of some of the properties into the property and equipment account. Property and equipment increased by P272.68 Million or 375%. The increase is mainly due to the construction of the Company’s farms. The Company’s farms total project cost is projected to be over P500 Million. Other current assets amounted to P3.31 Million. There was no amount recorded in this account last year. This account consists of the security and rental deposits to the Company’s numerous leased retail stores. Trade and other payables increased by P52.23 Million or 39%. The increase is mainly due to the increased inventory requirements of the Company in order to support the inventory requirement of the Company’s retail stores. Current Loans payables increased by P109.64 Mllion or 28%. The increase is used mainly to fund the increased operations. Advances from related parties decreased by P50.39 Million or 96%. The increase is mainly due to the payments made to the Company’s related parties. Dividends payable decreased by P25.00 Million. There is no balance in this account as of the end of 2012. The dividends recorded last year has already been paid in full. Non-current loans payables increased by P6.02 Million. This account is for the loans for vehicles acquired by the Company. Retirement benefit liability increased by P1.12 Million or 61%. This is due to the increased provision for the year mainly due to the increased number of employees to be covered by provision for retirement benefits. Share capital increased by P36.01 Million or 11%. This is due to the capital raised from the Company’s Initial Public Offering last year. Share premium increased by P209.16 Million. This is due to the capital raised from the Company’s Initial Public Offering last year.

Audited financial position as of December 31, 2011 compared to December 31, 2010 including discussion on Material Changes to the Company’s Audited Balance Sheet as of Fiscal year ended December 31, 2011 compared to Audited Balance Sheet as of Fiscal year ended December 31, 2010 (increase/decrease of 5% or more) Total assets increased by P391.74 Million or 59%. Recorded amounts were P1.05 Billion and P661.31 Million as of year end 2011 and 2010 respectively. The increase in assets is primarily due to the Company’s income from operations and the infusion of P323.10 Million additional capital by stockholders during the year. The infused capital shall be used for general corporate purposes and expansion of the business such as but not limited to contract growing and breeding of hogs and poultry. These aforementioned projects, however, is not the target for the use of proceeds of the Company’s application for listing and initial public offering of its shares to the public. Total liabilities had no significant movement, it only decreased by P6.54 Million or 1%. There was no significant movement because the reduction in the amounts of trade payables and short term loans were offset by the increase in amounts owed to stockholders and the increased provision for income tax. Cash increased by P185.68 Million or 972%. It amounted to P204.79 Million in 2011 up from P19.11 Million in 2010. This is primarily due to the additional cash invested by the stockholders. Trade receivables decreased by P88.36 Million or 26%. It amounted to P252.53 Million in 2011 down from P340.86 Million in 2010. The decrease is mainly due to the normalization of our terms, the 2010 balance is high because we extended terms to our dealers to encourage them to book their orders. We did this in 2010 because of the effects of the El Nino phenomenon on our sales. In year end 2011, we no longer offered the extended terms. The advances to related parties increased by P31.62 Million or 91%. It amounted to P66.50 Million in 2011 up from P34.87 Million in 2010. This is due to the expansion of operations of affiliates which necessitated the increase in funds needed for investment and operations. Inventories decreased by P44.41 Million or 20%. It amounted to P179.84 Million in 2011 down from P224.44 Million in 2010. This is mainly due to the favorable weather and market conditions for our products in 2011. Our products were fast moving especially in the year-end which is our peak season. This contrasts to the situation in 2010 when the El Nino phenomenon affected the sales of our products which resulted in higher than anticipated levels of inventory in year-end 2010. Loans receivable amounted to P120.00 Million in 2011, there was no amount recorded in 2010. This account represents the amount loaned to Avestha Holding Corporation, which is an affiliate of the Company. The loan is intended as an advance for the planned purchase of the Company of Avestha’s properties. The loan is provided with a market rate of interest set at 6%, so as to compensate the Company for the loan until the purchase of the properties is finalized. Investment properties amounted to P134.15 Million in 2011, there was no amount recorded in 2010. These are the properties purchased by the Company, which are being used as collateral by the Company for loans. Property and equipment increased by P47.55 Million or 189%. It amounted to P72.77 Million in 2011 up from P25.22 Million in 2010. The increase represents amounts spent for the Company’s construction of Hog and Broiler farms. Trade payables decreased by P34.66 Million or 20%. It amounted to P134.70 Million in 2011 down from P169.36 Million in 2010. The decrease is mainly due to the fact that the Company takes advantage of cash discounts as much as possible. Loans payable decreased by P77.00 Million or 16%. The decrease is mainly due to the increased cash infusion from stockholders and also from cash internally generated from operations which has allowed

the Company to lower its debt levels, while at the same time having enough funds for current operations and also pursue its expansion programs in Hog and Broiler farms. To clarify, the intended target expansion program for part of the additional cash infusion is the Hog and Broiler Farms. On the other hand, the expansion program relating to the establishment of a chain of Calata Retail Stores will be funded by the net proceeds of the Initial Public Offering. Advances from related parties amounted to P52.46 Million in 2011, there was no amount recorded in 2010. This represents the amount loaned from stockholders which is intended to offset the amounts advanced by the Company to its affiliates with the intention that the Company’s funds are intact for its own operations and expansion programs. Dividends payable amounted to P25.00 Million, there was no amount recorded in 2010. This is the accrual of the dividend declared by the Company’s board of directors from the Company’s unrestricted retained earnings. Capital stock increased by P323.10 Million or 32,310%. The increase is due to the additional investment in the Company from the stockholders. As previously explained said capital infusion was useful in decreasing the loans payable by 16% and partially funding the Hog and Broiler Farm construction. Debt to equity decreased from 271.25 in 2010 to 0.98 in 2011 or a decrease of 270.27 or 27,579%. The increase is mainly due to the increase in stockholders’ equity from P1.73 Million in 2010 to P400.00 Million in 2011. The increase in stockholders’ equity came from the additional investment infused by stockholders amounting to P323.10 Million which increased the paid up capital stock to P324.10 Million from only P1.00 Million the year before. The stockholders’ equity also increased due to the increase in retained earnings brought about by the net income earned by the Company during the year which amounted to P100.17 Million after taxes. The increase in retained earnings from the net income was partially offset by the declaration of dividend in 2011 amounting to P2.00 Million. Discussion and Representation on both Interim and Year End Audited Financial Statements There are no known trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in increasing or decreasing the Company’s liquidity in any material way. The Company does not anticipate having any cash flow or liquidity problems within the next twelve (12) months. The Company is not in default or breach of any note, loan, lease or other indebtedness or financing arrangement requiring it to make payments. No significant amount of the Company’s trade payables have not been paid within the stated trade terms. The Company does not foresee any event that will trigger direct or contingent financial obligation that is material to it, including any default or acceleration of an obligation. There are no material commitments for capital expenditures, events or uncertainties that have had or that are reasonably expected to have a material impact on the continuing operations of the Company. There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. No significant elements of income or loss had arisen from the Company’scontinuing operations. There are no other material changes in the Company’ financial position (5%) or more and condition that will warrant a more detailed discussion. Further, there are no material events and uncertainties known to management that would impact or change reported financial information and condition of the Company.

