Universal Robina : Minutes of Annual Meeting of Stockholders – May 15, 2025

held virtually via remote communication through https://bit.ly/URC2025ASM and at Jade Room, Crowne Plaza Manila Galleria, Quezon City

Directors Present (in person):

Lance Y. Gokongwei Director, Chairman

Irwin C. Lee Director, President and Chief Executive Officer

Patrick Henry C. Go Director, Executive Vice President

Johnson Robert C. Go, Jr. Director

Christine Marie B. Angco Lead Independent Director

Rizalina G. Mantaring Independent Director

Antonio Jose U. Periquet, Jr. Independent Director Directors Present (via remote communication):

James L. Go Director, Chairman Emeritus

Cesar V. Purisima Independent Director Officers Present:

Anna Milagros D. David Executive Vice-President and Group President -

Branded Consumer Goods-Philippines

Francisco M. Del Mundo Chief Finance and Strategy Officer

David J. Lim, Jr. Chief Technology Officer Maria Celia H. Fernandez-Estavillo Corporate Secretary

Phoebe Ann S. Bayona Assistant Corporate Secretary

Rhodora T. Lao Vice President, Corporate Controller and Chief Compliance and Risk Officer

Jesselyn P. Panis Chief Supply Chain and Sustainability Officer

Elisa O. Abalajon Chief Human Resources Officer and Agile Transformation Lead

Charles Bernard A. Tañega Treasurer

Elvin Michael L. Cruz Corporate Legal Counsel

Jose Miguel T. Manalang Director, Strategy and Investor Relations Also Present:

Juan Carlo B. Maminta, Sycip Gorres Velayo C Co. (SGV C Co.) Reah D. Gordo, SGV C Co.

Christian G. Lauron, SGV C Co. Rossana A. Fajardo, SGV C Co.

Ruby S. Veneracion, BDO Unibank, Inc.

Kim Elizabeth G. Maxwell, BDO Unibank, Inc. Stockholders Present

1. PROOF OF NOTICE OF THE MEETING AND EXISTENCE OF A QUORUM

   The Chairman of the Board of Directors of Universal Robina Corporation (the "Corporation" or "URC"), Mr. Lance Y. Gokongwei, requested the Corporate Secretary, Atty. Maria Celia H.

   Fernandez-Estavillo, to certify on the sending of notices to the stockholders and to the existence of a quorum.

   The Corporate Secretary certified that notice of the meeting was sent to the stockholders of record as of April 8, 2025 through the following methods:

   1. By publication in the Manila Standard and the BusinessMirror on April 21 and April 22, 2025 in both online and print formats;

   2. By posting on the website of the Corporation; and

   3. By disclosure to the Philippine Stock Exchange.

      The Corporate Secretary further certified that stockholders entitled to vote representing 75.27% of the total outstanding shares of the Corporation were present in the meeting, via remote communication or by proxy, and that a quorum was present to act upon the items in the agenda.

      The meeting was called to order by Mr. Lance Y. Gokongwei, who presided thereat as Chairman of the meeting, and Atty. Fernandez-Estavillo, Corporate Secretary, recorded the minutes of the proceedings as Secretary of the meeting.

      The Chairman requested the Corporate Secretary to explain the rules and procedures for the meeting. According to the Corporate Secretary, the rules and procedures were set forth in the Definitive Information Statement sent to the stockholders, and in the explanation of agenda items integrated into the notice sent for the meeting. Stockholders were allowed to vote in three ways - first, by sending their proxies appointing the Chairman of the meeting to the Corporate Secretary; second, by registering and voting in absentia; and third, by registering and voting live electronically during the meeting. Registration for voting in absentia was open from April 22 to April 29, 2025, and voting was open from April 29 to May 5, 2025. For votes by proxy, stockholders were requested to submit proxies by May 5, 2025.

      The Office of the Corporate Secretary validated the registration and votes of the stockholders who availed of the option to vote in absentia. At the end of validation process of both the proxies and the ballots cast in absentia, votes were tabulated by the Office of the Corporate Secretary on May 9, 2025. All tabulation results for the meeting were subsequently validated by Punongbayan C Araullo (Grant Thornton Philippines).

