Maxs Group Inc - Description

LEGAL STATEMENT
The Information contained within the Service is either licensed from

third party information providers or is the intellectual property of EMIS.
This information –including the document to be made available to you- is
therefore protected by copyright laws, database rights, trademarks
and/or patents owned by the relevant party.
Except as otherwise permitted in the agreement (if any) between

the Subscriber and EMIS, or as otherwise expressly approved in writing
by EMIS, any reproduction, publishing, redistribution, sell, broadcast or
circulation of the Information to any third party is strictly prohibited. No
rights are granted to the Subscriber except the limited use rights. The
Subscriber may not store in electronic form any shared library or archive
of Information which could be used as a research application nor
remove, conceal or alter any copyright notices contained in the Service
or in this document.
SEC Number: A2000-03008
File Number
MAX’S GROUP, INC.

_________________________________________________
(Company’s Full Name)
11/F Ecoplaza Building

2305 Chino Roces Avenue Extension
Makati City
______________________________________
(Company’s Address)
(632) 784-9000
______________________________________
(Telephone Number)
December 31
______________________________________
(Calendar Year Ending)
(month and day)
Form 17-A Annual Report

______________________________________
Form Type
______________________________________
Amendment Designation (If applicable)
December 31, 2015

______________________________________
Period Ended Date
______________________________________
(Secondary License Type and File Number)
EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

Downloaded by ateneo@edu from 202.125.103.33 at 2019-05-18 08:52:22 BST. EMIS. Unauthorized Distribution Prohibited.
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A
ANNUAL REPORT PURSUANT TO SECTION 17
OF THE SECURITIES REGULATION CODE AND SECTION 141
OF CORPORATION CODE OF THE PHILIPPINES
1. For the year ended December 31, 2015
2. SEC Identification Number A2000-03008
3. BIR Tax Identification No. 205-357-210-000
4. Exact name of registrant as specified in its charter MAX’S GROUP, INC.
5. Manila, Philippines
Province, Country or other jurisdiction of incorporation or organization
6. (SEC Use Only)

Industry Classification Code:
7. 11/F Ecoplaza Building, 2305 Chino Roces Avenue Ext., Makati City
Address of principal office
1231
Postal Code
8. (632) 784-9000
Registrant's telephone number including area code
9. Pancake House, Inc., 2259 Chino Roces Avenue Ext., Makati City
Former name, former address, and former fiscal year, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of
the RSA
Number of Shares of Common Stock

Title of Each Class Outstanding and Amount of Debt
Outstanding
Max’s Group, Inc. 1,087,082,024 Shares

Common Stock
11. Are any or all of these securities listed on the Philippine Stock Exchange.
Yes [ x ] No [ ]
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 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 12 months (or for such shorter period that
the registrant was required to file such reports);
Yes [ X ] No [ ]
(b) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [ X ]
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.
Number of Shares Owned by Non-Affiliates (Public) 242,392,378

Average Price as of March 31, 2016 P22.70
Aggregate Market Value of Voting Stock Held by
P5,502,306,980.60
Non-Affiliates (Public) as of March 31, 2016
APPLICABLE ONLY TO ISSUERS INVOLVED IN

INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS
DURING THE PRECEDING FIVE YEARS.
14. Check whether the issuer has filed all documents and reports required to be filed
by Section 17 of the Code subsequent to the distribution of securities under a
plan confirmed by a court or the Commission.
Yes [ X ] No [ ]
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: (Not Applicable)
(a) Any annual report to security holders;
(b) Any proxy or information statement filed pursuant to SRC Rule 8.1-1.
(c) Any prospectus filed pursuant to SRC Rule 8.1-1.

MAX’S GROUP, INC.
TABLE OF CONTENTS
SEC FORM 17-A
Page
PART I - BUSINESS AND GENERAL INFORMATION
Item 1. Business 1-32

Item 2 Properties 32-34
Item 3 Legal Proceedings 34-37
Item 4 Submission of Matters to a Vote of Security Holders 37
PART II - OPERATIONAL AND FINANCIAL INFORMATION
Item 5 Market for Issuer’s Common Equity and Related Stockholder 38-40
Matters
Item 6 Management’s Discussion and Analysis or Plan of Operation 40-59
Item 7 Financial Statements 59
Item 8 Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 59
PART III - CONTROL AND COMPENSATION INFORMATION
Item 9 Directors and Executive Officers of the Issuer 60-65

Item 10 Executive Compensation 66-67
Item 11 Security Ownership of Certain Beneficial Owners and
Management 67-69
Item 12 Certain Relationships and Related Transactions 69-70
PART IV - EXHIBITS AND SCHEDULES
Item 13 Exhibits and Reports on SEC Form 17-C (Current Report) 71-72
Item 14 Corporate Governance 72
SIGNATURES 73
STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR 74

SEPARATE FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY 75

SCHEDULES

PART I - BUSINESS AND GENERAL INFORMATION
Item 1. Business
Nature of Business and Brief Historical Background
The Company
In 2014, the Company underwent a change in control and significant expansion of its business
and operations. After the completion of a tender offer to acquire the shares of the public
shareholders and the disposition by Pancake House Holdings, Inc. and the Aureos Group of
their respective interests in the Company on February 24, 2014, the Max’s Group of Companies
shareholders beneficially took control of approximately 89.95% of the Company and
subsequently integrated all of their interest in the Max’s Entities into the Company. With the
combination of all 14 brands under its portfolio, the Company secured its position as the leader
in the casual dining full-service restaurant industry in the Philippines.
Since its incorporation in March 2000, the Company’s operating history can be characterized by
a successful track record of developing, acquiring, managing and franchising restaurants under
numerous well-known brands.
The Company’s leading brands, Max’s Restaurant, Pancake House, Yellow Cab and Krispy
Kreme remain at the forefront of the business. The Company’s operation of global brands
Krispy Kreme and Jamba Juice in the Philippines also allowed these brands to gain a strong
foothold in the Philippines and even benchmark themselves internationally in terms of product
quality and development. Teriyaki Boy and Dencio’s continue to enjoy a high level awareness
and specialty brands Maple, Kabisera ng Dencio’s, Sizzlin’ Steak, Le Coeur De France and
Singkit have gained ground over their years of operation and still exhibit a considerable
potential for growth. All together, the brands complement one another and command growing
loyalty among their respective niches in the casual dining market.
The Star Brands
Max’s Restaurant
Max’s Restaurant is the Company’s flagship brand. The rich heritage and trusted brand of Max’s
Restaurant comes from a proven track record in delivering world-class food with the best
quality of customer service. With 70 years of experience, the brand’s popularity is evidenced by
Max’s Restaurants’ clear dominance of its market segment. Based on 2015 Euromonitor report,
it has a market share of 11.0% in the chained full service restaurants category. Max’s is a
brand driven by passion and excellence. It is a Filipino tradition passed down from generation
to generation, serving excellent food and creating the best customer experience which has
enabled it to continue to grow. It is a restaurant that bears witness to the Filipinos’ love of
food, family and celebrations. It started as a family-oriented destination but has evolved and
adapted to the changing Filipino lifestyle and dining behavior.

Max’s Restaurant has different store formats and flexibility of menu, which enables it to cater to
different customer appetites, preferences and paying capacity. It has consistently sustained its
market relevance by keeping its commitment to food quality and service and value-for-money
proposition in an ever-changing consumer landscape and remains to be a trusted brand. Max’s
core product, the Fried Chicken, comes from a secret recipe that has been passed on through
generations. Its crispy skin and delicious, tender meat allow the diners to consume it all the
way to the bone, prompting the adoption of the brand’s official tagline, “Sarap to the Bones.”
The name Max’s is almost synonymous to fried chicken in the Philippines. In addition, Max’s
Restaurant counts among its bestsellers classic Filipino favorites like Kare Kare, Crispy Pata,
Pancit Canton and Lumpiang Ubod.
The following table shows the total number of stores from 2013 up to 2015:
Stores 2013 2014 2015

Company
Owned 74 80 83
Franchised 63 66 72
International 14 15 21
Total 151 161 176
Pancake House
The first Pancake House restaurant opened in Magallanes in 1970 and since then, Pancake
House established itself as a reputable Philippine food brand by introducing freshly made
pancakes and waffles in varied flavors to a predominantly rice-based consuming market. Eight
years later, it successfully launched its first franchised outlet in Greenhills, San Juan, and
thereafter, more Pancake House outlets were opened in strategic sites. Over the years,
Pancake House continued to broaden its footprint throughout the country. The brand became
strongly associated with delicious comfort food, warm personalized service, and a homey
atmosphere for diners. The Company expanded its operations steadily, requiring the setting up
of a central commissary to support the logistical and operational needs of the growing number
of restaurants.
The brand has been consistently equated with “comfort food” through the enduring appeal of
its bestsellers, pancakes, waffles, pan chicken, tacos and spaghetti, which are constantly
complemented by newer favorites that are aligned with its promise of always “Bringing Home
Goodness”. The Company continuously makes the brand relevant by introducing new items in
the menu, which adds to the variety that its customers look forward to, and eventually become
their new favorites.
According to 2015 Euromonitor report, it has a market share of 6.3% in the chained full service
restaurants category.
Commencing in 2014, the Company initiated programs that will give the brand a new look,
update the store design and improve the customer experience. It continues to reinforce its
image as a brand that remains fresh and evolving with the continuously changing tastes and
preferences of the consumers while capitalizing on the all-day dining appeal of Pancake House.

Besides Company-owned stores, Pancake House also owns and operates several Joint Venture
companies to hold its investments in Pancake House Franchises:
Name of Joint Venture Date Established/Start of Commercial

% JV Stores
Company/Partner Operations
PCK-MTB, Inc.
Pancake House, Inc. 60%

Harbourview, CCP Incorporated on 1/05
Started operations in 4/05
MTB Culinary, Inc. 40%
PCK Bel-Air, Inc.

One Destination, Incorporated on 2/05
IFS Realty Managers & Agents Tagaytay Started operations in 4/05
49%
Inc.
PCK MSC, Inc.
Incorporated on 11/07
Cash & Carry
Makati Supermarket, Inc. 50%
PCK Boracay, Inc.

Ma. Rosanna P. Velhagen 20% D’ Mall, Boracay Started operations in 10/10
Bernadette C. Abierra 20%
PCK LFI, Inc.

Makati Medical Incorporated on 01/11
Center Started operations on 04/11
Londay Food, Inc. 30%
PCK-N3, Inc.
Pancake House, Inc. 51% Incorporated on 01/11

NAIA Terminal 3 Started operations on 05/11
LVC Food Inc. 49%
PCK Estancia Capitol Inc.
Max’s Group Inc. 60% Incorporated on ___

Estancia Mall Started operations on 01/15
3K Bfusion Corp. 40%

Stores 2013 2014 2015

Company
Owned 36 43 53
Franchised 59 59 62
Joint Venture 11 7 7
International 6 7 8
Total 112 116 130
Yellow Cab Pizza
Yellow Cab Pizza is a key brand in the pizza category, which the Company believes has the
biggest growth opportunity, both domestically and overseas. On account of the brand’s very
strong association with its brand cues--the checkers, the color yellow, vespa bikes used for
delivery and its industrial-look pizza box -- it is in a unique position to increase its market share.
Yellow Cab Pizza primarily serves New York-style premium pizza in a fast casual dining setting.
Its popular products include New York’s Finest pizza, Dear Darla pizza, Charlie Chan Chicken
Pasta, Hot Wings, Baked Potato Wedges” and Ice Cream. With its large portion sizes and
premium pricing, Yellow Cab Pizza mainly targets groups in the mid-market and upper- markets
customer segments. To address the growing need of quick, personal sized meals, Yellow Cab
Pizza introduced the My Size Folded Pizza in unique variants.
Targeting the millennials, the segment of the population with an increasing purchasing power,
the brand continuously innovates premium products to entice and excite customers to frequent
Yellow Cab stores. Yellow Cab was first established in 2001 with its first store located in Makati
Ave. In 2002, the first local franchise store opened in Tomas Morato and had its first
international franchisee in 2007.
Stores 2013 2014 2015

Company
Owned 85 95 105
Franchised 15 13 19
Joint Venture 2 2 1
International 6 6 6
Total 108 116 131

As part of Yellow Cab’s expansion strategy to reach provincial markets, it partnered with
investors to own and operate a Yellow Cab Pizza store in a key location:
Name of Joint Venture % JV Store Date Established/

Company/Partner Ownership Start of Operations
YCPI Pizza Ventures, Inc.
Yellow Cab Food Corp. 55% Incorporated on 11/12