There were no seasonal aspects that had a material effect on the financial condition or results of operations of the Company. LIQUIDITY AND CAPITAL RESOURCES In the years 2009, 2010, 2011, and 2012, the Company’s primary source of liquidity was proceeds from sales and bank financing activities and also the proceeds of the Company’s IPO. Net cash from operating and financing activities were sufficient to cover the Company’s working capital and capital expenditure requirements in the years 2009, 2010, 2011 and 2012. The Company has credit lines with several of the top banks of the Philippines which gives it financial flexibility in its operations. The Company’s cash position as of December 31, 2012 amounted to P395.50 Million, this is an increase of 93% from the December 31, 2011 recorded amount. The Company’s cash position has been steadily increasing since 2009. From only PhP20.21 Million in December 31, 2009 to PhP395.50 Million in Dec. 31, 2012, an increase of PhP184.58 Million or 1,857%. The increase is primarily due to earnings from the Company’s operations and the additional capital infusion from stockholders in 2011 and the Company’s Initial Public Offering in 2012. The following table sets forth information from the Company’s pro forma statements of cash flows for the periods indicated: Cash Flows Dec. 31, 2012 Dec. 31, 2011 Dec. 31, 2010 Dec. 31, 2009 Net cash provided by (used in) operating activities

127,225,605 302,478,444 (73,335,053) 8,414,870

Net cash provided by (used in) investing activities

(257,813,354) (335,961,664) (29,032,075) (816,542)

Net cash provided by (used in) financing activities

321,302,708 219,165,977 101,262,787 (3,542,629)

Beginning Cash 204,788,818 19,106,061 20,210,402 16,154,703 Ending Cash 395,503,777 204,788,818 19,106,061 20,210,402

Indebtedness The Company has no long-term loans. All of the Company’s bank financing are short term loans with average terms of 90 to 120 days with the exception of P6.02 Million long term loans for the acquisition of Company vehicles. The Company’s loan balance as of Dec. 31, 2012 is P502.14 Million.2 To date, the Company has never been in default in making principal and interest payments. KEY PERFORMANCE INDICATORS

The Company’ top five (5) key performance indicators are listed below:

Dec. 31,

2012 Dec. 31,

2011 Dec. 31,

2010 Dec. 31,

2009 Audited Audited Audited Audited

Current Ratio 1 1.24 1.11 0.91 1.02 Debt to Equity Ratio2

0.67 0.98 271.25 22.93

Earnings per Share3 0.32 0.31 33.84 7.50 Earnings before Interest and Taxes4

190,408,476 169,794,248 75,015,214 31,566,350

Return on Equity5 19% 50% 407% 67%

1 Current Assets / Current Liabilities 2 Bank Loans/Stockholders’ Equity 3 Net Income/Outstanding Shares 4 Net Income plus Interest Expenses and Provision for Income Tax 5 Net Income / Average Stockholders’ Equity

These key indicators were chosen to provide Management with a measure of the Company’s financial strength (i.e., Current Ratio, Debt to Equity Ratio, and Earnings before Interest and Taxes) and the Company’s ability to maximize the value of its stockholders’ investment in the Company (i.e., Return on Equity, Earnings per Share). Current ratio shows the liquidity of the Company by measuring how much current assets it has over its current liabilities. The Debt to Equity Ratio indicates how much debt the Company has incurred for each amount of equity in the Company. A higher ratio means that the Company is more aggressive in its use of capital. Earnings per share show how much the Company is earning for each share that is currently issued and outstanding. Earnings before interest and taxes indicate how much income the Company is generating from its entire operations before interest charges. Item 7. Financial Statements A copy of the Company’s Audited Financial Statements for the year ended December 31, 2012 is attached hereto as Annex “A”.. Item 8. Changes in and Disagreements With Accountants on Accounting and Financial

Disclosure The Company, upon approval of the Board of Directors and the stockholder obtained during the last Annual Stockholders’ Meeting held on August 31, 2012, appointed Alba Romeo & Co. as its external auditor with Michael D. Roxas named as principal accountant. The external auditor examined, verified and reported on the earnings and expenses of the Company. The audit and audit-related fees of BDO Alba Romeo for 2011 and 2012 are P 600,000.00 and P1,800,000.00 respectively. During the two (2) most recent fiscal years or any subsequent interim period, there has been no resignation by, dismissal of or cessation of the performance of services by the Company’s independent accountant/external auditor.

The Company’s Principal Account has been engaged for the audit of its books beginning 2008 up to the present, and the Company has had no disagreements with Alba Romeo and Co. on either accounting matters or Financial Disclosures.

PART III - CONTROL AND COMPENSATION INFORMATION Item 9. Directors and Executive Officers of the Issuer As of December 31, 2012, the Board of Directors is composed of seven (7) individuals: Name Position Nationality Age Term of Office Period Served Joseph H. Calata Chairman