      Under the rules and procedures for the meeting, stockholders were requested to send their questions or comments by e-mail. Questions which were received by May 5, 2025 were collated, and select questions were answered during the meeting by Mr. Irwin C. Lee, President and Chief Executive Officer of the Corporation. Any questions or comments which were not taken up during the meeting were answered and addressed through email.

2. READING AND APPROVAL OF THE MINUTES OF THE ANNUAL MEETING OF STOCKHOLDERS HELD ON JUNE 3, 2024

   The Chairman proceeded to the next item in the agenda which is the approval of the Minutes of the Annual Meeting of the Stockholders held on June 3, 2024 ("2024 Minutes of the ASM"). According to the Corporate Secretary, copies of the 2024 Minutes of the ASM were made available to the stockholders by providing the link to the said Minutes in the Definitive Information Statement and by showing the QR code on the screen prior to the meeting.

   After having moved and seconded, the Corporate Secretary reported that the 2024 Minutes of the ASM were approved by stockholders holding 1,607,620,110 common shares which represent 75.16% of the total outstanding shares of the Corporation. No stockholder voted against this agenda item.

   *Voting results on this agenda item are as follows:

   Votes In Favor		Votes Against		Votes Abstaining
   Number of shares	% to Outstanding	Number of shares	% to Outstanding	Number of shares	% to Outstanding
   1,607,620,110	75.16	0	0	0	0

   *Voting results are subject to validation of Punongbayan & Araullo (Grant Thornton Philippines)

   The resolution of the stockholders covering this agenda item can be found below:

   Stockholders Resolution: Approval of Minutes of the 2024 Annual Stockholders Meeting

   "RESOLVED, that the Minutes of the Annual Meeting of the Stockholders of Universal Robina Corporation held on June 3, 2024 are hereby approved."

3. APPROVAL TO THE AMENDMENT OF THE SECOND ARTICLE OF THE ARTICLES OF INCORPORATION

   The Chairman proceeded to the next item in the agenda which is the approval to amend the Second Article of the Articles of Incorporation of the Corporation to include additional clauses in the Corporation's primary and secondary purposes.

   The Corporate Secretary reported that the proposed amendments to the Second Article of the Articles of Incorporation were approved by stockholders holding 1,606,306,330 common shares which represent 75.10% of the total outstanding shares of the Corporation.

   *Voting results on this agenda item are as follows:

   Agenda Item	Votes In Favor		Votes Against		Votes Abstaining
   	Number of shares	% to Outstanding	Number of shares	% to Outstanding	Number of shares	% to Outstanding
   Approval to the amendment of the Second Article of the Articles of Incorporation	1,606,306,330	75.10%	0	0	0	0

   *Voting results are subject to validation of Punongbayan & Araullo (Grant Thornton Philippines)

   The resolution of the stockholders covering this agenda item can be found below:

   Stockholders Resolution: Amendment of Primary Purpose in Article Second

   "RESOLVED, that the following amendments to the primary and secondary purposes of the Second Article of the Amended Articles of Incorporation of UNIVERSAL ROBINA CORPORATION (the "Corporation") are hereby approved:

   1. the inclusion of selling at retail of any and all goods, commodities, wares and merchandise of every nature and description, including but not limited to, all kinds of food and food-related products in the primary purpose; and

   2. the inclusion of the business of implementing waste diversion strategies in the secondary purpose.

      The said Article Second shall read as follows:

      'SECOND, That the purpose or purposes for which said corporation is formed are as follows:

      PRIMARY

      1. To engage in the manufacture, production, processing, packing, preserving, distribution, and marketing, and selling at wholesale and retail and import and export of any and all goods, commodities, wares and merchandise of every nature and description, including but not limited to, all kinds of food and food-related products such as:

         1. Consumer food products such as a variety of snack foods, instant noodles, candies, cereals, pasta, bread, cakes, tomato-based products, non-dairy coffee creamers, coffee products, chocolates, confectionaries, ice cream, and other frozen confectioneries, biscuits, and crackers, powdered milk, and all kinds of consumer drinks and beverages;

            [xxx]

            S E C O N D A R Y

            1. [xxx]

            [xxx]

            12. To implement waste diversion strategies such as, but not limited to, recycling or converting wastes or plastics into high-value products, for sale, distribution or other viable uses.