Laoag Started operations on
Papad, Inc. 45% 12/12
Krispy Kreme
Krispy Kreme Philippines holds the exclusive license to operate Krispy Kreme in the Philippines.
Krispy Kreme is an international retailer of premium-quality sweet treats, including its hot melt
in-your-mouth Original Glazed doughnut. Headquartered in Winston- Salem, North Carolina,
USA, the brand has offered the highest-quality doughnuts and great- tasting coffee since it was
founded in 1937.
The Krispy Kreme brand has several unique elements that have helped create a special bond
with its customers. The doughnuts, the signature product of the brand, which are made from a
secret recipe, have a one of a kind taste that generations of loyal customers have grown to
love. In order to enhance the appeal of the brand across all customer segments and generate
continued excitement for the brand’s products, initiatives have been taken by Krispy Kreme
Philippines to spearhead growth, including prompting the strategic alliance with Hershey’s for
the development of new flavors and products for the Krispy Kreme brand in the Philippines. It is
this local initiative that was taken up by Krispy Kreme International and was promoted globally.
Krispy Kreme Philippines also claimed a “firsts” for itself when its branch in Greenhills being
hailed as the First Drive thru in Asia when it opened in 2007.
Krispy Kreme International has consistently recognized the Philippine operations for its
excellence in hospitality/service, product quality, marketing, and operations and as such has
requested assistance in providing training and support for 7 international markets.
Krispy Kreme has achieved a nationwide appeal and has been able to penetrate the market
outside Metro Manila to become a nationwide brand. The Company makes a conscious effort to
cause Krispy Kreme Philippines to operate the brand and offer products in a manner that will
make them become part of a lifestyle
Stores 2013 2014 2015

Company
Owned 47 60 75
Total 47 60 75

The Invigorate Brands
Teriyaki Boy
The Company owns 70% of Teriyaki Boy Group, Inc. (TBGI), whose brand Teriyaki Boy remains
number one in Japanese casual food service in terms of number of stores. A Usage Attitude
Image (UAI) study conducted by an independent research agency reported that Teriyaki Boy’s
recall as a Japanese restaurant among the 18-36 ABC Manila segment is at a high of 93%.
Teriyaki Boy remains popular for its family-oriented restaurants offering a wide variety of
affordable, Japanese food.
TBGI is in the process of implementing an aggressive rebranding campaign, which aims to bring
back the authenticity of an affordable Japanese dining experience. This involves an
enhancement of its menu and updating of its logo and interiors, thus communicating the
brand’s thrust of keeping pace with its young and discriminating market.
Consistent with these efforts, TBGI has also tapped a Japanese chef to create exciting new
dishes and maintain high levels of quality in ingredients and cooking procedures. Improved
products are also being introduced to increase the brand’s value proposition, which is expected
to translate to a higher transaction count. In July, 2014, Teriyaki Boy launched its Teriyaki
Bowls promo systemwide, and, is being rolled out to all Teriyaki Boy stores in the 2nd half of
2014. Additional promos “Make-Your-Own-Bento” and the “P99 Ramen” are also being
introduced.
The original founder, Mr. Bryan Tiu, has been active in working with the Group in helping
revitalize the brand and increase its value proposition of affordable Japanese dining. Mr. Tiu
also holds 30% of TBGI. Teriyaki Boy stores are targeted toward locations that assure market
sustainability, and a periodic assessment of existing store locations is done by the Company.
Citing 2015 Euromonitor report, Teriyaki Boy has a 2.5% market share in the chained full
service restaurants category.
TBGI owns several Joint Venture/Subsidiary Companies to operate Teriyaki Boy Franchisees:
Name of Joint Venture % Date Established/

Company/Partner Ownership JV Store Start of Operations
TBGI-Marilao, Inc.
Teriyaki Boy Group, Inc. 51%

Petron Marilao
IFS Realty Managers & Agents, Started operations in 07/06
49%
Inc.
TBGI-Tagaytay, Inc.

AnalynTolentino 40% Tagaytay Started operations in 11/06
Ian Henry Cang 20%

Name of Joint Venture % Date Established/
Company/Partner
Ownership JV Store Start of Operations
TBGI-Trinoma, Inc.

Trinoma Mall
Azenith Group Holdings, Inc. 40%
TBOY-MS, Inc.

Cash & Carry
Makati Supermarket Corp. 50%
PCK-Palawan, Inc.
Pancake House, Inc. 60% Wilcon, Visayas Avenue
Calanoc& Sons Dev. Co. 40% Robinsons Palawan
Stores 2013 2014 2015

Company
Owned 20 19 16
Franchised 11 8 7
Joint Venture 6 5 3
Total 37 32 26
Dencio’s
The Company acquired Dencio’s in 2004. Having popularized the restobar concept, it has
evolved into a Filipino favorite popular among families, balikbayans and professionals alike. Its
appeal is based on its signature Filipino dishes like sisig, complemented by a variety of drinks in
a relaxed ambiance that distinguish its restaurants as a choice destination. The Company aims
to have a Dencio’s restaurant in key cities nationwide, and plans to open 2 to 3 new restaurants
every year over the next 5 years.
The Company has initiated the revitalization of Dencio’s with the participation of its original
founder, Mr. Dennis Nakpil. The Company owns and operates one joint venture company,
DFSI-One Nakpil, Inc. to hold its investment in an outlet located at Harbour Square at the
Cultural Center of the Philippines Complex, which started operations in April 2005. Based on
2015 Euromonitor report, Dencio’s has a market share of 0.8% in the chained full service
restaurants category.

The Company owns and operates one Joint Venture company to hold its investment in a
franchised outlet:
Name of Joint Venture % JV Store Date Established/

Company/Partner Ownership Start of Operations
DFSI-One Nakpil, Inc.

Harbour Square, CCP
One Nakpil Global Ventures, Inc. 40%
Stores 2013 2014 2015

Franchised 14 10 9
Joint Venture 1 1 1
Total 15 11 10
Sizzlin’ Steak
Sizzlin’ Steak is a homegrown brand operated by TBGI. It offers high quality beef, special
sauces, and a hot-plate system, served within an environment that puts a premium on product
quality and service speed. After piloting a new format for an existing store proved successful,
stores are now being reformatted to undertake more of the same type of operations with a new
menu design.
Stores 2013 2014 2015

Company
Owned 14 11 9
Franchised 2 2 2
Total 16 13 11

The Niche Brands
Jamba Juice
Fresh Healthy Juice Boosters, Inc. holds the license to operate Jamba Juice in the Philippines.
Founded in California, USA, back in the 1990s, Jamba Juice is the leading healthy active
lifestyle brand with over 800 stores worldwide.
The brand continues to target a growing market that values an active and healthy lifestyle. The
Company believes that Jamba Juice is well positioned to capitalize on the growing trend toward
health and wellness.
Jamba Juice Philippines most popular product is its wide selection of all-natural, whole-fruit
“better-for-you” beverages. It offers whole-fruit smoothies, freshly squeezed fruit juices, “fruit-
and-veggie” smoothies, steel cut organic oatmeal, fruit parfait and baked goods.
In 2015, Jamba Juice pioneered its first franchised store located in Solenad Nuvali, Laguna.
Stores 2013 2014 2015

Company
Owned 9 15 19
Franchised - - 1
Total 9 15 20
Le Coeur de France
In February 2008, the Company acquired Boulangerie Francaise, Inc., which owns and operates
Le Coeur de France. With a name that means “The Heart of France,” Le Coeur de France is a
French-inspired coffee shop, restaurant, and boulangerie that offers assorted artisan breads
baked fresh daily. Its menu also consists of soups, pasta, gourmet sandwiches, and pastries. It
also supplies baked products to other institutions on a wholesale basis. Recently, the Company
winded down store operations of Le Coeur De France but will keep the brand and revisit its
business model. It will continue to serve its institutional client base.
Stores 2013 2014 2015

Company
Owned 13 13 4
Total 13 13 4

Kabisera
In May 2008, the Company established an upscale arm “Kabisera ng Dencio’s” to build on the
Dencio’s brand, offering premium-quality Filipino cuisine to the high-end market. Kabisera has
since grown into its own identity as a go-to dining establishment, providing a premium Filipino
dining experience, a place where foreigners and young professionals enjoy unwinding over
drinks and exceptional Filipino food. Kabisera ng Dencio’s is located in Bonifacio High Street,
Bonifacio Global City in the City of Taguig, Metro Manila. Consistent with the aspiration of the
shareholders and management, the Company plans to expand the operations of Kabisera ng
Dencio’s to showcase the best of authentic Filipino cuisine in an upscale, contemporary format.
After completing its renovation, Kabisera reopened its doors in the last quarter of 2015
showcasing a refreshed look and improved menu.
Stores 2013 2014 2015

Company
Owned 1 1 1
Total 1 1 1
Maple
Maple was conceptualized and introduced by the Company to seize new opportunities in a
growing affluent dining market. With a wide array of choices that build on flavors found in the
coastal towns of America, Maple brings the best of elevated American comfort food to the
plates of its customers. Maple is characterized by its warm interiors, big servings and premium
food offerings. It also doubles as an incubation facility for chef made recipes. Recently, the
Company rationalized store operations of Maple but maintains a lone venue in San Antonio
Plaza Arcade Makati City.
Stores 2013 2014 2015

Company
Owned 3 4 3
Total 3 4 3
10

Other Brands
Max’s Corner Bakery
Max’s Corner Bakery was started by Ruby Trota in the early 1960s in Sucat, Paranaque.
Famous for its caramel bars, the bakery started with dinner rolls which were known to perfectly
complement Max's Fried Chicken, and provided the occasion cakes for all the special events
hosted in Max’s Restaurants, from baptisms to birthdays to graduations and weddings.
The brand expanded by offering new products such as ensaymada, food-for-the-gods, and jelly
rolls from its own designed bakery counter. From just being a supplier of Max’s Restaurants, it
has become its own standalone brand with its own line of retail products with a growing
contribution to Group revenues. Today, Max’s Corner Bakery offers “grab-and-go” bread,
pastries, and cakes.
It is currently co-located within the Max’s Restaurant outlets. Max’s Corner Bakery also caters
to both retail and institutional clients like Philippine Airlines and major food establishments in
the country. Plans are underway for Max’s Corner Bakery to locate in supermarkets and other
retail establishments.
Revenue Sources
The Company and its operating subsidiaries’ revenue sources, listed by size of contribution, are:
(i) Restaurant sales from company-owned stores (includes dine-in, take-out & delivery and
catering services); ii) Commissary sales to franchised stores; and iii) Fees from franchisees
consisting of one-time franchise fees and continuing licensing fees.
Revenue contributions by revenue source for 2013 to 2015 are as follows:
In Millions 2013 2014 2015

Restaurant 3,103 4,191 8,594
Commissary 503 518 1,282
Franchising 145 156 498
Restaurant Sales
Store sales refers to items bought in the restaurant including delivery and are recognized when
the related orders are served. The Company generates revenues from its stores from Dine-in,
Take-out and Delivery. Majority of store sales come from Dine-in, with the exception of Yellow
Cab where Delivery Sales is a significant contributor. Each brand follows different service
formats depending on their respective market needs, products, and restaurant concepts. Most
are table-serve, except for Yellow Cab, which is counter-serve.
11

Commissary Sales
Commissary sales pertains to good sold to franchisees and external parties and are recognized
upon delivery of orders. The commissaries use efficient and well-maintained equipment, and
are able to produce all the requirements covering all the existing as well as additional stores.
Since all commissaries supply the proprietary products and numerous other items essential to
operating the stores, the Company is able to uphold the quality standards of every item served
in all restaurants. Institutionalized processes and manufacturing methods further assure
product consistency and quality.
Franchise Income
Franchise income is derived from fees charged for the use of continuing rights granted in
accordance with the franchise agreement, or other services provided during the period of the
franchise agreement. The Company generates one-time franchise and development agreement
fees when a store is sold as a franchise. Following the franchise agreement terms and
conditions, the Company, being the Franchisor, likewise generates continuing licensing fees for
the use of the brand and the operating systems. Meanwhile, the Franchisor’s obligation is to
support the Franchisees, uphold the integrity of the brand and its operating procedures, and
assist in achieving the sustainable growth of the entire business.
Enumerated below are the Franchise Fees and Continuing License Fees of the respective
brands:
Max’s Restaurant
Continuing License Fee 5% of Net Sales
Advertising and
Marketing 3.5% of Net Sales
Franchise Fee
P2,000,000.00
(exclusive of VAT)
Franchise Term 5 years
Renewal Term Renewable twice, for 5 years each
Pancake House
Continuing License Fee 9% of Net Sales inclusive of Marketing
Franchise Fee
P1,250,000.00
(exclusive of VAT)
Renewal Term 5 years
Yellow Cab Pizza