/Director Filipino 32 One year 1999 to present

Benison Paul B. De Torres Director Filipino 33 One year Nov 25, 2011 to present

Jose A. Zaide Director Filipino 68 One year Nov 25, 2011 to March 27, 2013

Mr. Salcedo T. Foronda Sr. Director Filipino 61 Remainder of one year term

Dec 28, 2012 to present

Jose Marie E. Fabella Director Filipino 37 Remainder of one year term

Dec 28, 2012 to present

George A. Nava* Director Filipino 73 One year Nov 25, 2011 to March 27, 2013

Condrado C. Zablan* Director Filipino 48 Remainder of one year term

Aug 31, 2011 to present

* Independent Director On August 31, 2012, the Company elected a new set of Directors to serve for the term of one year. JOSEPH HERNANDEZ CALATA, 32, Filipino. Mr. Calata is the Chairman/President and Chief Executive Officer of Calata Corporation. Mr. Calata has served as Member of the Board of Directors from 1999 up to the present and has been Chairman of the Board from 2009 – present. Mr. Calata shall serve as Chairman and member of the Board of Directors until August 31, 2013 and until his successor is elected and qualified. Mr. Calata is responsible for bringing the Company among the top 1000 Corporations in the Philippines and transforming it into the biggest combined distributor of Agro- Chemicals Feeds, Fertilizers and Seeds in the country. A member of the Management Association of the Philippines, Mr. Calata started his professional career as a Trainee Manager of then Planters Choice Agro Products, Inc. Mr. Calata was given the Gintong Kabataan Award ng Bulacan and the Gawad Dangal ng Plaridel Award in 2009. Mr. Calata earned a degree of Bachelor of Science in Commerce, Major in Management of Financial Institutions from the De La Salle University. BENISON PAUL BAUTISTA DE TORRES, CPA, 33, Filipino. Mr. De Torres has been the Chief Financial Officer of Calata Corporation since 2007. Currently, in addition to said position, Mr. De Torres is the Company’s Chief Operations Officer. Mr. De Torres served as Member of the Board of Directors from November 25, 2011 up to present. Mr. De Torres shall serve as member of the Board of Directors until August 31, 2013 and until his successor is elected and qualified.

After passing the Certified Public Accountants’ Examination, Mr. De Torres joined the auditing firm of Villaruz, Villaruz and Co. as junior auditor. Thereafter, from 2004 to 2006, Mr. De Torres became an auditor of Sycip, Gorres, Velayo and Co. From 2006-2007, he assumed the position of Financial Services Manager of Prime Outsource Corporation. Mr. De Torres earned his Bachelor of Science in Accountancy at the Philippine School of Business Administration. JOSE MARIE E. FABELLA, 37, Filipino. Atty. Fabella is the Director and Corporate Secretary of Calata Corporation. He was nominated and appointed as a Member of the Board of Directors last December 28, 2012. He also served as Corporate Secretary from November 25, 2011 up to present. Atty. Fabella shall serve as Director and Corporate Secretary until August 31, 2013 and until his successor is elected and qualified. He is a partner at Fabella and Fabella Law Office - a firm which specializes in the practice of Corporate and Securities Law and is currently Corporate Secretary and Legal Counsel to various publicly-listed companies. After being admitted to the Philippine Bar in 2005, he immediately engaged in the practice of law by joining several law offices as an associate lawyer. Thereafter, he served as Securities Counsel III at the Securities Registration Division in the Corporation Finance Department of the Philippine Securities and Exchange Commission until January 2010. Apart from conducting lectures to listed companies, Atty. Fabella is an MCLE lecturer on Securities Law and a Masters of Law (Commercial Law) Candidate at the San Beda College Graduate School of Law. FR. CONDRADO C. ZABLAN, 48, Filipino. Fr. Zablan is an Independent Director of Calata Corporation. He was elected last August 31, 2012 and shall serve as member of the Board of Directors until August 31, 2013 and until his successor is elected and qualified. Fr. Zablan finished his undergraduate studies at the University of the East with a course on Civil Engineering in 1985. In 1999, he obtained A.B. Classical Philosophy in the Immaculate Concepcion Major Seminary and likewise earned his M.E. Masteral Degree in Pastoral Ministry. He was ordained as a priest in the year 2000. In 2007, he held the following positions: 1. Procurator – Immaculate Concepcion Major in Seminary; 2. Administrator – St. Joseph Parish, Meycauayan, Bulacan. In 2008, he held the position as Parish Priest at the Stella Maris Parish Church in Pamarawan, Malolos City, Bulacan. From 2011 up to the present, he holds the following positions: 1. Finance Officer , Colegio de San Pascual Baylon, Obando, Bulacan; 2. Member, Audit Team, Commission on Family and Life, Diocese of Malolos; 3. Member, Commission on Temporal Goods, Dioces of Malolos; 4. Member, Commission on Social Security and Welfare of Clergy, Diocese of Malolos; 4. Commission Head, Columbary, Diocese of Malolos. MR. SALCEDO T. FORONDA SR., 61, Filipino. Mr. Foronda is a Director of Calata Corporation. He was appointed as Member of the Board of Directors last December 28, 2012 up to present. He shall serve as member of the Board of Directors until August 31, 2013 and until his successor is elected and qualified. Mr. Foronda graduated from Araneta University Foundation with a degree in Bachelor of Science in Agriculture. Mr. Foronda is a known farmers organization leader in Cagayan Valley, farmers cooperative organizer, board member of numerous farmers cooperative in Isabela. An Awardee of numerous Agri-related endeavors. He is a practicing farmer well loved by fellow farmers in Isabela. His area of expertise includes organization cooperatives. He also served as Chairman of different associations and cooperatives namely: Municipal Agriculture and Fishery Council (1985-1997), Municipal Cooperative Development Council (1989) and Isabela Seed Growers Multipurpose Cooperative, Inc. (1993). He also entered in public service by serving a two terms as Councilor of Cauayan City (1989-97) and as public servant in the local government of Cauayan (1995-97). His professional experience includes: Sales agent, Philamlife (1991-2006); Monsanto, an agricultural company (1991-1995);Cargill Phil, an international producer and marketer of food, agricultural, financial and industrial products and services (1986-1991);Ayala Agri Bayer Phil (1981-1986);Rural Bank Cabanatuan (1973-1981). JOSE ABETO ZAIDE, 68, Filipino. Ambassador Zaide is a Director of Calata Corporation. He served as Member of the Board of Directors from November 25, 2011 up to March 27, 2013.