            13. [xxx]'

            RESOLVED, FURTHER, that each of Mr. Lance Y. Gokongwei, Chairman, and/or Mr. Irwin C. Lee, President and Chief Executive Officer of the Corporation, are hereby authorized to do any and all acts necessary and proper to give the foregoing resolutions full force and effect;

            RESOLVED, FINALLY, that the Corporate Secretary is hereby authorized to do the necessary filing of the Amended Articles of Incorporation of the Corporation with, and for the approval of, the Securities and Exchange Commission."

4. PRESENTATION OF ANNUAL REPORT AND APPROVAL OF THE FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED DECEMBER 31, 2024

   The President and Chief Executive Officer, Mr. Irwin C. Lee, presented a report on the financial performance of the corporation as reflected in the audited financial statements for the calendar year ended December 31, 2024, followed by a brief update on the results for the first quarter of 2025.

   Mr. Lee reported that for the full year ended December 31, 2024, URC hit almost Php162 billion in revenues, up 3% versus last year, against a tough macroeconomic backdrop. Despite the muted topline in the Philippines, volume growth was seen across all our operating divisions, with URC International delivering strong growth.

   Total operating income ended at Php16.7 billion, down 4%, as URC's sugar business saw a profit

   correction against 2023's record highs. Ex-Sugar and Renewables (SURE), URC's operating

   income was up 20% on structural margin improvements to the business, such as optimized pricing, manufacturing efficiencies, and operating savings.

   Net income for 2024 was ahead of operating income due to higher forex gains vs prior year, while core net income was in line with EBIT growth.

   Sales for Branded Consumer Foods Philippines (BCFG Philippines) was flat against 2023, on mixed performances between categories. Value-for-money segments grew faster than the rest of the portfolio, and most categories delivered both volume and value growth in the 4th quarter of 2024. The initial value interventions launched were performing well, and have built momentum entering into 2025. Against this flat topline performance, BCFG Philippines delivered solid operating income growth, up double digits vs. 2023. Operating Profit margins have continued to strengthen, on the back of easing input costs, and structural savings and optimization initiatives. Our gross margin expansion and savings programs have helped us support additional investments into brands and customers, while still delivering improved operating income growth.

   For the International division, all overseas operations have delivered strong and solid volume and value growth. Total URCI is up 8% on a constant currency basis, with sustained revenue delivery despite the generally tepid consumer sentiment seen across Southeast Asia. Strong execution has led to expanding market share gains, with Malaysian biscuits shares now 800bps ahead of #2 on full year shares and C2 overtaking Zero Degree (Khong Do) as the #1 RTD Tea brand in Vietnam.

   Operating income growth was sustained, hitting 43% for the full year 2024, and with margins expanding over 300 bps. Gross margin improvements allowed for increased ACP investment with simultaneous EBIT margin expansion.

   The Agro-Industrial and Commodities businesses delivered 5% topline growth for 2024, driven by higher volumes across most of its segments. AIG navigated a challenged Philippine market, with Philippine swine populations down almost 10% in 2024 and with feed price rollbacks by major players. This was offset by continued growth and steady performance in poultry feeds and pet food. Flour delivered flat revenue for the year, as our strong volume growth was offset by competitive pricing adjustments. Sugar renewables was up 13%, as volumes accelerated on the sell-through of accumulated inventories.

   On operating income, both AIG and Flour operating margins expanded as their improving cost base helped offset the price adjustments in their businesses. Sugar returned to profitability in the 4th quarter of 2024 as milling resumed last October 15, and as high-cost inventories were flushed out.

   Mr. Lee discussed that URC have used its significant cash generation and tighter working capital to pay down short term debt. URC's 2024 capex closed at Php6 billion, as the Company pushed back the Malvar megasite's commercial operations to the 2nd half of this year, and as it finalized commissioning the Sariaya plant in 2025. URC continued to generate significant free cashflow and working to improve total shareholder return. On share buyback, as of end 2024, Php2.7B out of our second tranche of Php5B have been spent. URC continue to grow its dividend payout, and have paid out Php2.00 per share regular dividend, which is 5% higher than the same dividend last year.

   Mr. Lee then proceeded to discuss key updates and priorities for 2025, and the results for the first quarter of the year, starting off first with the key focus areas on the following:

   BCFG Philippines: highest priority "job to be done" around reigniting volume-driven revenue growth together with market share recoveries.