Franchise Fee
P1,250,000.00
(exclusive of VAT)
12

Teriyaki Boy
Franchise Fee
P1,000,000.00
(exclusive of VAT)
Dencio’s
Franchise Fee
P1,000,000.00
(exclusive of VAT)
Sizzlin’ Steak
Franchise Fee
P1,000,000.00
(exclusive of VAT)
Jamba Juice
Continuing License Fee 8.5% of Net Sales inclusive of Marketing
Franchise Fee P500,000 (Flexible)
(exclusive of VAT) P375,000 (Kiosk)
Principal Products
Listed below are products to which every brand is known for and are considered the top-
sellers:
Max’s Restaurant
• Fried Chicken
• Kare-Kare
• Crispy Pata
• Pancit Canton
• Lumpiang Ubod
Pancake House
• Pancakes and Waffles
• Best Taco in Town
• Pan Chicken
• Spaghetti with Meat Sauce
• Beef Tapa
13

Yellow Cab
• New York’s Finest
• Craft Pizza
• Charlie Chan Chicken Pasta
• Four Seasons
• Dear Darla
Krispy Kreme
• Original Glazed Doughnut
• Coffee
Teriyaki Boy
• Teriyaki Boy Chicken
• California Roll
• Katsudon
• Ebi Tempura
• Gyuniku Teriyaki
Dencio’s/Kabisera ng Dencio’s
• Sisig
• Kare-Kare
• Inihaw na Pusit
• Inihaw na Liempo
• Krispy Pata
Sizzlin’ Steak
• Beef Pepper Rice
• Beef Pepper Pasta
• Beef Kimchi Rice
• Nachos
• Salmon Pepper Rice
Le Coeur de France
• Butter and Chocolate Croissant
• Feuilletes
• Banana Walnut Muffin
• Garlic Bread
• Cinnamon Rolls
Jamba Juice
• Banana Berry Smoothie
• Strawberries Wild Smoothie
• Peach Pleasure Smoothie
14

Maple
• Prime Rib Tapa
• Eggs Benedict
• The Maple Burger
• Spaetzle Jambalaya
• Huevos Rancheros
Max’s Corner Bakery

• Caramel Bars
• Ensaymada
• Jelly Rolls
Supply Chain and Commissary
As of December 31, 2015, the Company operates 3 commissaries that services all of its
production, distribution and storage requirements in the Philippines across its brands. No Bia
and STI primarily supply to outlets located throughout the country. Both commissaries are
situated within Metro Manila. In 2015, Krispy Kreme inaugurated its own support facility located
in Pasig City to handle the delivery and processing of materials needed by the brand. Yellow
Cab Pizza has toll manufacturers supplying its raw and processed requirements.
The No Bia and STI commissaries are governed by the National Meat Inspection Service
(“NMIS”) with yearly evaluation and accreditation. NMIS is responsible to implement policies
and procedures and rules relative to production of raw materials local and imported, through
the various stages of handling, inspection, processing, storage and preservation of such
products.
Both commissaries received an “AAA” accreditation as well as passed the “Current Good
Manufacturing Practices” audit from the said agency. NMIS inspects the commissaries policies
and procedures including layout and infrastructure and meat handling and processing
procedures. To ensure compliance to NMIS standards, the agency’s officers are stationed in the
commissaries regularly and monitor the operations of the commissaries. Aside from the NMIS
certification, No Bia and STI commissaries also have HACCP certified products (Max’s Chicken
and Max’s Crispy Pata). Accreditation is issued by Certification International, Phils. Inc., an
affiliate of the British company Certification International U.K. Ltd. HACCP certification is based
on the international code of practice and general principles of food hygiene, thus, ensuring the
safety and suitability of food for consumption. All accreditations are handled directly by the
commissaries.
Operations
Restaurant Operations
The Company believes operations to be a crucial function and the foundation of the Company’s
staying power. Store operations are varied across the brands but are all founded on the
principle of excellence, efficiency, and customer-centricity. Company-owned and franchised
stores adhere to high standards of quality and are periodically reviewed for compliance.
15

Delivery System
The Company utilizes delivery as a key customer touch point and as a means of promoting
increased accessibility for all its brands.
Business Development
At the forefront of the Company’s growth strategy is business development. The Company
continues to evaluate strategic acquisitions of other brands to add to its portfolio while
aggressively expanding the footprint and rationalizing its current portfolio of brands. The
Company is able to leverage on its assortment of brands to secure highly coveted sites and is
able to gain priority in very competitive areas. With long standing relationships with residential
and commercial real estate developers, the Company is able to locate in prime spots in malls
and residential communities.
The Company’s business development team constantly scans the domestic and international
landscape to take advantage of emerging opportunities. Understanding its target market, the
Company is able to address different market needs through its wide brand selection and various
store formats. The Company believes in right-sizing its stores to the size of the market and
intimate knowledge of the domestic and international terrain allows the Company to implement
its targeted strategy. The Company also undertakes business development efforts in bringing
international brands to the Philippines, as in the case of Jamba Juice, Krispy Kreme and The
Chicken Rice Shop. With its proven and outstanding track record of operational excellence, the
Company hopes to continue to be a preferred partner of international brand operators. The
Company constantly evaluates the balance between developing brands organically and
acquiring additional names for the portfolio. The Company considers the brands from a holistic
perspective and evaluates how each complements the overall group strategy.
Research & Development
The Company relies on research and development for continuous product and process
innovation, which the Company considers a priority in order to stay relevant in the fast
changing industry landscape.
Advertising and Marketing
The Company communicates to its customers through advertising and marketing efforts. In
addition to regular marketing activities, the Company launches special marketing campaigns to
introduce new products and sustain customer interest in mainstay offerings. As a bigger
organization, the Company has begun to experience the benefits of the corporate integration of
the Company with the Max’s Entities. The Company is able to negotiate better terms for print,
radio and TV advertising with its third party service providers and also expects to better
implement bundling strategies, using the stronger brands to promote the emerging brands.
16

Finance, Accounting and Shared Services
The Company continues to enhance its systems to centralize its finance and accounting
division. While each business unit currently employs its own accounting systems, the central
accounting division consolidates the information and processes the financial reports for use of
management and regular external reporting requirements. The Company also continues to
streamline its finance and accounting processes as it moves towards full integration of its
business units. In 2015, the Company migrated to an upgraded enterprise resource-planning
platform to streamline processes and generate efficiencies from its back-end.
International Expansion
The Company shall actively pursue new and underserved target markets, expanding the
Company’s consumer base, particularly in the global space. Recognizing the strong potential of
the following brands to establish operations offshore, the Company will be expanding Max’s
Restaurant, Pancake House, Yellow Cab, Teriyaki Boy and Sizzlin’ Steak in overseas markets. In
2015, the Company signed five developments agreements to open 15 Yellow Cab Pizza stores
in Saudi Arabia within 10 years, 10 Yellow Cab Pizza outlets in United Arab Emirates within 5
years, 8 Pancake House branches in United Arab Emirates within 5 years, 10 Sizzlin’ Steak
stores in Vietnam within 5 years and 3 Max’s Restaurants in San Diego within 5 years.
Corporate Objectives
The Company envisions building a network of 1,000 stores including 200 international by 2020.
Anchored on an aggressive rollout plan, it remains on-track with achieving this objective.
Key Business Strategies
The Company aspires to be the most-loved, top-of-mind restaurant group in the Philippines,
providing a memorable dining experience to Filipinos and other markets domestically and
overseas by leveraging its operational and management excellence and high standards of
product and service quality. The Company intends to achieve this through the following:
Grow existing brands to keep market leadership
In view of expected growth in consumer spending in Metro Manila and in other key cities, the
Company intends to intensify its efforts to grow the brands and maintain its market leadership.
Focus on leading brands
The Company will focus on its leading brands Max’s Restaurant and Pancake House, and
increase the dominance of Krispy Kreme and Yellow Cab in their respective categories. By
leveraging on the strength of these brands, the objective of the Company is to increase store
network of these brands, introduce new formats and expand their product offerings to ensure
the brands’ continued relevance and customer acceptance.
17

Invigorate Dencio’s, Teriyaki Boy and Sizzlin Steak’
Building on the strength of the brands Dencio’s and Teriyaki Boy which continue to enjoy a
strong brand recall, and the novelty introduced by Sizzlin’ Steak, the Company plans to
reposition these brands and allow them to recapture the market categories which these brands
pioneered. A component of this strategy includes rationalizing store formats, right-sizing and
conversion to franchise or another brand.
Selectively expand niche brands
In order to preserve the loyalty of the customers for niche brands Maple, Jamba Juice, Kabisera
and Le Coeur de France, the Company will harness the potential of these brands by selectively
expanding in choice locations and markets.
Increase revenues by expanding international operations
The Company shall actively pursue new and underserved target markets, expanding the
Company’s consumer base, particularly in the global space. Recognizing the immediate
potential of the following brands to establish offshore operations, the Company will be
expanding Max’s Restaurant, Pancake House, Yellow Cab Pizza, Teriyaki Boy and Sizzlin Steak’
in overseas markets.
Complete the integration
On 24 February 2014, the Max’s Group completed the acquisition of Pancake House and its
portfolio of brands. The combination of the Max’s Group and Pancake House Group created the
country’s leading chained casual dining group. Having brought together two of the country’s
largest and successful heritage brands that share a long history of brand recognition and
innovation, customer loyalty, and proven track records for expansion, the combined business
knowledge, expertise and best practices will be applied to the entire Company.
Realize operating efficiencies of the larger combined group
The Company shall continue to apply best market practices to its entire portfolio of brands and
take advantage of operational synergies. Given a larger combined entity, the Company is in the
process of effectively centralizing its backroom operations and shared service departments,
such as finance and accounting, human resources, supply chain, marketing, project design and
engineering, legal, procurement and information and technology units, which the Company
believes shall result to cost savings and increased efficiency across the entire organization.
Furthermore, the Company shall continue consolidating the commissaries for efficiency,
standardization, and maintenance of product quality.
18

Additional accessibility to the consumer
The Company intends to intensify its distribution platform consisting of its delivery service,
curbside ordering facility, and online delivery systems for wider reach and to the customer.
Augmenting the Company’s physical stores are its delivery services currently being employed by
Max’s Restaurant, Pancake House, Teriyaki Boy, Yellow Cab and Krispy Kreme. Yellow Cab, in
particular, has a single central number and 24-hour delivery, allowing its customers access to
its products any time of the day. Max’s Restaurant’s online ordering system allows for the
receipt of orders within and outside the Philippines for delivery of food and beverage products
to loved ones in the Philippines. The Company has adopted a similar online ordering system for
most of its brands in 2015, taking advantage of the increasing internet connectivity of
consumers and the rising internet penetration rate in the Philippines, ultimately expanding the
Company’s market reach. The Company shall also continue to expand its existing store network
through Company- owned outlets and franchises, providing the market with increased
accessibility and convenience.
Centers to support dine-in store network
Supplementing the Company’s extensive dine-in store network are multiple revenue centers
such as delivery services, curbside ordering facility and online ordering system. These services
provide customers with added convenience and increased accessibility to the Company’s brands
and products.
Expanding into new product lines and store formats
The Company is planning to strategically develop its current brand offerings by, among others,
the introduction of new product lines or new formats. New product lines or formats will enable
the Company to cater to different market needs and preferences. Similar to the introduction of
my Pancake products, the Company intends to introduce new products in its outlets, especially
in its overseas branches, to maintain interest in the Company with its innovative products and
to always pique the interests of its target market. The Company also plans to tap other
distribution channels for these new products. By offering different store formats, the Company
is able to adapt to market preferences and available store location and space. The Company
plans to continue to roll-out outlets in different store formats, providing the market with better
access to the Company’s stores and products and added convenience. Further, to distinguish
itself from other concepts of the same restaurant class, Max’s Restaurant will continue to
enhance its systems and operations for its other revenue centers to address the growing
demand from bulk-orders, catering and functions and events, as well as provide for additional
delivery hubs and take-out counters.
Cater to institutional clients
Aside from its branch network, the Company intends to develop itself as a branded
concessionaire. Accordingly, it shall aggressively pursue opportunities to cater to institutional
clients in addition to its current clientele, which include airlines, a hotel and resort operator and
other retailers. This will allow the Company to tap new markets for the Company’s products and
diversify the Company’s sources of income.
19