Ambassador Zaide graduated with the degree of Bachelor of Arts in Economics at the Ateneo de Mania University in 1964. Currently, he writes for the Manila Bulletin under the segment “Below the Line.” Prior to this, his professional experience is as follows: Ambassador to France and permanent Delegate to UNESCO2006- Nov 2008; Ambassador to Portugal and Monaco (non-resident);Chief of Protocol, Department of Foreign Affairs, Manila, 2002-2006; Ambassador to the Federal Republic of Germany 1999-2002; Ambassador to Austriaand permanent Representative to the International1995-1999 Atomic Energy Agency(IAEA), United Nations Industrial Development Organization (UNIDO) and UN Organization in Vienna (UNOV); Ambassador to Slovenia and Croatia (non Resident); Assistant Secretary for European Affairs, DFA Manila1995; Assistant Secretary for Asia Pacific Affairs 1993; Charge d’ Affaires, d.m., Philippine Embassy, Moscow, 1991-1992; Minister, Philippine Embassy, Brussels,1989-1991; First Secretary and Consul General, Philippine Embassy, New Delhi , 1984-1989; Executive Director, Office of European Affairs, DFA Manila,1983-1984; Director for Western European Affairs, Office of European Affairs, DFA Manila, 1983; Second Secretary and Consul, Philippine Embassy, Bonn, 1981-1983; Vice Consul, Philippine Consulate General, Hamburg, 1974-1981; Special Collecting Officer, Foreign Service Staff Employee I, PCG, Hamburg, 1973-1974; Clerk, DFA Manila, 1968-1973. Decorations and Other Skills Awardee of German Grand Cross by the President of the Federal Republic of Germany for Distinguished Service; Awardee of Grand Cross of Austria by the Minister of Foreign Affairs for Distinguished Service, including official visit of Philippine President; Isabela la Catolica, conferred in connection with the visit of H.M. the King of Spain and for written editorial enhancing Philippine-Spanish bilateral relations; Knight of Rizal, KOR 1984, Knight Commander of KOR 1999, founded Vienna Chapter 1999, founded Berlin Chapter 2002; Author of “ Bababa ba? Anecdotes of a Foreign Service Officer”; Fluent in English and Filipino, advanced German, basic French and Spanish. GEORGE A. NAVA, 63, Filipino. Mr. Nava is an Independent Director of Calata Corporation. He served as Member of the Board of Directors from November 25, 2011 up to March 27, 2013. Mr. Nava graduated in 1971 with a course on Mechanical Engineering at the Mapua Institute of Technology and placed 1st at the Mechanical Engineering Board Exam. In 1981, Mr. Nava practiced as a Professional Mechanical Engineer. In 1982, He took MBA units at the Ateneo De Manila for two years. In 1989, He graduated from the Swiss Feed Milling School in Uzwil, Switzerland. Mr. Nava has 25 accumulated years of service with San Miguel Corporation from Project Engineer to Vice-President/General Manager. He also has 41 years of experience as a Mechanical Engineer including 3 years of teaching at the National University. Other positions held are as follows: Vice President, San Miguel Purefoods Company Inc., 2002-2008; Vice president/ Gen Manager, Feeds Business San Miguel Foods Inc., 2002-2004; Concurrent Vice-President/ General Manager, Philippine Nutrition Technology Inc., ( a joint venture of SMPFC and Taiwan Nutrition Technology Inc.) 2002-2005; Vice President and Regional Cluster Director, San Miguel Purefoods Company Inc., 2004-2008; President, Philippine Association of Feed Millers Inc., 2002-2004; Member, Board of Directors, Philippine Nutrition and Technology Inc., 2002-2005; Member, Board of Directors, San Miguel Purefoods Company Inc., Vietnam, 2004-2006. Current Executive Officers of the Registrant Name Age Citizen

ship Period Served

Business Experience for the past 5 years

Joseph H. Calata 32 Filipino 1999 to present

Mr. Calata is the Chairman/President and Chief Executive Officer of Calata Corporation. Mr. Calata has served as Member of the Board of Directors from 1999 up to present; Corporate Secretary from 1999 to 2005 and Chairman of the Board and President from 2009 to present. Mr. Calata shall serve as Chairman and member of the Board of Directors until August 31, 2012 and until his successor is elected and qualified.

Benison Paul B. De Torres 33 2007 to present

Mr. De Torres has been the Chief Financial Officer of Calata Corporation since 2007. Currently, in addition to said position, Mr. De Torres is the Company’s Chief Operations Officer. Mr. De Torres was elected for the first time to the Board of Directors last November 25, 2011 and re-elected last August 31, 2012. Mr. De Torres shall serve as member of the Board of Directors until August 31, 2013 and until his successor is elected and qualified.

Jose Marie E. Fabella 37 Nov 25, 2011 to present

Atty. Fabella is the Corporate Secretary of Calata Corporation. He was elected last November 25, 2011 and re-elected last August 31, 2012. He shall serve as such until August 31, 2013 and until his successor is elected and qualified. He is partner at Fabella and Fabella Law Office – a firm which specializes in the practice of Corporate and Securities Law and is currently Corporate Secretary and Legal Counsel to various publicly-listed companies. After being admitted to the Philippine Bar in 2005, he immediately engaged in the practice of law by joining several law offices as an associate lawyer. Thereafter, he served as Securities Counsel III at the Securities and Registration Division in the Corporate Finance Department of the Philippine Securities and Exchange Commission until January 2010. Apart from conducting lectures to listed companies, Atty. Fabella is an MCLE lecturer on Securities Law and a Masters of Law (Commercial Law) Candidate at the San Beda College Graduate School of Law.

Arnold S. Pajarillo 41 2008 to present

Mr. Pajarillo is currently the Sales Manager for Feeds. His business experience includes the following: Regional Sales Manager, Biostad Phils from May 2007 – September 2008; Sales Manager, SL Agritech, March 2003 – March 2007; Sales Manager, Sygenta Phils Inc., Fort Bonifacio, Taguig City; Production Supervisor, MNYT, May 1999 - May 2000; Sales Representative, Novartis Agro, Makati/Manila, 2005 – 2009

Vergel D. Formaran 37 2009 to present

Mr. Formaran is the Sales Manager for Chemical Seeds and Fertilizers. Prior to his engagement with the Company, he was Territory Sales Supervisor for Syngenta Philippine, Inc. from 2005 to 2009.

Janet H. Santos 31 Filipino 2009 to present

Ms. Santos is the Principal Accounting Officer / Purchasing Manager of the Company. Prior to her engagement with the Company, she held various positions in the Accounting and Treasury Department of Waltermart Supermarket, Inc.