   BCFG International: sustain the strong momentum on growth and market share; scale Munchy's

   expansion and build additional legs.

   Animal nutrition and health: pet food expansion and strengthen lead in dog food while building and growing cat food business.

   Commodities: focus on returning absolute profit to normal levels and drive sustainable cash generation.

   With the initiatives planned and executed so far, URC is seeing stronger topline performance entering the new year. For the first quarter of 2025, URC delivered Php45.3 billion in revenues, up 7% versus the same period last year. Almost all its business units delivered strong volume growth against a high 2024 base, led by the strong double-digit growth of international business and SURE. BCFG Philippines was able to deliver 4% growth against the highest quarter in 2024, while sustaining its month-on-month momentum which began from the 2nd half of 2024. URC recorded high single-digit and low double-digit volume growth across many categories, and was seeing accelerating momentum on excellent operational execution, as well as improving Philippine consumer sentiment.

   Total operating income ended at Php5.5 billion in the first quarter, up 1% vs. the same period last year. Profitability was in line with expectations, given the high base last year from commodities. Double-digit profit growth was seen in International, and in BCF Philippines ex-coffee, helping offset declines in Agro-Industrial and Commodities, as well as the impact of higher coffee costs.

   Net income was behind EBIT due mainly to higher forex gains last year. Core net income, on the other hand, was faster than EBIT growth due mainly to lower finance costs from lower debt levels related to the core business.

   Mr. Lee also made a walk through on the recent changes in the organization. With these changes in place, he said that URC is sustaining the strong momentum across the business, while strengthening foundations to drive further sustainable growth in the years to come.

   After the report of Mr. Lee, the audited financial statements for the fiscal year ended December 31, 2024 ("2024 Audited Financial Statements") was moved and seconded for approval. The Chairman then called on the Corporate Secretary to present the results of voting for the 2024 Audited Financial Statements.

   The Corporate Secretary reported that stockholders representing 75.15% of the total outstanding shares of the Corporation have approved the 2024 Audited Financial Statements as presented. The report of the President was also duly noted.

   *Voting results on this agenda item are as follows:

   Votes In Favor		Votes Against		Votes Abstaining
   Number of shares	% to Outstanding	Number of shares	% to Outstanding	Number of shares	% to Outstanding
   1,607,438,010	75.15	84,780	0	97,320	0

   *Voting results are subject to validation of Punongbayan & Araullo (Grant Thornton Philippines)

   The resolution of the stockholders covering this agenda item can be found below:

   Stockholders Resolution: Approval of Audited Financial Statements for 2024

   "RESOLVED, that the audited financial statements of Universal Robina Corporation for the fiscal year ended December 31, 2024 are hereby approved."

5. ELECTION OF BOARD OF DIRECTORS

   The Chairman informed the stockholders present that the next item in the agenda is the election of the members of the Board of Directors. The Corporate Secretary was requested to read the names of the incumbent members of the Board of Directors who are as follows:

   1. James L. Go

   2. Lance Y. Gokongwei

   3. Irwin C. Lee

   4. Patrick Henry C. Go

   5. Johnson Robert G. Go, Jr.

   6. Christine Marie B. Angco - Independent director

   7. Cesar V. Purisima - Independent director

   8. Rizalina G. Mantaring - Independent director

   9. Antonio Jose U. Periquet, Jr. - Independent director

   The Chairman then requested for the list of the nominees for election to the Board of Directors and the voting results. The Corporate Secretary then stated that, in accordance with the nomination process contained in the By-Laws of the Corporation, the following were nominated for election as members of the Board of Directors:

   1. James L. Go

   2. Lance Y. Gokongwei

   3. Irwin C. Lee

   4. Patrick Henry C. Go

   5. Johnson Robert G. Go, Jr.

   6. Christine Marie B. Angco - Independent director

   7. Cesar V. Purisima - Independent director

   8. Rizalina G. Mantaring - Independent director

   9. Antonio Jose U. Periquet, Jr. - Independent director

   The nominations were then moved and seconded. As a result of the tabulation of the votes in favor of those nominated, the following were declared as the duly elected members of the Board of Directors of the Corporation for the ensuing year, until their successors shall have been elected and qualified:

   1. James L. Go

   2. Lance Y. Gokongwei

   3. Irwin C. Lee

   4. Patrick Henry C. Go

   5. Johnson Robert G. Go, Jr.

   6. Christine Marie B. Angco - Independent director

   7. Cesar V. Purisima - Independent director

   8. Rizalina G. Mantaring - Independent director

   9. Antonio Jose U. Periquet, Jr. - Independent director

   The voting results for the election of the members of the Board of Directors of the Corporation are as follows:

   Nominee	Votes In Favor		Votes Against		Votes Abstaining
   	Number of shares	% to Outstanding	Number of shares	% to Outstanding	Number of shares	% to Outstanding
   1. James L. Go	1,504,728,692	70.35	83,884,178	3.92	0	0
   2. Lance Y. Gokongwei	1,576,054,159	73.68	12,476,129	0.58	0	0
   3. Irwin C. Lee	1,586,650,478	74.18	1,879,810	0.09	0	0
   4. Patrick Henry C. Go	1,578,684,439	73.81	9,845,849	0.46	0	0
   5. Johnson Robert G. Go, Jr.	1,581,125,050	73.92	7,405,238	0.35	0	0

   Nominee	Votes In Favor		Votes Against		Votes Abstaining
   	Number of shares	% to Outstanding	Number of shares	% to Outstanding	Number of shares	% to Outstanding
   6. Christine Marie B. Angco	1,577,413,268	73.75	11,116,870	0.52	150	0
   7. Cesar V. Purisima	1,573,935,833	73.58	14,594,305	0.68	150	0
   8. Rizalina G. Mantaring	1,586,994,393	74.19	1,535,745	0.07	150	0
   9. Antonio Jose U. Periquet, Jr.	1,530,215,575	71.54	58,314,563	2.73	150	0

   *Voting results are subject to validation of Punongbayan & Araullo (Grant Thornton Philippines).

   The resolution of the stockholders covering this agenda item can be found below:

   Stockholders Resolution: Election of the Board of Directors

   "RESOLVED, that the following are hereby elected as members of Board of Directors of Universal Robina Corporation for the ensuing year:

   1. James L. Go

   2. Lance Y. Gokongwei

   3. Irwin C. Lee

   4. Patrick Henry C. Go

   5. Johnson Robert G. Go, Jr.

   6. Christine Marie B. Angco - Independent director

   7. Cesar V. Purisima - Independent director

   8. Rizalina G. Mantaring - Independent director

   9. Antonio Jose U. Periquet, Jr. - Independent director

6. APPOINTMENT OF EXTERNAL AUDITOR

The Chairman moved to the next item in the agenda which is the appointment of the External Auditor of the Corporation for the ensuing year. A stockholder nominated the accounting firm of SyCip Gorres Velayo C Co. (SGV C Co.). This was moved and seconded. The Chairman then called on the Corporate Secretary to present the results of the voting for this agenda item.

The Corporate Secretary reported after tabulation of the votes, the appointment of the auditing firm of SyCip Gorres Velayo C Co. as the External Auditor of the Corporation for fiscal year 2025 was approved by stockholders holding 1,585,819,038 common shares which represent 74.14% of the total outstanding shares.

*Voting results on this agenda item are as follows:

*Voting results are subject to validation of Punongbayan & Araullo (Grant Thornton Philippines)

The resolution of the stockholders covering this agenda item can be found below:

"RESOLVED, that the appointment of the accounting firm of SyCip Gorres Velayo C Co. as the External Auditor of Universal Robina Corporation for the fiscal year 2025 is hereby approved."

1. RATIFICATION OF ALL ACTS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES, OFFICERS, AND MANAGEMENT SINCE THE LAST ANNUAL MEETING

   The Chairman then proceeded to the next item in the agenda which is the ratification of all the acts of the Board of Directors and its committees, officers, and management of the Corporation for the period beginning from the last annual meeting of the stockholders up to the current annual meeting of the stockholders, as duly recorded in the corporate books and records of the Corporation.

   The Corporate Secretary explained that the list of acts for ratification was made available to the stockholders by showing the link and QR code to the said list prior to the meeting. A stockholder moved and seconded that all the acts of the Board of Directors and its committees, officers, and management of the Corporation for the period beginning from the last annual meeting of the stockholders up to the current annual meeting of the stockholders, as duly recorded in the corporate books and records of the Corporation be approved.