Major Business Risks
Risks relating to competition
The Company operates in a highly competitive environment where formats and variety of
offerings of larger chains and specialized concepts of smaller independent operators, or even
convenience stores, may directly impact the demand for the Company’s products. The
Company’s multi-brand platform, however, enables the Company to offer more products at
various price points, thereby mitigating the effect of any decline in demand.
Risks relating to raw material sourcing
Any supply disruptions, price increases, or quality or safety problems could adversely affect the
Company’s operations and profitability. The Company’s business requires a number of raw
materials and other ingredients that are sourced from third-party suppliers. Accordingly,
shortages in the supply of these raw materials and ingredients in the future may be
experienced due to unforeseen events including, but not limited to, global supply and demand
conditions, weather and adverse climate conditions, customs and import duties and
government regulations. If any supplier is unwilling or unable to provide high quality raw
materials or ingredients in prescribed quantities and at acceptable prices, the Company may be
unable to find alternative suppliers that will provide the Company with raw materials or
ingredients at suitable terms in a timely manner, or at all. This could result in delays in the
delivery of raw materials or ingredients to the commissaries and may ultimately lead to product
or menu stock-outs in the Company’s restaurants and stores.
Risks relating to food quality
Any failure to maintain effective quality control of the commissaries and the Company’s stores
could have a material adverse effect on the Company’s financial condition and results of
operation. The quality of the Company’s food and service is critical to the success of the
Company’s business. Maintaining consistent food and service quality depends significantly on
the Company’s personnel and their adherence to stringent quality control policies and
guidelines. Accordingly, the Company requires its franchisees and its franchisees’ personnel to
undergo training in food handling and safety. In addition to third-party and in-house
inspections of the commissaries and the stores, quality assurance testing is likewise regularly
conducted.
Risks relating to credit and paying capacity of franchisees
As the Company expands its franchise operations, it may face risks of collection from
franchisees who do not comply with or timely remit payment for franchise obligations. Any
delay in collections may affect the Company’s cash position. The Company has collection and
compliance measures in place to monitor and collect receivables from franchisees. It has also
established a system that will allow the Company to take over operations of franchisees in
order to protect its cash flows and preserve brand quality.
20

Risks relating to strategy for domestic and international growth
There is no assurance that the expansion plans of the Company for its domestic and
international operations could be achieved. The Company’s expansion plans and timelines are
dependent on third party actions that can cause delays or restrict the opening of stores and/or
completion of plans. These third parties include lessors, contractors, suppliers and regulatory
agencies.
Risks relating to labor
Any change in law and regulations, including the issuance of new wage orders and granting
increased benefits to labor, as well as the occurrence of any labor unrest may result in
disruptions in operations and financially affect the Company’s operations, revenues and
prospects. The Company has historically kept harmonious working relations with its employees
and labor groups. The Company has not experienced any work disruption arising from labor
issues, and the Company generally considers its labor relations to be good. The Company
manages the risks posed by any change in law, regulation or labor dispute by adopting policies
that ensure a healthy working environment for its employees that comply with law and
regulations.
Risk Management
Management is mindful of the potential impact of various risks to the Company’s ability to
deliver quality content across multiple platforms and consequently, as a result of its operations,
value to shareholders. The Company’s corporate strategy formulation and business decision-
making processes always take into account potential risks and the steps and costs necessary to
minimize, if not eliminate, such risks. As part of its stewardship responsibility and commitment
to deliver optimum value to its stakeholders, the Company ensures that it has the proper
control systems in place, and to the extent possible, adopted global best practices, to identify,
assess, analyze and mitigate market, operating, financial, regulatory, community, reputational,
and other risks.
The Company is mindful of the possible impact of several risks that may hamper its business.
As such, risk considerations form part of strategy formulation, execution and decision-making.
The Company has the proper control systems in place, and to the extent possible, adopts global
best practices in enterprise risk management.
Max’s Group employs the Assess, Implement and Monitor (A.I.M.) risk model. The Company
has appointed a Corporate Systems and Risk Management Manager to institute a formal control
system designed to identify and establish measures to manage key risks. The Assess phase
starts with evaluation and planning where risks are classified based on different categories that
correspond to certain action plans. The Implement phase focuses on activating programs in
place to mitigate effects of such risks. The Company has contingency plans in place to ensure
business continuity and handle unexpected events that may adversely affect operations of the
Company. The Monitor phase observes and reviews the effectiveness of procedures in
alleviating the outcome of risks.
21

In 2015, the Company created a mobile application to enable real-time monitoring of various
stages in store development. This allows the Company to efficiently track potential areas of
delay in store openings that increases risks of revenue loss opportunities, accumulated pre-
operating expenses and inventory disruption.
Competitors
The restaurant industry in the Philippines and other areas where the Group has international
operations is intensely competitive. The Group competes mainly with other well-established
local and international casual dining restaurants as well as chains such as the Bistro Group
which operates Friday's and Italianni's (including Fish & Co., Flapjacks, Bulgogi Brothers,
Watami, Modern Shanghai and others); Global Restaurant Concepts, Inc. which operates
California Pizza Kitchen, P.F. Chang’s, IHOP, Gyu-Kaku; the LJC Group which operates Abe's
and others; Conti’s; Aristocrat; Savory; Sumo Sam; Gerry’s Grill; Tokyo Tokyo; Pepper Lunch
and Kenny Rogers Roasters which are principal direct competitors. The Group also competes in
certain market segments with local and international brands (such as Jollibee, McDonald’s and
KFC). In the pizza category, Yellow Cab also competes with Greenwich, Shakey's Pizza and
Pizza Hut. In the specialty food category Jamba Juice competes with Big Chill. In the bakery
products fastfood category, Krispy Kreme competes with Starbucks and J. Co Donuts & Coffee
while Le Coeur de France competes with The French Baker and Café France.
Information Technology
The Company maintains an Information Technology (IT) Department to service operations and
supports the business strategy through development, implementation and management of its
technological resources. The department is supporting two Enterprise Resource Planning
systems used to manage internal and external resources of the organization. These include the
physical assets, financial resources and materials. Standard disaster recovery systems and
procedures are in place and applications and systems are properly backed up. In order to
facilitate the web ordering system being implemented by the Company to enable the stores
with a user-friendly interface to capture orders for Commissary and External suppliers, the
Company has invested in systems.
Sources and Availability of Raw Materials
The Company has a centralized corporate procurement department in charge of contract

negotiations with existing and potential suppliers. The corporate procurement department
covers all of the negotiations and purchasing requirement of the Company’s brands and outlets
in the Philippines, with the exception of Krispy Kreme Philippines and Jamba Juice Philippines.
The Company’s commissaries deal directly with suppliers for periodic supply and purchase
decisions.
The Company has been consolidating suppliers for standard products and materials in its
outlets realizing synergies from the combination of the Max’s Group and the Pancake House
Group. In addition, strategic plans are drawn up with suppliers to support the buying process at
the corporate procurement level both at the domestic and international level.
22

New Venture
The Company’s Subsidiary, RooM Ventures Corp. pursued the development of Meranti, a hotel
project adjacent to the heritage store of Max’s Restaurant in Scout Tuason, Quezon City. The
project was initially conceptualized to offer the quality and value that the Max’s brand is known
to provide. It is intended to leverage on, as well as complement, the Group’s service
capabilities, and hopes to also achieve the status of a brand that delivers on value and offers
quality for its price. Given the Company’s expertise in the service industry, the project is aimed
to target the same market that the Company’s food market serves. In conceptualizing this
hotel, the world-class Filipino architectural firm of Architecture Budji+Royal Design has been
commissioned to plan the project and in partnership with Tangible, a Singaporean firm, the
hotel’s brand identity and full brand architecture strategy for the hotel was created. The hotel
will be targeting the domestic and foreign tourists as well as business travellers. Meranti
opened its 59 rooms with modern facilities in the third quarter of 2015.
(Space Left Intentionally Blank)
23

Trademarks
The Company has filed applications for its trademarks in various countries to safeguard the
identity and value of its service marks and trademarks and protect them from any infringement.
Country IP Office
Australia IP Australia, Department of Industry
Bahrain Ministry of Industry and Commerce
Brunei Brunei intellectual Property Office
Canada Canadian Intellectual Property Office
China China Trademark Office
Trademarks and Industrial Designs Office,
Egypt Ministry of Trade and Industry
Hong Kong Intellectual Property Department
India Controller General of Patents Designs and Trademarks
Indonesia Directorate General of Intellectual Property Rights
Japan Ministry of Economy, Trade and Industry (METI)
Korea Korean Intellectual Property Office (KIPO)
Kuwait Ministry of Commerce and Industry
Laos Department of Intellectual Property
Malaysia Intellectual Property Corporation of Malaysia
Philippines Intellectual Property Office of Philippines (IPOPHIL)
Competent administration Intellectual Property Center, Ministry of
Qatar
Justice
Saudi
Arabia Ministry of Culture and Information
Singapore Intellectual Property Office of Singapore (IPOS)
Taiwan Taiwan Intellectual property Office (TIPO)
Thailand Department of Intellectual Property (DIP)
Turkey Turkish Patent Institute
UAE Copyright Department, Ministry of Economy
USA United States Patent and Trademark Office (USPTO)
Vietnam National Office of Intellectual Property (NOIP)
24

The following are the registration details and pending applications for trademarks filed by the
Company:
Registration Registration
Trademark Country /Application /Application Class Status
No. Date
Pancake House
1. Orange Philippines 4-2010-501543 June 30, 2011 43 Registered
2. Gurts Frozen Yogurt and June 11, 2010

Philippines 4-2010-000044 30 Registered
Device
3. Pancake House
Philippines 4-2009-500700 June 11, 2010 43 Registered
International & Device
4. Pancake House
Philippines 4-2009-500701 June 11, 2010 43 Registered
5. Pancake House
Australia 1679952 March 10, 2014 43 Pending
6. Pancake House
Indonesia J00/2015/009758 March 11, 2014 43 Pending
7. Pancake House
Japan 2015-023494 March 16, 2015 43 Pending
8. Pancake House
Korea 2015-0011191 March 11, 2014 43 Pending
9. Pancake House
Malaysia 07008978 May 12, 2007 43 Registered
10. Pancake House
Malaysia 07008979 May 12, 2007 43 Registered
11. Pancake House
Singapore T07/11494D May 24, 2007 43 Registered
12. Pancake House
Taiwan 104012600 March 10, 2015 43 Pending
13. Pancake House
China 6089053 June 4, 2007 43 Pending
14. Pancake House
China 6089054 June 4, 2007 43 Pending
15. Pancake House
Thailand Bor. 39144 August 9, 2007 43 Registered
16. Pancake House
Thailand Bor. 39145 August 9, 2007 43 Registered
17. Pan Chicken Philippines 4-2001-001913 May 26, 2006 29 Registered
18. “We’re more than just
Philippines 4-2003-004128 July 23, 2005 43 Registered
great pancakes”
19. Pancake House Since
Philippines 4-2000-015012 August 28, 2004 42 Expired
1974 and Device
20. Pancake House and
Philippines 4-1996-114538 August 28, 2004 42 Registered
Device
21. STATE 88 Philippines 4-2013-004751 August 01, 2013 43 Registered
22. STATE 88 Wings Wedges
Philippines 4-2013-501572 June 26, 2013 43 Pending
More
23. DE LUCA Philippines 4-2013-004752 April 24, 2013 43 Pending
December 05,
24. CroPops Philippines 4-2013-503602 30 Pending
2013
25. Pancake House India 2467367 January 28, 2013 43 Pending
25

26. Pancake House International
UAE 188355 March 13, 2013 43 Pending
& Device
& Device Brunei TM No. 43,811 January 23, 2013 Pending
& Device Kuwait 137252 February 10 2013 43 Pending
Vietnam 39144 August 9, 2007 43 Registered
& Device
Vietnam 39145 August 9, 2007 43 Registered
& Device
Dencio’s
1. Pugad Dencio’s Logo Philippines 4-2008-009599 March 2, 2009 43 Closed
2. Kabisera ng Dencio’s and November 3,

Logo 2008
3. Dencio’s Logo Philippines 4-2004-001829 January 8, 2007 42 Registered
4. Arctic Draft Philippines 42015500014 January 5, 2015 43 Pending
November 20,
5. Dencio’s Draft Below Zero Philippines 42014505485 43 Pending
2014
November 20,
6. Draft Below Zero Philippines 42014505484 43 Pending
2014
Teriyaki Boy
1. Teriyaki Boy & Design Bangladesh 19333 March 11, 2015 43 Pending
2. Teriyaki Boy & Design Cambodia 62713 March 17, 2015 43 Pending
3. Teriyaki Boy & Design Singapore 4021504088Q March 10, 2015 43 Pending
4. Teriyaki Boy & Design Taiwan 104012599 March 10, 2015 43 Pending
5. Teriyaki Boy & Design Thailand 97763 March 9, 2015 43 Pending
6. Teriyaki Boy & Design USA 85353197 June 22, 2011 43 Closed
7. Teriyaki Boy & Device

Philippines 4-2008-008223 April 13, 2009 43 Registered
(Colour)
Vietnam 128777 July 17, 2007 43 Registered
(Square)
Vietnam 128778 July 17, 2007 43 Registered
(Rectangle)
10. Japanese Characters Philippines 4-2006-500020 May 28, 2007 43 Registered
11. Teriyaki Boy Tabemashou