COMMITTEES OF THE BOARD Executive Committee

The Executive Committee is composed of three (3) members of the Board of Directors. Currently, the Executive Committee comprises Joseph H. Calata, Benison Paul B. De Torres and George A. Nava. Joseph H. Calata is the Chairman of the Committee. The Executive Committee may act by majority of all its members, on such specific matters within the competence of, and as may be delegated by the Board of Directors. Audit Committee The Audit Committee provides an oversight of financial management functions, specifically in the areas of managing credit, market, liquidity, operational, legal and other risks and is primarily responsible for monitoring the statutory requirements of the Company. The Audit Committee is responsible for the setting up of an internal audit department and for the appointment of an internal auditor, as well as an independent external auditor. It monitors and evaluates the adequacy and effectiveness of the Company’s internal control systems. It ensures that the Board is taking appropriate corrective action in addressing control and compliance functions with regulatory agencies. It also ensures the Company’s adherence to corporate principles, best practices and compliance with the Manual on Corporate Governance. As disclosed in the Philippine Stock Exchange last 28 January 2013, the Audit Committee is composed of George A. Nava, Conrado C. Zablan and Salcedo T. Foronda Sr. George A. Nava is the Chairman of the Committee. Compensation Committee The Compensation Committee is primarily responsible for establishing a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers who are receiving compensation from the Group. It is responsible for providing an oversight of remuneration of senior management and other key personnel and ensuring that compensation is consistent with the Group’s culture, strategy and control environment. The Compensation and Remuneration Committee currently comprises Joseph H. Calata, Conrado C. Zablan and Benison Paul B. De Torres. Joseph H. Calata is the Chairman of the Committee. Nomination Committee The Nomination Committee is primarily responsible for the review and evaluation of the qualifications of all persons nominated to positions requiring appointment by the Board and the assessment of the Board’s effectiveness in directing the process of renewing and replacing Board members. As of December 31, 2012, the Nomination Committee comprises Joseph H. Calata, George A. Nava and Jose A. Zaide. George A. Nava is the Chairman of the Committee. Significant Employees There are no significant employees who are not executive officers who are expected by the registrant to make significant contribution to the business. Family Relationships There are no family relationships either by consanguinity or affinity up to the 4th civil degree among the Directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers. Involvement in Certain Legal Proceedings

To the best of the Registrant’s knowledge, in the last 5 years up to the latest date of this information statement, none of the directors or officers is or has been involved in any of the following events material in evaluating his ability or integrity as such director or officer:

a) Any bankruptcy proceeding filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time;

b) Any conviction by final judgment;

c) Any order, judgment or decree, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities; and

d) Violation of a securities or commodities law or regulation.

Item 10. Executive Compensation Information as to the aggregate compensation during the last 2 fiscal years paid to the Company’s and five (5) most highly compensated executive officers, and all other officers and directors, as a group, are as follows:

SUMMARY COMPENSATION TABLE Annual Compensation (PhP)

2010 2011 2012 2013 Estimated

Bonus Other Compensation

5 Most Highly Compensated Officers Joseph H. Calata - CEO Benison Paul B. De Torres – CFO/COO Arnold Pajarillo – Sales Manager for Feeds Vergel Formaran – Sales Manager for Chemical, Seeds & Fertilizers Janet H. Santos – Principal Accounting Officer Total 3,504,000 4,056,000 4,584,000

5,271,600

0

0

Total Compensation of Other Unnamed Officers

1,000,000

1,000,000

1,000,000

1,000,000

0

0

TOTAL

4,504,000

5,056,000

5,584,000

6,271,600

0

0

Currently, employees of the Company do not receive supplemental benefits or incentive arrangements. Compensation of Directors

Since the date of election, the directors have been receiving P 5,000.00 per meeting. Aside from the foregoing, the directors have served without compensation. The directors did not also receive any amount or form of compensation for committee participation or special assignments. Under the By-Laws of the Company, by resolution of the Board, each director, shall receive a reasonable per diem allowance for his attendance at each meeting of the Board. As compensation, the Board shall receive and allocate an amount of not more than 10% of the net income before income tax of the Company during the preceding year. Such compensation shall be determined and apportioned among directors in such manner as the Board may determine, subject to the approval of stockholders representing at least majority of the outstanding capital stock at a regular or special meeting of the stockholders. As of date, the directors have yet to pass a resolution fixing their per diem. There are no other arrangements for compensation either by way of payments for committee participation or special assignments. There are also no outstanding warrants or options held by the Company’s Chief Executive Officer, other officers and/or directors. Employment Contracts None. WARRANTS AND OPTIONS There are no warrants or options outstanding and there are no options held by directors and officers. Item 11. Security Ownership of Certain Beneficial Owners and Management As of December 31, 2012, the following persons or group own more than five percent (5%) of the Registrant’s voting securities: Title of class

Name and Address of Record Owner and Relationship with Issuer

Name of Beneficial Owner and Relationship with Record Owner

Citizenship No. of Shares Held

Percent

Common PCD Nominee Corp G/F Makati Stock Exchange, Ayala Avenue, Makati City

PCD Nominee Corporation, a wholly owned subsidiary of the Philippine Depository and Trust Corporation, Inc. (PDTC), is the registered owner of the shares in the books of the Registrant’s stock transfer agent. The beneficial owner of such shares entitled to vote the same are PDTC’s participants, who hold the shares either in their own behalf or on behalf of their clients. The following PDTC participants hold more than 5% of the Registrant’s voting securities:

a. PCIB Securities, Inc – 60.50% - No relationship with the Issuer

b. JAKA Securties Corp. – 11.17% - No relationship with the Issuer

c. COL Financial Group, Inc. – 8.06% - No relationship with the Issuer

Filipino 357,080,800 99.158

As of December 31, 2012, the Company’s directors and key officers owned 60.486% of the Company’s issued and outstanding shares of common stock, as follows:

Title of Class

Name, Address of Record Owner and

Relationship with the Company

Name of Beneficial Owner and

Relationship with the

Record Owner

Citizenship No. of Shares %

Common Joseph H. Calata Banga 1st, Plaridel, Bulacan Chairman / Ceo / President

Joseph H. Calata

Filipino 217,699,994 (Direct)

60.453

Common Benison Paul B. De Torres San Roque, San Rafael, Bulacan Director / Cfo / Treasurer

Joseph H. Calata

Filipino 1 (Direct)

nil

Common Salcedo T. Foronda Sr. Baringin Sur, Cauayan City, Isabela Director

Joseph H. Calata

Filipino 1 (Direct)

nil

Common Jose A. Zaide 51 Laguna Bay, South

Filipino 16,601 (Direct)

.005

Bay Gardens, Paranaque City Director

Common Condrado C. Zablan 0681 Rizal St. Sta. Barbara, Baliwag, Bulacan Director

Joseph H. Calata

Filipino 1 (Direct)

nil

Common George A. Nava Caprina Street, La Residencia De Sta. Rosa, Sta. Rosa City, Laguna Independent Director

Joseph H. Calata

Filipino 100,301 (Direct)

.028

Common Jose Marie E. Fabella Director/Corporate Secretary

Joseph H. Calata

Filipino 1 (Direct)

nil

TOTAL 217,816,900 60.486%

Shares owned by Foreigners Based on the Foreign Ownership Monitoring Report of BDO Stock and Transfer Agent as of December 31, 2012, foreign equity comprises 3,030,000 shares out of the 360,112,000 issued and outstanding shares or 0.8414% ownership of the Company. Voting Trust Holders of 5% or More There is no voting trust arrangement executed among the holders of five percent (5%) or more of the issued and outstanding shares of common stock of the Company.