   The Corporate Secretary reported that, after tabulation of the votes, stockholders holding 1,605,460,355 common shares which represent 75.06% of the total outstanding capital stock of the Corporation have confirmed and ratified the acts of the Board of Directors, and its committees, officers, and management of the Corporation for the period beginning from the last annual meeting of the stockholders up to the current annual meeting of the stockholders, as duly recorded in the corporate books and records of the Corporation.

   *Voting results on this agenda item are as follows:

   Votes In Favor		Votes Against		Votes Abstaining
   Number of shares	% to Outstanding	Number of shares	% to Outstanding	Number of shares	% to Outstanding
   1,605,460,355	75.06	510,935	0.02	0	0

   *Voting results are subject to validation of Punongbayan & Araullo (Grant Thornton Philippines)

   The resolution of the stockholders covering this agenda item can be found below:

   Stockholders Resolution: Ratification of Acts "RESOLVED, that all the acts of the Board of Directors and its committees, officers and management of Universal Robina Corporation ("Corporation") for the period beginning from the last annual meeting of the stockholders up to the current annual meeting of the stockholders, as duly recorded in the corporate books and records of the Corporation, be hereby confirmed and ratified."
2. CONSIDERATION OF SUCH OTHER MATTERS AS MAY PROPERLY COME DURING THE MEETING

   The Chairman informed those present that the President and Chief Executive Officer of the Corporation, Mr. Irwin C. Lee, shall respond to questions which were submitted by stockholders through email.

   Mr. Lee expressed his gratitude to those who have sent their questions and he responded to the following questions which were asked by stockholders:

   1. Given the positive volume momentum that URC saw in the first quarter, what's your outlook for the balance of the year? What are you seeing so far on the ground?

      Mr. Lee said that the expectation is for the momentum to accelerate. The interventions done by the Business Units in the past were bearing fruit into 2025. He said that URC is also benefitting from more positive consumer sentiment in the Philippine with easing

      inflation. The Company is seeing continued volume growth that is expected to carry through across all the business units. Mr. Lee said that there are still some watch outs on the uncertainty from international events such as the tariff environment, but the Company is prepared to counteract any measures and slowdowns. He said that the businesses are gearing up for a continued strong growth momentum for the balance of 2025.

   2. The Company has disclosed that the costs of coffee and cocoa are rising significantly. How will this affect the Company's margins and what is the Company doing to mitigate the impact?

      Mr. Lee said that the two most critical commodities that the Company is dealing with are coffee and cocoa. The Company has put programs in place to deal with their rising costs. First, the Company makes sure that it has supply resiliency and it has all the volumes needed to support the business. He said that URC has volume contracts to protect it until end of the year. Secondly, on costs, the Company was able to buy better than market and cover itself for the next few months until end of the year. He said thought that these costs continue to be volatile, but the Company has been able to buy better than the market.

      In addition, Mr. Lee said that the Company is looking at how it can accelerate some of the cost savings programs within the businesses to counter some of the impact of coffee and cocoa. So far, the Company has been able to protect the margins particularly on the cocoa side where most of the products will have a variety of other ingredients. Mr. Lee said that it is more difficult in the coffee side because not much goes into coffee apart from primarily coffee. Therefore, this is where the Company will need to have more interventions on the cost side and inherently cover the balance of the impact. The Company has also taken some pricing actions but it also takes cues from the market movement of the market leader. There have been two to three price increases related to coffee in the past and the expectation is that there will be some more interventions that will be needed for the balance of the year.

3. ADJOURNMENT

In response to the question of the Chairman on whether there were any other matters to be taken up, the Corporate Secretary replied that there were none.

A stockholder then moved for the adjournment of the meeting, which was accordingly seconded.

As the meeting ended, the Chairman thanked the Board of Directors, management, employees, and shareholders for the continued trust and support over the years. He said that URC is looking forward to share its achievements for 2025, as the company continues to do its part in nation-building and creating shared value for all its stakeholders -- tireless employees, the communities where it operates, retailer and supplier partners, trusting consumers, and its shareholders.

The Chairman finally marked the end of the 2025 Annual Stockholders' Meeting of the Corporation. Those present were reminded that a link where a replay of the meeting may be viewed will be made available at the website of the Corporation.

Corporate Secretary