Philippines 4-2006-500018 March 26, 2007 43 Registered
Let’s Eat (Graphic Logo)
12. Japanese Characters February 26,

(Fat Boy) 2007
26

13. Teriyaki Boy Tabemashou February 26,
Let’s Eat (Text Logo) 2007
February 26,
14. Teriyaki Boy Logo Philippines 4-2006-500021 43 Registered
2007
February 26,
2007
16. Teriyaki Boy and Device

with Chinese & Japanese November 10,
Characters 2005
November 10,
2005
November 10,
18. Teriyaki Boy & Device Philippines 4-2001-006510 43 Registered
2005
19. Teriyaki Bouzu USA 85672747 July 10, 2012 43 Closed
20. Bringing Japan To Your February 26,

Dining Experience 2007
February 26,
21. Tboy Town and Device Philippines 4-2006-500015 43 Registered
2007
Sizzlin’ Steak
1. The Sizzlin’ Steak & Device Philippines 4-2010-501069 July 23, 2010 43 Closed
2. The Sizzlin’ Steak &

December 24,
Japanese Character within Philippines 4-2008-000194 43 Registered
2009
a Rectangular Device
3. Cow’s Head Device Philippines 4-2008-000195 February 9, 2009 43 Registered
4. Sizzlin’ Steak, Steak & More December 18,
and Device 2006
5. Sizzlin’ Steak & Device Vietnam 4-2015-05165 March 10, 2015 43 Pending
6. Sizzlin’ Steak & Device Thailand 97762 March 9, 2015 43 Pending
7. Sizzlin’ Steak & Device Malaysia 2015053753 March 12, 2015 43 Pending
8. Sizzlin’ Steak & Device Indonesia J00/2015/009756 March 11, 2015 43 Pending
9. Sizzlin’ Steak & Device Cambodia 62712 March 17, 2015 43 Registered
Le Coeur de France
1. Le Coeur de France
43,30,&
Boulangerie Restaurant Philippines 4-2008-012108 May 25, 2009 Registered
29
Logo
2. Le Coeur de France
43,30,&
Boulangerie Restaurant Philippines 4-2008-012109 April 13, 2009 Registered
29
Logo
3. Le Coeur de France &
Philippines 4-2008-002323 May 19, 2008 29 & 30 Registered
Device
27

Singkit
1. The Great New York Take

Philippines 4-2006-500347 July 21,2008 29 Registered
Out
2. The Great New York Take

Philippines 4-2006-500348 May 19, 2008 43 Registered
Out
November 5,
3. Singkit Philippines 4-2006-500343 29 Registered
2007
November 5,
4. Singkit Philippines 4-2006-500344 43 Registered
2007
November 5,
5. Singkit Device Philippines 4-2006-500345 29 Registered
2007
November 5,
6. Singtkit Device Philippines 4-2006-500346 29 Registered
2007
November 5,
7. Chinito Philippines 4-2006-500349 29 Registered
2007
November 5,
8. Chinito Philippines 4-2006-500350 43 Registered
2007
November 5,
9. Chinito Device Philippines 4-2006-500351 29 Registered
2007
November 5,
10. Chinito Device Philippines 4-2006-500352 43 Registered
2007
November 5,
11. Chinito Size Philippines 4-2006-500353 29 Registered
2007
November 5,
12. Chinito Size Philippines 4-2006-500354 43 Registered
2007
Registered
13. Singkit& Device Philippines 4-1991-077555 March 20, 2005 42
Yellow Cab Pizza
1. My Size Philippines 4-2011-500031 6-Jun-11 29,30 Registered
2. Dear Darla Pizza Philippines 2011-500031 13-Jan-11 30 Registered

3. Yellow Cab Pizza
Kuwait 87190 14-Jun-10 43 Registered
Co. & Device
4. Yellow Cab Pizza
Qatar 37159 11-Aug-09 42 Registered
Co. & Device
5. New York's Finest Philippines 2007-500336 13-Apr-09 30 Registered
6 Yellow Cab Pizza
Thailand SM37729 21-Dec-05 43 Registered
Co. & Device
7. Tribeca Mushroom Philippines 2007-500337 26-Apr-07 30 Registered
8. Corona Chicken Salsa Philippines 2007-500338 26-Apr-07 30 Registered
9. Charlie Chan Chicken

Philippines 2007-500339 26-Apr-07 30 Registered
Pasta
10. Yellow Cab Pizza
Malaysia 06-023499 21-Dec-06 43 Registered
Co. & Device
11. Yellow Cab Pizza Co. &
Philippines 2001-007301 21-May-04 42 Registered
Device
Singapore T0526899E 29-Dec-05 43 Registered
Device
13. Yellow Cab Pizza Co. & Bahrain 45454 12-Sep-05 43 Registered
28

Device
Hong Kong 300471294 5 August 2005 43 Registered
Device
USA 2,990,872 06-Sep-05 43 Registered
Device
China 5034014 14-July-2009 43 Registered
Device
India 1459362 30-May-2006 42 Registered
Device
Indonesia IDM000169155 15-July-2008 43 Registered
Device

Canada TMA809,934 24-Oct-2011 43 Registered
Device
20. Yellow Cab Pizza Co. & Saudi

101725 20-Nov-2012 43 Registered
Device Arabia
UAE 178337 23-Aug-2012 43 Pending
Device
22. Yellow Cab Pizza Co &
Vietnam 4-2013-03389 23-Feb-2013 43 Pending
Device
23. Yellow Cab Pizza Co &
Turkey 2013/13247 13-Feb-2012 43 Pending
Device
Brunei 43,809 23-Jan-2013 42 Pending
Device
25. It’s Better On Our Crust Philippines 42014502330 28-May-2014 30 Pending
Bangladesh 188894 23-Sep-2014 43 Pending
Device
Cambodia 5994/2014 29-Sep-2014 43 Pending
Device
Indonesia 2006039375 05-Dec-2006 43 Registered
Device
Laos 33259 26-Sep-2014 43 Pending
Device
30. Yellow Cab Pizza Co. & September 17,
Jordan 34922 43 Pending
Device 2015
Maple
1. Maple & Device Philippines 42012500719 May 31, 2012 43 Registered
2. Maple Philippines March 21, 2013 43 Registered

4/2012/0502438
Max’s Restaurant
November 18,
Max’s Restaurant Australia 1723246 43 Registered
2008
Max’s Restaurant Cuisine of the
Brunei 44378 42 Pending
Philippines
Max’s Restaurant Cuisine of the 29, 35,
Italy 1452668 April 29, 2011 Registered
Philippines 43
4Sharing Philippines 4-2012-005016 August 2, 2012 43 Registered
November 10,
Combonations Philippines 4-2011-008979 43 Registered
2011
29

Curbside Philippines 4-2012-005015 August 2, 2012 43 Registered
FourSharing Philippines 4/2012/00005019 February 7, 2013 43 Registered
February 28,
FourSharing Meals Philippines 4/2012/00005020 43 Registered
2013
30, 35,
I Love Ensaimada Philippines 42015500284 January 21, 2015 Pending
43
Made With Love, Always Philippines 4/2012/00013522 June 27, 2013 43 Registered
Maximo’s Philippines 4-2009-001368 July 9, 2009 29, 43 Registered
November 26, 29, 32,

Maximo’s Restaurant Philippines 4-2009-001374 Registered
2009 43
February 28,
Max’s 4 Sharing Meals Logo Philippines 4/2012.00005018 43 Registered
2013
Max’s Banana Ketchup Philippines 4-2011-000945 May 19, 2011 30 Registered
Max’s Banana Ketchup Label Philippines 4-2011-000944 July 14, 2011 30 Registered
Max’s Banana Sauce Philippines 4-2011-00946 May 19, 2011 30 Registered
Max’s Banana Sauce Label Philippines 4-2011-000943 July 14, 2011 30 Registered
Max’s Café Philippines 4-2009-001371 July 9, 2009 29, 30 Registered
Max’s Chicken Australia 1679964 March 10, 2015 43 Pending
Max’s Chicken China Not stated March 13, 2015 43 Pending
Max’s Chicken Japan 2015-023495 March 16, 2015 43 Pending
Max’s Chicken Korea 2015-0011192 March 11, 2015 43 Pending
Max’s Chicken Taiwan 104012602 March 10, 2015 43 Pending
1040126024-
Max’s Chicken Vietnam March 10, 2015 43 Pending
2015-05167
September 17,
Max’s Corner Bakery Philippines 4-2009-001369 30, 35 Registered
2009
Max’s Express Philippines 4-2009-001429 April 27, 2009 29, 43 Registered
November 26,
Max’s Fried Chicken Philippines 4-2009-001373 29 Registered
2009
Max’s Masarap Philippines 4-2009-001432 April 27, 2009 29, 43 Registered
30

Max’s Restaurant & Logo Philippines 48593 July 18, 1990 43 Expired
Max’s Restaurant & Logo Philippines 048593 July 18, 2010 43 Registered
Max’s Spring Chicken Philippines 4-2009-001430 April 27, 2009 29, 43 Registered
Sarap To The Bones Philippines 4-2009-001431 April 27, 2009 29,43 Registered
November 24,
The Bakeshop – Max’s Philippines 4-2008-002547 30, 43 Registered
2008
The House That Fried Chicken
Philippines 4-2009-001370 July 9, 2009 29, 43 Registered
Built
Max’s Group
Max’s Group Philippines 42014503563 August 14, 2014 35 Pending
Meranti
December 19,
Meranti Philippines 4/2013/00010104 43 Registered
2013
November 14,
Meranti Hotel Philippines 4/2013/00010105 43 Registered
2013
Sizzlin’ Steak
Sizzlin’ Steak Cow Device Philippines 42014501853 May 2, 2014 43 Pending
Sizzlin’ Steak Logo Philippines 42014501852 May 2, 2014 43 Pending
Sizzlin’ Steak Logo & Device Philippines 42014501851 May 2, 2014 43 Pending
(Space left intentionally blank)
31

Manpower and Management
As of December 31, 2015, the Company accounted for a total of 8,798 employees, distributed
as follows:
By Position No. of Employees
Executives 12
Directors 11
Managers and Supervisors 1,547
Staff 7,228
Total 8,798
By Employment Status No. of Employees
Regular 2,707
Probationary 276
Contractual 955
Other Labor Options 4,860
Total 8,798
The Company encourages employee involvement in policies, programs, and projects related to
their roles in the Company. Employees can also communicate any concerns to the Company
through various channels available.
Item 2. Properties
The Company’s principal office is located at 11th Floor Ecoplaza Building, 2305 Chino Roces
Avenue Extension, Makati City 1231. Bulk of its properties are comprised of company-operated
stores in land or buildings owned by Max’s Group or leased from third party lessors.
The Company likewise maintains commissaries situated in Paranaque, Taguig and Pasig City
with a total area of approximately 8,600 square meters. All commissaries are equipped with
production, distribution and warehousing facilities to cater to the Company’s supply
requirements.
32

Some of the Company’s largest owned or leased properties are as follows:
Area
Location of Property Land Owner/Lessor
Sqm
82 Scout Castor St. Brgy. Laging Handa,
Room Ventures Corporation
1 Quezon City (Meranti Hotel) 5,340
(Owned)
10th and 11th Floor, Ecoplaza Building, 2305
Chino Roces Avenue Extension, Makati City Ecotechland, Inc.
2 5,199
(Corporate Head Office) (Leased)
Seacom Compound, San Antonio 1, Sucat

WERCO Holdings Corp.
3 Paranaque (Square Top) 3,585
(Owned)
Maharlika East Tagaytay City Manifold Realty & Development
4 3,111
(Max’s Restaurant) Corp. (Leased)
21 Scout Tuason St. Brgy. Laging Handa,
MG Rodgers Phils.
5 Quezon City (Max’s Restaurant) 2,800
(Owned)
#98 Marcos Alvarez Ave. Talon Uno Las
Vita Realty Corp.
6 Pinas City (No Bia) 2,453
(Leased)
Dau Access Road, Mabalacat, Pampanga MTL Foods Corporation
7 2,132
(Max’s Corner Bakery) (Leased)
Lot 14-A National Highway, Maharlika East,
Visard Development Corp.
8 Tagaytay City (Yellow Cab) 2,000
(Leased)
Clemartin B. Arobelda
Nangcayasan, Urdaneta, Pangasinan
9 2,000 (Leased)
(Max’s Restaurant)
Food Terminal Inc.
#44 Malunggay St. DBP Ave. FTI Complex
10 1,405 (Leased)
Taguig City (No Bia)
Dr. A. Santos Ave. San Antonio Valley WERCO Holdings Corp.
11 Paranaque (Max’s Restaurant) 1,225 (Owned)
Carmen Square Pinas Corp.