(4) Changes in Control

Describe any arrangements which may result in a change in control of the registrant.

Change in Control The Registrant is not aware of any change in control or arrangement that may result in a change in control of the Registrant since the beginning of its last fiscal year. Item 12. Certain Relationships and Related Transactions The details of the Group’s related parties are summarized as follows:

Name of the related party Relationship Nature of Operations

Calata Builders Common Stockholders A corporation established in the Philippines which ventures as a

subcontractor and into the realty business

Calata Farms Common Owner A sole proprietorship owned by which offers high efficiency poultry growing using climate-controlled system

Avestha Holdings Corporation Common Owner A corporation established to engage in holding of shares of stock of different corporations

Individuals Stockholders Individuals who own shares of stock of the Parent Company

Individuals Key management personnel Individuals who have authority and responsibility for planning, directing and controlling the activities of the Group

i) An operating lease agreement was executed between the Group and the shareholders whereby the

latter granted the former with the rent-free use of office premises and a warehouse located in Bulacan.

ii) The key management personnel compensation recognized in salaries, wages and other benefits

under operating expenses in the consolidated statements of income consists of short-term benefits. There are no long term compensation and post-employment and termination benefits of key management personnel for the years ended December 31, 2012 and 2011.

iii) For the years ended December 31, 2012 and 2011, the Group disposed fully-depreciated property and equipment to a related party that resulted to a gain on disposal amounting to P835,200 and P1,914,123, respectively.

Movements of the outstanding balances showing the nature and amount of transactions under each category are as follows:

iv) Loans receivable

2012 2011 Avestha Holdings Corporation

January 1 P120,000,000 P- Loaned to - 120,000,000 December 31 P120,000,000 P120,000,000

The term of the loan is three (3) years. The principal of the loan will be payable after two (2) years in which an interest at the rate of six percent (6%) per annum will be payable on the balance at the end of every month. The loan is fully secured by the borrower’s various real estate properties independently valued at P166,549,000 on June 21, 2011 by Cuervo Appraisers, Inc. In exchange for the settlement of the loan, as of the reporting date, Avestha Holding Corporation is in the process of transferring to the Group the rights to the aforementioned real estate properties, pending compliance with regulatory requirements.

v) Advances to related parties

2012 2011

Agri Phil Corporation

January 1 P55,455,249 P- Cash advances to (55,455,249) 55,455,249 December 31 P- 55,455,249

Calata Farms January 1 - 33,173,159 Collections from - (33,173,159) December 31 - - Calata Builders

January 1 7,725,347 1,525,347 Cash advances to (collections from) (903,755) 6,200,000 December 31 6,821,592 7,725,347 Individuals January 1 3,315,016 174,325 Cash advances to 57,643,729 3,306,148 Cash advances from (1,213,008) (165,457) Cash dividends distributed (25,000,000) December 31 34,745,737 3,315,016 Total advances to related parties P41,567,329 P66,495,612

Cash advances were made to related parties to support their operating capital requirements. These are repayable once the related parties have sufficient cash flows to support their respective operations. These advances are non-interest bearing, unsecured and have no fixed repayment terms.

vi) The assessment of the allowance for impairment loss related to the amount of outstanding balances of the Group’s loans receivable and advances to related parties and the expense recognized during the period in respect of impairment loss is undertaken through examining the financial position of the related parties and the market in which they operate.

vii) Advances from related parties

2012 2011 Individuals January 1 (P52,461,454) P- Cash advances from (68,890,290) (67,869,405) Cash advances to 119,281,393 15,407,951 (P2,070,351)

(P52,461,454)

Cash advances from shareholders are used to support the operating capital requirements of the Group.

PART IV – CORPORATE GOVERNANCE

Item 13. Corporate Governance The Company has submitted its Manual on Corporate Governance to the SEC in compliance with Revised Code of Corporate Governance SEC Memorandum Circular No. 6 Series of 2009.

The Company’s policy of corporate governance is based on its Manual. The Manual lays down the principles of good corporate governance in the entire organization. The Manual provides that it is the Board’s responsibility to initiate compliance to the principles of good corporate governance, to foster the long-term success of the Company and to secure its sustained competitiveness in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of the Company, its shareholders and other stockholders. The Manual embodies the Company’s policies on disclosure and transparency, and mandates the conduct of communication and training programs on corporate governance. The Manual further provides for the rights all shareholders and the protection of the interests of minority stockholders. Commission of any violation of the Manual is punishable by a penalty ranging from reprimand to dismissal, depending on the frequency of commission as well as the gravity thereof. The Compliance Officer shall be responsible for determining violation/s through notice and hearing and shall recommend to the Chairman of the Board the imposable penalty of such violation, for further review and approval of the Board. The Board of Directors has constituted certain committees to effectively manage the operations of the Company. The Company’s principal committees of the Board of Directors include the Executive Committee, the Audit Committee, the Compensation Committee and the Nominations Committee. The performance of the Board and its individual members is being measured and monitored. Areas for improvement are discussed for action during the Board/Committee meetings. Board performance metrics include among others the individual director’s attendance at Board and Committee meetings, availability of minutes, open/closed action items, etc. The Board through its Audit and Compliance Committee shall, among others, continuously review and follow-up until closure all action items needed to be in full compliance with the company’s Manual on Corporate Governance and its related documents and policies. Plan to improve the Corporate Governance of the Company: Continuous initiatives for training of Directors, Officers and Employees to the various documents on corporate governance manuals and policies including its revisions.

PART V - EXHIBITS AND SCHEDULES Item 14. Exhibits and Reports on SEC Form 17-C Use of Proceeds from the Initial Public Offering The Company filed with the Commission several reports from its independent external auditor Alba Romeo and Co. in relation to the actual use of proceeds from the IPO. Said reports were included as attachments to the Reviewed Quarterly Reports filed with the Commission. The following are the tasks accomplished by the independent external auditor as well as their independent findings: AS OF JUNE 30, 2012

1. Obtained the schedule of cash received as proceeds from the IPO as of May 23, 2012, accounted and agreed the related balance to the Company’s accounting records and bank statements as of June 30, 2012.