268 Alabang Zapote Road Pamplona Las
12 1,162 (Leased)
Pinas City (Max’s Restaurant)
VC Holdings Corp.
13 151 Pasig Blvd. Pineda Pasig City 1,160
(Leased)
Plaza Luisita, San Miguel, Tarlac
Robinsons Land Corp.
14 (Max’s Restaurant) 1,112
(Leased)
498 EDSA Caloocan City (Max’s Restaurant) Rufinus L. Coronel
15 1,024
(Leased)
B9 L6 Brgy. Batasan Commonwealth Ave.
Augusto De Jesus
16 Quezon City (Max’s Restaurant) 902
(Leased)
1123 Ma. Orosa St. Ermita Manila Trota Gimenez Realty Corp.
17 895
(Max’s Restaurant) (Owned)
Lot D Theater Drive Alabang Town Center Alabang Commercial Corp.
18 790
(Max’s Restaurant) (Leased)
1407 Quezon Avenue, Quezon City John Wilter Land, Inc.
19 787
(Max’s Restaurant) (Leased)
Block 2A Harbour View Square, CCP Meadson Properties Corp.
20 670
Complex, Manila (Dencio’s) (Leased)
33

Total lease payments of the Company for the year ended December 31, 2015 was P1.6 billion,
comprising of a combination of fixed and variable components based on a certain percentage of
actual sales or minimum monthly gross sales, whichever is higher. Fixed rates are subject to
annual escalations ranging from 5% to 10%.
Item 3. Legal Proceedings
To the best of the knowledge of Management, the Company is not aware of:
(a) any bankruptcy petition filed by or against any business of which they are incumbent
directors or senior officers, was a general partner or executive officer either at the time of
bankruptcy or within two (2) years prior to that time;
(b) any conviction by final judgment in criminal proceeding, domestic or foreign, pending
against any of the incumbent directors or officers;
(c) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any
court competent jurisdiction, domestic or foreign, permanently or temporarily enjoining,
barring, suspending or otherwise limiting the involvement of any of the incumbent directors or
executive officers in any type of business, securities, commodities or banking activities; and,
(d) any finding by or domestic or foreign court competent jurisdiction (in civil action), the SEC
or comparable foreign body, or domestic or foreign exchange or electronic marketplace or said
regulatory organization, that any of the incumbent directors or executive officers has violated a
securities or commodities law, and the judgment has not been reversed, suspended or vacated
which may have a material effect in the operation and deter, bar or impede the fulfillment of
his/her duties as a director or executive of the Company.
Listed below are the pending legal cases of the Company. The Company does not expect or
anticipate that the outcome of any of the foregoing cases would affect the Company in any
significant manner.
1. Fely Jayag v. Max’s Makati, Inc. (MMI)

NLRC-NCR Case No. 2014-003-04374
National Labor Relations Commission
The facts of this case are related to the Pavo case. Jayag was terminated as a branch
administrative officer in Max’s Sucat for doing business with her own branch, a
dismissible violation under the Code of Ethics of MMI. As a result, Jayag filed a case for
illegal dismissal against MMI claiming payment of separation pay amounting to
P500,000.00. The case is pending with the Court of Appeals.
34

2. Kenneth G. Kibanoff v. Chicken’s R Us, Inc. (CRUI)
Appeal Case No. 010-08 (Adm. Case No. 07-66)
Department of Trade and Industry (DTI)
Kibanoff filed a case against CRUI complaining of bad service in the baptismal reception
of his daughter. On 14 December 2009, the Consumer Arbitration Officer rendered a
decision in favor of Kibanoff ordering CRUI to pay a total of P69,000.00 as damages and
administrative fines. CRUI filed a Notice of Appeal, from which the DTI issued an order
requiring Kibanoff to file a Comment/Reply. Kibanoff did not file any Comment/Reply
and CRUI had not received any order from DTI.
3. K2 Asia Ventures, et al. v. Robert F. Trota, et al.

Case No. 09 CVS 2766
Superior Court Division
North Carolina, Forsyth County
The plaintiffs are K2 Asia Ventures, Ben C. Broocks and James G.J. Crowe. The
defendants are: Robert F. Trota, Veronica Trota, Joselito Saludo (sic), Carolyn T. Salud,
Roland V. Garcia, Cristina T. Garcia, Jim T. Fuentebella, Mavis M. Fuentebella, Sharon T.
Fuentebella, Max’s Baclaran, Inc., Chicken’s R Us, Inc., Max’s Makati, Inc., Max’s Ermita,
Inc., Max’s of Manila, Inc., The Real American Doughnut Company, Inc., Trofi Ventures
Corp., Ruby Investments Company Holdings (sic) and Krispy Kreme Doughnut Corp.
Plaintiff Broocks is a lawyer from Houston, TX who wanted to establish Krispy Kreme
outlets across Asia. For the Philippines, Broocks and the Max’s Group agreed that
Broocks would look for investors to establish the Krispy Kreme brand in the Philippines,
while Max’s Group would serve as the operator. However, Broocks was not able to find
any investor. As a result, the Max’s Group decided to source the funding on its own to
establish and operate the Krispy Kreme brand in the Philippines. In turn, the Max’s
Group and the Krispy Kreme Doughnut Corp. of North Carolina entered into an exclusive
Development Agreement for the Philippines.
In 2009, plaintiffs filed a case against defendants alleging that they were wrongfully
excluded from the Development Agreement. Plaintiffs demand payment of damages,
lost profits and lost opportunities from defendants. In 2013, the trial court dismissed
the case for lack of jurisdiction. Broocks appealed the decision and the case is currently
pending with the appellate court.
35

4. Alodeo F. Agsunod vs. Robert F. Trota, Eduardo B. Ungco, Jr., Cristina T.
Garcia, Jim T. Fuentebella, Carolyn T. Salud, Sharon T. Fuentebella, Erlinda T.
Fuentebella, Jean Burkley Rodriguez, Ruby Estaniel, Armando Orcena and
Rick Martilliano
I.S. No. XV-12-INV-14J-02489
For: Syndicated Estafa
Office of the City Prosecutor of Parañaque City
Alodeo F. Agsunod (“Agsunod”) was an employee of Q.C. Max’s, Inc. from 1961 to
1976. (Q.C. Max’s, Inc. (“Q.C. Max’s”) has been dissolved several years ago and no
longer exists as a corporate entity.)
Agsunod claims that while an employee of Q.C. Max’s, he made an investment of Two
Hundred Pesos (P200.00) with the Max’s Ermita Loans and Savings Association, and
One Hundred Pesos (P100.00) with the Max’s Baclaran Employees Loans and Savings
Account Association. Agsunod asserts that he has not received any income from his said
investments, which he claims should have earned eight percent (80%) per annum from
1974. On this basis, Agsunod filed the present compliant against respondents, claiming
that the respondents are responsible for depriving him of his investments. The Office of
the City Prosecutor of Parañaque City dismissed the complaint of Agsunod. Agsunod
filed a Petition for Review with the Department of Justice.
5. Rhema International Livelihood Foundation, Inc. vs. Prescilla S. Cardenas, et

al.
Civil Case No. 102030
Metropolitan Trial Court
Branch 13, Manila
The case is a forcible entry case that Rhema International Livelihood Foundation, Inc.
(“RILFI”) filed against Prescilla S. Cardenas and other individuals in 2009 in relation to a
certain building in Ermita, Manila. In 2014, RILFI amended its complaint to include a
number of establishments located within the Ermita-Malate area as defendants, together
with the Yellow Cab Restaurant along U.N. Avenue, Manila.
In December 2014, YCFC filed its Answer to the Amended Complaint through the special
representation of its counsel. YCFC is waiting for the action of the court on this Answer.
36

6. Jayson B. Jacinto vs. Diana Sarapanan Ramos
NPS No. XV-05-INV-15J-3699
Office of the City Prosecutor of Makati City
Teriyaki Boy Group, Inc. (“TBGI”) filed a case for Qualified Theft against one of the
former accounting personnel who serviced TBGI, Diana Sarapanan Ramos. Ms. Ramos
is alleged to have illegally obtained money from the company, through money cards she
had in her custody, by making it appear that former employees have not yet resigned.
The amount involved is about Two Million Pesos (P2,000,000.00).
As of 24 November 2015, the case was submitted for resolution of the City Prosecutor’s
Office of Makati City.
Item 4. Submission of Matters to a Vote of Security Holders (not applicable)
37

PART II – OPERATIONAL AND FINANCIAL INFORMATION
Item 5. Market for Issuer's Common Equity and Related Stockholder Matters
Market Information
Pancake House, Inc. common shares were listed in the Philippine Stock Exchange on December
15, 2000. After renaming to Max’s Group, Inc., the Company conducted a follow-on offering of
197,183,100 million common shares at an offer price of P17.75 per share last December 12,
2014. At present, the Company’s shares are being traded under the ticker “MAXS”. Below is the
trading history of the Company for the past three years:
Market Information (per quarter)
Year Quarter High Low Close Volume

2013% 1Q% 8.00% 8.00% 8.00% 900%
2013% 2Q% 12.00% 12.00% 12.00% 200%
2013% 3Q% 12.80% 12.80% 12.80% 300%
2013% 4Q% 15.10% 15.00% 15.00% 3,100%
2014% 1Q% 22.2% 22.2% 22.2% 4,440%
2014% 2Q% 40.5% 39.2% 40.5% 11,200%
2014% 3Q% 26.0% 25.8% 25.85% 22,400%
2014% 4Q% 25.5% 24.15% 24.55% 1,737,500%
2015% 1Q% 27.4% 26.5% 27.4% 1,931,400%
2015% 2Q% 24.65% 24.3% 24.6% 359,400%
2015% 3Q% 21.4% 21.7% 21.5% 516,800%
2015% 4Q% 21.25% 19.98% 19.98% 3,679,300%
2016% 1Q% 23.00% 21.60% 22.70% 894,900%
Market'Information'(Last'Trading'Date)' %%
Date% December%29,%2015%
Open% 20.00%
High% 21.25%%
Low% 19.98%%
Close% %19.98%%
Volume% 3,679,300%%
%%Change% (0.001)%
38

Top 20 Shareholders on Record as of December 31, 2015
Name Citizenship No. of Shares %
PCD Nominee Corp.

Filipino 1,053,516,986 96.91%
(Filipino)
PCD Nominee Corp. (Non-
Foreign 30,855,631 2.84%
Filipino)
Joanne Que Lim Filipino 1,000,000 0.09%
Wilson Jesse Q. Lim Jr. Filipino 1,000,000 0.09%
Mel Macaraig Filipino 60,000 0.01%
Zorayda Rosemarie Dela Filipino 0.00%
52,000
Rosa Zarsadias
Matilde M. Cupido Filipino 45,600 0.00%
Maria Luisa Lorenzo Filipino 40,000 0.00%
Eric Manalang Filipino 40,000 0.00%
Aries T. Gamboa Filipino 26,000 0.00%
Pacifico B. Tacub Filipino 22,000 0.00%
Jose Miguel Zamora Filipino 20,000 0.00%
Angelina C. Garcia Filipino 20,000 0.00%
Ma. Grace Leah Banaag Filipino 20,000 0.00%
Dawn Aimee Castro Filipino 20,000 0.00%
Levina Fader Filipino 20,000 0.00%
Bernard So Chua Chiaco Filipino 20,000 0.00%
Bienvenido A. Tan Jr. Filipino 15,000 0.00%
Leticia T. Sevilla American 15,000 0.00%
Rosario Angeles T. Alora Filipino 15,000 0.00%
Total Top 20 Shareholders 1,086,823,217 99.97*
Total Outstanding Shares 1,087,082,024
* Slight discrepancy due to rounding off.
There are approximately 88 shareholders as of December 31, 2015.
39

Dividends
The following shows the Company’s dividend payout history since 2011:
Retained Amount
Declaration Payment Total Dividends
Record Date Earnings as per Share
Date Date (PHP)
of (PHP)
December%31,%
May%27,%2011% June%15,%2011% June%30,%2011% 0.0907% 21,568,048.00%
2010%
December%8,% December%23,% December%29,%
June%30,%2011% 0.0512% 12,175,127.30%
2011% 2011% 2011%
December%31,%
May%31,%2012% June%15,%2012% June%29,%2012% 0.1469% 34,932,152.34%
2011%
March%11,% March%29,%
Feb%22,%2013% June%30,%2012% 0.1007% 23,946,002.32%
2013% 2013%
December%31,%
June%28,%2013% July%12,%2013% July%31,%2013% 0.1897% 45,109,797.81%
2012%
100%%
August%22,% September%
May%12,%2014% O% Stock% 259,210,840.00%
2014% 18,%2014%
Dividends%
March%14,% March%30,% December%31,%
April%13,%2016% 0.1153% 125,347,003.75%
2016% 2016% 2015%
Recent Sales of Unregistered Securities
The Company has not sold nor traded any unregistered securities.
Item 6. Management's Discussion and Analysis or Plan of Operation
The discussion pertains to the results of operations of Max’s Group for the twelve
months ended 2015 versus for the twelve months ended of Pancake House Group
and for the two months ended Max’s Entities based on Securities Exchange
Commission approval of the consolidation in November 2014.
This discussion further shows full year comparative Pro-forma and Core Net Income.
Please refer to page 55.
Max’s Group, Inc. reported consolidated revenues of P10.37 billion for the twelve months ended
2015. Restaurant sales, accounted for 83% of total revenues was at P8.59 billion, with a
network of 588 outlets including 35 overseas as of December 31, 2015. As part of its on-going
rationalizing program, the Company winded down operations of 38 stores primarily from Le
Coeur De France. This initiative allows the Company to focus resources on other value-accretive
ventures.
40

Commissary sales, constituted 12% of total revenues stood at P1.28 billion in 2015 compared to
P518.04 million in 2014. Franchise income (franchise and royalty fees) comprised 5% of total
revenues came in at P497.51 million as against P184.50 million in 2014.
Cost of Sales was at P7.56 billion in 2015 or 73% of total revenues versus P3.95 billion in 2014.
The Company has benefited from lower food costs as a result of category management in the
sourcing of raw materials.
General and Administrative expenses came in at P1.69 billion or 16% of total revenues in 2015
as opposed to P712.68 million in 2014. The Company continues to implement cost containment
activities across the business.
Selling and Marketing expenses stood at P324.37 million in 2015 or 3% of total revenues
compared to P203.22 million in 2014. The Company has successfully employed diligent
advertising methods to maximize impact and reach.
Consolidated EBITDA was at P1.22 billion for the twelve months ended 2015. Thereof, Max’s
Group reported a net income of P501.39 million from a loss of P66.2 million for 2014.
Comparative Pro-forma and Core Income
The following provides a comparative pro-forma and core income statement discussion for full
year 2015.
Max’s Group reported consolidated revenues of P10.37 billion for the twelve months ended
2015 up 6% from P9.74 billion for the twelve months ended 2014. Restaurant sales came in 6%
higher at P8.59 billion, driven by the opening of 84 new stores primarily across winning brands
Max’s Restaurant, Pancake House, Yellow Cab Pizza and Krispy Kreme, which collectively
account for around 83% of total revenues. The Company also discontinued 38 underperforming
sites including 10 Le Coeur De France as part of its on-going rationalization to improve overall
store network profitability. Moreover, Max’s Group added 21 franchised outlets including 7
overseas to boost its growing franchise portfolio for 2015. As a result, Commissary sales
increased 2% to P1.28 billion from P1.26 billion while franchise income (franchise and royalty
fees) rose 37% to P497.51 million from P364.15 million for 2014.
Teriyaki Boy, Sizzlin’ Steak and Dencio’s have responded favorably to revamping efforts such as
enhancing store appearance, upgrading service platforms, re-engineering menu and uplifting
food quality. These brands have in turn yielded better operational performance.
Jamba Juice opened its first franchised store located in Santa Rosa, Nuvali and will continue to
selectively co-exist with Yellow Cab Pizza to further strengthen brand equity. Kabisera and
Maple maintain a single venue that will also serve as ideation centers for chef-formulated
recipes for both local and western fare. Le Coeur De France shall mainly focus on catering to its
institutional clientele.
41

Consolidated cost of sales decreased 2% to P7.56 billion from P7.72 billion for 2014 despite a
higher revenue base. Cost of sales ratio likewise improved to 73% from 79% for 2014. The
Company has benefited from the adoption of category management in the procurement of raw
materials.
General and administrative expenses increased 9% to P1.68 billion from P1.55 billion for 2014,
primarily due to manpower expenses and occupancy costs.
Selling and marketing expenses was 20% lower at P324.37 million from P405.47 million for
2014 as a result of efficient marketing campaigns without compromising brand mileage and
reach.
Other income went down 50% to P79.44 million from P158.20 million for 2014 owing to
impairment of remaining assets of Le Coeur De France booked in 2015.
Consolidated EBITDA registered at P1.22 billion, up 75% from P700.2 million for 2014. As a
result, Max’s Group posted a net income of P501.39 million as of December 31, 2015 coming
from a loss of P55.96 million in the previous year. Excluding one-time gains and non-recurring
costs, core net income stood at P555.00 million for 2015.
The results reflect a complete turnaround of the business. From a transformative period in
2014, the Company has successfully transitioned to the growth phase. Last year, Max’s Group
pursued several initiatives across all brands. It pioneered its first shared-space dining concept
Burgos Eats and Eco Eats located in Bonifacio Global City and Makati City, respectively. It
continued to invest in support operations to further extract synergies and efficiencies as well as
maintain category management in the sourcing of raw materials. This has enabled the Company
to capitalize on negotiated prices and terms with suppliers. Commissary equipment was also
modernized to boost production and storage capabilities. The Company has also migrated at
record pace to an upgraded enterprise-resource planning platform to streamline processes.
Max’s Group remains upbeat on its offshore expansion program. Since last year, the Company
has inked 7 development agreements with a total committed international pipeline of over 50
stores. These are 15 Yellow Cab Pizza stores in Saudi Arabia, 10 Yellow Cab Pizza stores and 8
Pancake House stores in United Arab Emirates, 10 Sizzlin’ Steak stores in Vietnam and 3 Max’s
Restaurants in San Diego, 15 Yellow Cab Pizza stores in China and 5 Pancake House stores in
Qatar. On other revenue channels, the Company introduced mobile ordering applications for
both Krispy Kreme and Yellow Cab Pizza to seize opportunities on the prevailing mobile and
delivery trend among customers. It has also partnered with hotel and resort chains to service
their food and beverage requirements.
For 2016, the Company is confident with the strategies in place to anchor its growth in the
coming years. It plans to roll out approximately 60-70 stores including 15-20 overseas with
minimal churn. Backed by a positive macroeconomic environment coupled with some lift from
election spending, Max’s Group is poised to build its presence and solidify its position as the
country’s leading full service chained casual dining operator.
42

Table 1 - Consolidated Profitability Ratios (x: 1.00)
For the Twelve Months Ended December 31
2015 2014 2013
Net Income Ratio 4.83% -1.36% 2.11%

Return on Assets 4.32% -6.76% 2.67%
Return on Equity 11.26% -1.64% 7.73%
Financial Statements
The consolidated financial statements of Max’s Group, Inc. (“MGI”) and its subsidiaries as of
December 31, 2015 and for the years ended December 31, 2014 and 2013 include the
consolidated accounts of the Company and the following subsidiaries:
%
Remarks
Ownership
Pancake House:
Established in January 28, 2005;
PCK-MTB, Inc. 60% started commercial operations in May
2005
Established in February 24, 2005;
PCK Bel-Air, Inc. 51% started commercial operations in May
2005
Established in November 6, 2007; started
PCK MSC, Inc. 50% commercial operations in November 2007
Established in June 24, 2009; started
PCK Boracay, Inc. 100% commercial operations in October
2009
Always Happy BGC, Inc. 100% Established in January 27, 2011; started
commercial operations in March 2011
PCK-LFI, Inc. 100% Established in January 27, 2011; started

commercial operations in April 2011
Established in January 27, 2011; started
PCK-N3, Inc. 51% commercial operations in May 2011
Established in July 2, 2012; started
PCKPolo, Inc. 70% operations in July 2012
Established in June 25, 2012; started
PCK-Palawan, Inc. 60% operations in July 2012
PCK-AMC, Inc. 60% Established in January 26, 2006
PCK-Estancia, Inc. 60% Established in October 27, 2014
43

%
Remarks
Ownership
Pancake House Int’l, Inc. 100% Established in February 6, 2007
Teriyaki Boy International - Inc. 100% Established in June 8, 2012

Yellow Cab Food Co. International - Established in June 8, 2012
100%
Inc.
Pancake House, International Established in November 24, 2008
100%
Malaysia Sdn Bhd (PHIM)
PH Ventures, Inc. 100% Established in October 17, 2001
Pancake House Products, Inc. 100% Established in July 2, 2001
Dencio’s:
Established in January 2005; started
DFSI-One Nakpil, Inc. 60% commercial operations immediately
thereafter
Established in March 18, 2005 by DFSI;
DFSI Subic, Inc. 100% started commercial operations in
November 2005
Golden BERRD Grill, Inc. 100%
Established in June 19, 2002
Teriyaki Boy:
TERIYAKI BOY GROUP, INC. (TBGI) 70% Acquired by PHI on October 28, 2005
28% Established in May 2005; started

TBGI Tagaytay, Inc. commercial operations in November 2006
Established in November 2006; started
TBGI Marilao, Inc. 36% commercial operations in January 2007
Established in March 2007; started
TBGI Trinoma, Inc. 42% commercial operations in May 2007
Tboy MS, Inc. 35% commercial operations in December 2007
Singkit:
88 JUST ASIAN, INC. 80% commercial operations in May 2006
Le Coeur de France:
Acquired on February 8, 2008
BOULANGERIE FRANCAISE, INC. 100%
The Chicken Rice Shop:

CRPPHILIPPINES, INC. 50% commercial operations in April 2011
44

%
Remarks
Ownership
Yellow Cab Pizza:
Acquired on September 9, 2011
YELLOW CAB FOOD CORP. 100%
Established on November 2012; started
YCPI Pizza Ventures, Inc. 55% commercial operations in December 2012
Max’s Entities:
100% Established in August 20, 1981
Max’s Makati, Inc.
Max’s Kitchen, Inc. 100% Established in September 11, 2002
Max’s SM Marikina, Inc. 100% Established in July 10, 2008
Chicken’s R Us, Inc. 100% Established in July 2, 2002
Square Top, Inc. 100% Established in March 20, 2001
Max’s (Ermita), Inc. 100% Established in February 3, 1969
Max’s Baclaran, Inc. 100% Established in September 8, 1981
Max’s Food Services, Inc. 100% Established in February 25, 1974
No Bia, Inc. 100% Established in January 17, 2001
Max’s Bakeshop, Inc. 100% Established in May 8, 1989
Max’s Circle, Inc. 100% Established in August 20, 1993
Max’s Franchising, Inc. 100% Established in March 19, 1998
Ad Circles, Inc. 100% Established in February 23, 2001
The Real American Doughnut

100% Established in May 16, 2006
Company, Inc.
Fresh Healthy Juice Boosters, Inc. 100% Established in April 8, 2011
Global Max Services Pte. Ltd. -

ROHQ
Max’s Express Restaurant, Inc. 100% Established in December 4, 2012
Room Ventures Corporation 100% Established in January 2, 2012
45

%
Remarks
Ownership
MGOC Holdings, Inc. 100% Established in April 12, 2005
Trota Gimenez Realty Corporation 100% Established in November 2, 1982
Alpha (Global) Max Group Limited 100% Established in January 28, 1982
eMax’s LLC 100% Established in August 8, 2000
Global Max Services Pte. Ltd. –

100% Established in November 25, 2011
Home Office
M Food Concepts, Inc. 100% Established in October 12, 2015
Sizzlin’ Steak, Inc. 100% Established in October 1, 2015
Financial Condition, Liquidity and Capital Resources
Financial Condition
The following table shows the consolidated assets, liabilities and stockholder's
equity as of December 31, 2015 and 2014.
Table 2 - Consolidated Balance Sheet
As of December 31, 2015 As of December 31, 2014
Current Assets 2,196.92 2,361.84

Total Assets 11,316.23 10,707.06
Current Liabilities 4,129.68 4,396.73
Total Liabilities 6,864.67 6,674.19
Total Equity 4,451.57 4,032.87
As of December 31, 2015, consolidated assets amounted to P11.32 billion from P10.71 billion
as of December 31, 2014. Total liabilities came in at P6.86 billion in 2015 compared to P6.67
billion in 2014. Total Stockholder's Equity stood at P4.45 billion in 2015.
46

Liquidity Position
The table below shows the current ratio, asset-to-equity ratio and debt-to-equity ratio for the
years ended December 31, 2015, 2014 and 2013:
Table 3 – Liquidity and Solvency Ratios (x: 1.00)
2015 2014 2013
Current Ratio 0.56 0.54 0.52

Asset-to-Equity Ratio 2.60 2.65 2.90
Debt-to-Equity Ratio 1.60 1.65 1.90
The Company's current ratio was at 0.56x as of twelve months ended December 31, 2015.
Asset-to-Equity ratio came in at 2.60x, while Debt-to-Equity ratio stood at 1.60x in 2015.
ACCOUNTS WITH MORE THAN 5% CHANGE IN BALANCES