Gross proceeds P 269,551,028 Underwriting and selling fees for the Offer shares 8,102,700 Tax on Initial Public Offering 10,782,041 Documentary Stamp Tax 180,060 Philippines SEC filing and legal research fees 733,991 PSE listing and processing fees 2,756,840 Professional fees 4,582,587 Total expenses 27,138,219 Net proceeds P 242,412,809

2. We found the schedule to be mathematically accurate, and the net proceeds amounting to

P242,412,809 are intact per bank statements.

Banks Account Number Amount Bank of the Philippine Islands 4723000012 P 106,000,000 Banco de Oro 5840019691 101,612,809 BAnco de Oro 6840002577 20,000,000 Allied Bank 1161015443 14,800,000 P 242,412,809

3. The net proceeds from the IPO were accounted for in the Company’s records as “Cash in Banks”.

The cash in banks are unrestricted and maintained in universal banks and commercial banks.

AS OF SEPTEMBER 30, 2012

1. Obtained the schedule of cash received as proceeds from the IPO as of May 23, 2012 and the schedule of disbursements from such proceeds as of September 30, 2012, accounted and agreed the related balance to the Company’s accounting records and bank statements as of September 30, 2012.

Actual use of proceeds

Use of proceeds as stated in the prospectus

Gross proceeds P 269,551,028 P 270,090,000 Underwriting and selling fees for the Offer shares 8,102,700 8,102,700 Tax on Initial Public Offering 10,782,041 10,803,600 Documentary Stamp Tax 180,060 180,060 Philippines SEC filing and legal research fees 733,991 733,991 PSE listing and processing fees 2,756,840 2,756,840 Professional fees 4,582,587 4,000,000 Others - 1,100,000 Total expenses 27,138,219 27,677,191 Net proceeds as of June 30, 2012 242,412,809 242,412,809 Purchase of inventories 116,384,948 102,200,800 Renovation of stores 7,494,172 24,275,000 Purchase of equipment - 6,006,875 Operating expenses 3,967,018 412,965 Total expenses 127,846,138 132,895,640 Net Proceeds as of September 30, 2012 P 114,566,671 P 109,517,169

The IPO expenses amounting to P 27,138,219 as of June 30, 2012 have been vouched to supporting documents and payment vouchers on a test basis. No exceptions were noted based on the procedures performed.

2. The remaining balance of the proceeds from the IPO was accounted for in the Company’s records as “Cash in Banks”. The cash in banks are unrestricted and maintained in universal banks and commercial banks.

3. Purchases of inventories amounting to P 116,384,948 have been vouched to supporting purchase orders, suppliers’ sales invoices and delivery receipts, and payment vouchers. Renovation of stores and operating expenses amounting to P 7,494,172 and P 3,967,018, respectively, have been validated and vouched to supporting suppliers’ invoices and payment vouchers. No exceptions were noted based on the procedure performed.

4. We found the schedule to be mathematically accurate, and the balance of the net proceeds as of September 30, 2012 amounting to P 114,566,671 is maintained in the following bank accounts:

Banks Account Number Amount

Banco de Oro 5840019691 P 60,144,233 Bank of the Philippine Islands 4723000012 29,320,259 Metropolitan Bank and Trust Company 327-3-32750335-0 14,917,312 Allied Bank 1161015443 5,435,737 Bank of Commerce 062-00-000815-5 2,231,378 Metropolitan Bank and Trust Company 327-3-32750341-4 1,622,880 Banco de Oro 5840071898 380,090 Banco de Oro 5840071979 317,726 Banco de Oro 6840002577 197,056 P 114,566,671

AS OF DECEMBER 31, 2012

1. Obtained the schedule of cash received as proceeds from the IPO as of May 23, 2012 and the schedule of disbursements from such proceeds as of December 31, 2012, accounted and agreed the related balance to the Company’s accounting records and bank statements as of December 31, 2012 Actual use of

proceeds Use of proceeds as

stated in the prospectus

Gross proceeds P 269,551,028 P 270,090,000 Underwriting and selling fees for the Offer shares 8,102,700 8,102,700 Tax on Initial Public Offering 10,782,041 10,803,600 Documentary Stamp Tax 180,060 180,060 Philippines SEC filing and legal research fees 733,991 733,991 PSE listing and processing fees 2,756,840 2,756,840 Professional fees 4,582,587 4,000,000 Others - 1,100,000 Total expenses 27,138,219 27,677,191 Net proceeds as of June 30, 2012 242,412,809 242,412,809 Purchase of inventories 183,407,289 102,200,800 Renovation of stores 10,331,077 24,275,000 Purchase of equipment - 6,006,875 Operating expenses 7,437,348 412,965 Total expenses 201,175,714 132,895,640 Net Proceeds as of September 30, 2012 P 41,237,095 P 109,517,169

The IPO expenses amounting to P 27,138,219 as of June 30, 2012 have been vouched to supporting documents and payment vouchers on a test basis. No exceptions were noted based on the procedures performed.

2. The remaining balance of the proceeds from the IPO was accounted for in the Company’s records as “Cash in Banks”. The cash in banks are unrestricted and maintained in universal banks and commercial banks.

3. Purchases of inventories amounting to P 183,407,289 have been vouched to supporting purchase orders, suppliers’ sales invoices and delivery receipts, and payment vouchers. Renovation of stores and operating expenses amounting to P 10,331,077 and P 7,437,348, respectively, have been validated and vouched to supporting suppliers’ invoices and payment vouchers. No exceptions were noted based on the procedure performed.

4. We found the schedule to be mathematically accurate, and the balance of the net proceeds as of December 31, 2012 amounting to P 41,237,095 is maintained in the following bank accounts:

Banks Account Number Amount

Bank of the Philippine Islands 4723000012 P 30,186,159 Banco de Oro 5840019691 6,204,200 Metropolitan Bank and Trust Company 327-3-32750341-4 1,878,841 Banco de Oro 5840071979 956,232 Banco de Oro 5840071898 868,545 Allied Bank 1161015443 509,662 Banco de Oro 6840002577 501,684 Bank of Commerce 062-00-000815-5 101,912 Metropolitan Bank and Trust Company 327-3-32750335-0 29,860 P 41,237,095

SEC Form 17-C filed with the Commission for 2012

PERIOD COVERED NATURE OF DISCLOSURE 11 June 2012 MOA with National Agribusiness Corporation for the exclusive supply of

corn inputs 9 July 2012 Israel and Calata Partner on Modern Agri Technology 5 July 2012 On July 5, 2012, Calata Corporation (the “Company) conducted its first

Board Meeting as a listed Company with the Exchange. The matters discussed were as follows: Board approval of the minutes of the last Board of Directors meeting; Report from the President on the success of the recently conducted Initial Public Offering (“IPO”) of the Company, wherein proceeds amounting to PhP 242,412,808.76 were raised net of all taxes and expenses incurred; Audit Committee compliance with its commitment with the Exchange to strictly monitor the status and disbursements of the IPO proceeds, establish audit control procedures within the Company and perform all tasks covered by its mandate; Discussion and planning regarding the proper utilization of the proceeds from the IPO consistent with the Company’s disclosure in its Prospectus; Plans and prospects for establishment and expansion of the Company’s retail network to increase market coverage and revenue stream for 2012; Board approval for Management to study and negotiate for acquisition of properties currently being used by the Company for its business; The conduct of the Company’s first Annual Stockholders’ Meeting as a listed company on August 31, 2012.

19 July 2012 On July 19, 2012, Calata Corporation (the “Company) conducted its Board Meeting. The matters discussed were as follows: Minutes of the last Board of Directors meeting; Setting the close of business on August 3, 2012 as the record date for the determination of the stockholders entitled to notice of the Company’s August 31, 2012 Annual Stockholders’ Meeting and any adjournment thereof, and to attend and vote thereat; Conversion of the Company’s advances to

Agri Phil Corporation amounting to P55,455,249.00 into equity and purchase of all issued and outstanding shares of stock in Agri Phil Corporation at a par value of P100.00 per share or a total amount of P9,500,000.00; Payment by Avestha Holding Corporation (“Avestha”) with company-owned real estate properties as full settlement of Avestha’s loan obligation with the Company; Amendment to the Company’s Articles of Incorporation for the purpose of increasing the authorized capital stock from Eight Hundred Forty Five Million Four Hundred Thousand Pesos (PhP 845,400,000.00) up to an amount to be determined by the Board of Directors (“Board”) not exceeding Two Billion Pesos (PhP 2,000,000,000.00); The issuance of a Stock Option Plan covering Fifty Million (50,000,000) Common Shares under such terms and conditions as may be determined by the Board of Directors or any of its duly authorized representatives and subject to existing laws, rules and regulations; To obtain the approval of the majority of the minority shareholders on the waiver of the requirement, if any, to conduct a rights or a public offering with respect to the following: a) Transactions resulting to the issuance by a listed company of new voting shares to any party or to any persons acting in concert amounting to at least ten percent (10%) but not more than thirty-five percent (35%) of the total issued and outstanding capital stock of the issuer through a single or creeping transaction within a twelve (12) month period from the initial disclosure. Such transactions may include private placements, share swaps, property for share swaps, or conversion of securities to equity; and b) Listing of shares subscribed by Related Parties as defined by the Revised Listing Rules of the Philippine Stock Exchange.

30 June 2012 Report on Use of Proceeds 03 September 2012 During the Annual Stockholders’ Meeting of Calata Corporation (the

“Corporation”) held last Friday, 31 August 2012, the following were elected directors for the ensuing year: Mr. Joseph H. Calata, Mr. Benison Paul B. De Torres, Dr. Jaime C. Laya, CPA, Mr. Baltazar N. Endriga, CPA, Amb. Jose A. Zaide, Engr. George A. Nava (Independent Director), Fr. Conrado C. Zablan (Independent Director) On the said meeting, the following matters were approved and/or ratified by the stockholders: Adoption of the Audited Financial Statements for the calendar year ended December 31, 2011; Management’s Discussion of the Annual Report for the year 2011; Report on the 2012 Operations and Results to date; Amendment of the Articles of Incorporation of the Company for the purpose of increasing the authorized capital stock from Eight Hundred Forty Five Million Four Hundred Thousand Pesos (PhP845,400,000.00) up to Two Billion Pesos (PhP2,000,000,000.00) as may be determined by the Board; Conversion of the Company’s advances to Agri Phil Corporation amounting to P55,455,249.00 into equity and purchase of all issued and outstanding shares of stock in Agri Phil Corporation at a par value of P100.00 per share or a total amount of P9,500,000.00; Payment by Avestha Holding Corporation (“Avestha”) with company-owned real estate properties as full settlement of Avestha’s loan obligation with the Company; Approval of the majority of the minority shareholders on the waiver of the requirement, if any, to conduct a rights or a public offering with respect to the following transactions which may be entered into with the Company in the future: a) Transactions

resulting to the issuance by a listed company of new voting shares to any party or to any persons acting in concert amounting to at least ten percent (10%) but not more than thirty-five percent (35%) of the total issued and outstanding capital stock of the issuer through a single or creeping transaction within a twelve (12) month period from the initial disclosure. Such transactions may include private placements, share swaps, property for share swaps, or conversion of securities to equity; b) Listing of shares subscribed by Related Parties as defined by the Revised Listing Rules of the Philippine Stock Exchange; Approval of the issuance of a Stock Option Plan covering Fifty Million (50,000,000) Common Shares including subsequent issuances and amendments thereto under such terms and conditions as may be determined by the Board of Directors or any of its duly authorized representatives and subject to existing laws, rules and regulations; Ratification and Confirmation of All Acts, Resolutions and Decisions of the Board and Management; Appointment of BDO Alba Romeo & Co. as External Auditor for calendar year 2012;

03 October 2012 Audit Committee Meeting 20 November 2012 Release of lock up of IP Shares of JHC 20 November 2012 Exclusive supply agreement with Siembra Directa Corp. for the supply

of agricultural farm inputs 23 November 2012 Calata Corporation’s (“The Company”) Board of Directors Meeting held

on 23 November 2012, the following matters were discussed and approved: Minutes of the last Board of Directors meeting; Results of Operations as of 30 September 2012; Post IPO Business Developments and Plans and Prospects for the year 2013.

12 December 2012 Appointment of Mr. Salcedo T. Foronda, Sr. as New Director as Predecessor of Mr. Jaime C. Laya

28 December 2012 Appointment of Atty. Jose Marie E. Fabella as New Director as Predecessor of Mr. Baltazar N. Endriga

amended 2012 annual report

Documents