(Against December 31, 2014 Balances)
Cash
Lower cash balance due to payment of liabilities and purchase of inventory, property and
equipment for new stores
Trade and Other Receivables

Lower trade and other receivables as a result of efficient collection activities
Inventories
Higher inventories driven by additional purchases for new stores
Property and Equipment

Increase in property and equipment attributed to cost of new stores
Net Retirement Plan Assets/Liabilities

Decrease in net retirement plan assets due to lower value of fair value of plan assets
Security Deposits on Lease Contracts

Higher security deposits on lease contracts owing to deposits paid for new stores
Other Noncurrent Assets

Increase in other noncurrent asset driven by deferred input VAT relating to new stores
47

Trade and Other Payables
Lower trade and other payables due to payments made to suppliers
Loans Payable
Lower loans payable due to settlement of bank loans
Long-Term Debt
Increase in long-term debt due to additional bank borrowings to fund working capital
Mortgage Payable
Lower mortgage payable due to payments made to mortgage-related accounts
Income Tax Payable

Higher income tax payable due to larger taxable income
Accrued Rent Payable

Lower accrued rent payable due to amortization of rent
Provision for Share in Equity in Net Losses of a Joint Venture

Lower provision for share in equity in net losses of a joint venture due to foreign exchange
fluctuations
Other Noncurrent Liabilities

Lower other noncurrent liabilities attributed to other accrued payables
RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR 2014
The discussion pertains to the results of operations of the Pancake House Group for
the twelve months ended 2014 and Max’s Entities for the two months ended 2014
based on Securities Exchange Commission approval on the consolidation in
November 2014.
This discussion further shows full year comparative Pro-forma and Core Net Income
with the difference being one-off costs related to the acquisition of Pancake House
Group in February 2014. Please refer to page 33.
48

Max’s Group, Inc. reported consolidated revenues of P4.87 billion for the twelve months ended
2014. Store sales, accounted for 86% of total revenues was at P4.19 billion, with a network of
540 branches including 28 overseas as of December 31, 2014. The Company deliberately
ceased operations of 33 outlets across different brands in 2014. This initiative saved the
Company approximately P31.5 million annually, allowing the Company to divert resources to
other growing and value-accretive ventures.
Commissary sales, constituted 11% of total revenues stood at P518.0 million in 2014. There are
on-going activities to rationalize back-end operations by maximizing productivity of the
Company’s existing commissaries. Franchise income (franchise and royal fees) comprised 3% of
total revenues came in at P156.4 million in 2014. The Company opened 12 franchised stores
and signed four new franchise agreements during the year. These are expected to be part of
the Company’s store expansion pipeline in 2015.
Winning brands Max’s, Pancake House, Yellow Cab and Krispy Kreme were the largest revenue
contributors of the group. Full year Pancake House and Yellow Cab revenues were at P993.5
million and P1.95 billion, respectively. Max’s and Krispy Kreme revenues for the last two months
of 2014 were at P802.8 million and P278.6 million, correspondingly. These brands collectively
accounted for P4.02 billion or 83% of total revenues for the reported period.
The Company continues to refresh its others brands namely Teriyaki Boy, Dencio’s and Sizzlin’
Steak by repositioning and right-sizing stores in prime locations, uplifting food quality,
enhancing store appearance and improving service levels.
Following its merger with the Pancake House Group, the company underwent a comprehensive
revamping program to align its portfolio of brands and consolidate operations. This initiative
includes enhancing top brands, reinvigorating, selling, converting or discontinuing
underperformers and upgrading service platforms.
Consolidated cost of sales was at P3.95 billion in 2014 or 81% of total revenues, primarily
driven by price fluctuations in raw materials and packaging components.
General and administrative expenses came in at P712.7 million or 15% of total revenues in
2014, mainly attributed to personnel expenses and occupancy costs.
Provision for impairment loss was recorded at P150.6 million in 2014, due to the effect of
allowances booked for past due accounts and leasehold improvements related to closed stores.
This is part of management’s on-going housekeeping initiative to enter 2015 with a stronger
balance sheet.
Selling and marketing expenses stood at P203.2 million in 2014, mainly steered by intensified
advertising and promotional campaigns aimed at strengthening brand equity and broadening
market scope.
49

Consolidated EBITDA registered at 5.9% of sales to P286.6 million for the twelve months ended
2014 of Pancake House Group and two months ended 2014 of Max’s Entities. As a result of
interest and other costs related to the acquisition and integration, the Company posted a net
loss of P66.2 million as of December 31, 2014. Excluding one-time costs, core net income would
have been P73.2 million in 2014.
As of today, the company is implementing its blueprint for generating synergies within its base
of operations across all brands primarily from supply chain, marketing and support services. The
company will adopt category management in its procurement of raw materials to capitalize on
negotiated prices with suppliers. A shared services model will likewise be rolled out in the first
half of 2015 to centralize back-end support for both local and international operations. The
company expects to benefit from considerable cost savings as it expects to realize a significant
portion of these efficiencies this year, creating more flexibility to reallocate resources and
expand margins.
Management actions on the integration are on track with the company’s overall development
strategy. The company continues to evaluate opportunities for expansion and identify other
savings. For this year, the company plans to open 80-90 stores across its brands, with at least
more than half already backed by signed agreements and firm locations to date.
Comparative Pro-forma and Core Income Statement
The following provides a comparative pro-forma and core income statement discussion
reflecting combined results of operations for both Max’s Entities and Pancake House Group for
full year 2014.
Max’s Group, Inc. generated revenues of P9.55 billion for the twelve months ended December
31, 2014, up 5% from P9.22 billion for the twelve months ended December 31, 2013. Store
sales grew 7% to P8.02 billion in 2014 versus P7.25 billion in the previous year despite planned
closure of 33 outlets and downtime owing to renovation works carried out to upgrade store
facilities. Commissary sales declined 4% to P1.26 billion in 2014 from P1.30 billion in 2013 while
franchise income (franchise and royalty fees) contracted 6% to P267.5 million as a result of
management’s deliberate move to shut down underperformers, which included some franchised
stores.
Consolidated cost of sales was at P7.72 billion, equivalent to 80% of total revenues in 2014,
down 5% from P7.25 billion and a cost to sales ratio of 80% in 2013, due to the impact of
streamlining supply chain activities and optimization of commissary operations.
Consolidated EBITDA stood at 7% to P700.2 million for the twelve months ended 2014.
Nonetheless, the Company posted a net loss of P56.0 million for the year. On a stand-alone
basis, Max’s Entities posted a net income of P1.39 billion in 2014 primarily driven by mark-to-
market gains related to the sale of Max’s Group shares. Excluding one-time gains, regularized
net income would result to P155.6 million in 2014, while Pancake House Group recorded a net
loss of P1.5 million for the same period.
50

As a result of undertaking a series of market-moving transactions in 2014, the Company
incurred certain costs, which are one-off in nature and are not expected to be part of the
ordinary course of business moving forward. A total of P314.7 million were booked as non-
recurring expenses in 2014 bulk of which comprised of interest costs related to the acquisition,
provisions for impairment losses on uncollected receivables and leasehold improvements due to
closed stores as well as professional fees associated with capital raising. After-tax effect of
these one-offs amounted to P210.1 million as of year-end.
Under normalized earnings notwithstanding the impact of one-time costs, core net income
would have been P154.1 million for 2014. The Company is looking forward to unlocking the
potential of a larger group and propelling its brands to the next phase of growth.
Table 1 - Consolidated Profitability Ratios (x: 1.00)
2014 2013 2012
Net Income Ratio -1.36% 2.11% 4.36%

Return on Assets -6.76% 2.67% 5.16%
Return on Equity -1.64% 7.73% 14.53%
Financial Statements
The consolidated financial statements of Max’s Group, Inc. (“MGI”) and its subsidiaries as of
December 31, 2014 and for the years ended December 31, 2013 and 2012 include the
consolidated accounts of the Company and the following subsidiaries:
%
Remarks
Ownership
Pancake House:
Established in 2004; started commercial
Happy Partners, Inc. 51% operations in September 2004
PCK-MTB, Inc. 60% commercial operations in May 2005
Established in February 2005; started
PCK Bel-Air, Inc. 51% commercial operations in May 2005
Established in February 2006; started
Always Happy Greenhills, Inc. 60% commercial operations in March 2006
PCK MS, Inc. 50% commercial operations in November 2007
Established in September 2009;
PCK Boracay, Inc. 60% started commercial operations in
October 2009
51

%
Remarks
Ownership
Always Happy BGC, Inc. 51% Established in January 2011; started
commercial operations in March 2011
PCK-LFI, Inc. 7x0% Established in January 2011; started

commercial operations in April 2011
PCK-N3, Inc. 51% commercial operations in May 2011
Established in June 2012; started
PCKPolo, Inc. 70% operations in July 2012
Pancake House Int’l, Inc. 100% Established in February 2007
PH Ventures, Inc. 100%

Pancake House Products, Inc. 100%
Dencio’s:
DFSI-One Nakpil, Inc. 60% commercial operations immediately
thereafter
DFSI Subic, Inc. 100% Established in March 2005 by DFSI;

started commercial operations in
Golden BERRD Grill, Inc. 100% November 2005
Teriyaki Boy:
TERIYAKI BOY GROUP, INC. (TBGI) 70% Acquired by PHI on October 28, 2005
40% Established in May 2005; started

TBGI Tagaytay, Inc. commercial operations in November 2006
TBGI Marilao, Inc. 51% commercial operations in January 2007
TBGI Trinoma, Inc. 60% commercial operations in May 2007
Tboy MS, Inc. 50% commercial operations in December 2007
Singkit:
88 JUST ASIAN, INC. 80% commercial operations in May 2006
Le Coeur de France:
Acquired on February 8, 2008
BOULANGERIE FRANCAISE, INC. 100%
52

%
Remarks
Ownership
The Chicken Rice Shop:

CRPPHILIPPINES, INC. 50% commercial operations in April 2011
Yellow Cab:
100% Acquired on September 9, 2011
YELLOW CAB FOOD CORP.
55% Established on November 2012; started
YCPI Pizza Ventures, Inc. commercial operations in December 2012
Max’s Entities:
Max’s Makati, Inc.
Max’s Kitchen, Inc. 100% Established in September 11, 2002
Max’s SM Marikina, Inc. 100% Established in July 10, 2008
Chicken’s R Us, Inc. 100% Established in July 2, 2002
Square Top, Inc. 100% Established in March 20, 2001
Max’s (Ermita), Inc. 100% Established in February 3, 1969
Max’s Baclaran, Inc. 100% Established in September 8, 1981
Max’s Food Services, Inc. 100% Established in February 25, 1974
No Bia, Inc. 100% Established in January 17, 2001
Max’s Bakeshop, Inc. 100% Established in May 8, 1989
Max’s Circle, Inc. 100% Established in August 20, 1993
Max’s Franchising, Inc. 100% Established in March 19, 1998
Ad Circles, Inc. 100% Established in February 23, 2001
The Real American Doughnut

100% Established in May 16, 2006
Company, Inc.
Fresh Healthy Juice Boosters, Inc. 100% Established in April 8, 2011
Global Max Services Pte. Ltd. -

ROHQ
Max’s Express Restaurant, Inc. 100% Established in December 4, 2012
53

%
Remarks
Ownership
Room Ventures Corporation 100% Established in January 2, 2012
MGOC Holdings, Inc. 100% Established in April 12, 2005
Trota Gimenez Realty Corporation 100% Established in November 2, 1982
Financial Condition, Liquidity and Capital Resources
Financial Condition
The following table shows the consolidated assets, liabilities and stockholder's
equity as of December 31, 2014 and 2013.
Table 2 - Consolidated Balance Sheet
As of December 31, 2014 As of December 31, 2013
Current Assets 2,361.84 951.12

Total Assets 9,901.19 2,969.92
Current Liabilities 4,396.73 1,821.80
Total Liabilities 5,868.32 1,944.49
Total Equity 4,032.87 1,025.43
As of December 31, 2014, consolidated assets amounted to P9.90 billion from P2.97 billion
as of December 31, 2013. Total liabilities came in at P5.87 billion in 2014 compared to P1.94
billion in 2013. Total Stockholder's Equity stood at 4.03 billion in 2014.
54

Liquidity Position
The table below shows the current ratio, asset-to-equity ratio and debt-to-equity ratio for the
years ended December 31, 2014, 2013 and 2012:
Table 3 – Liquidity and Solvency Ratios (x: 1.00)
2014 2013 2012
Current Ratio 0.51 0.52 1.01

Asset-to-Equity Ratio 2.43 2.90 2.82
Debt-to-Equity Ratio 1.43 1.90 1.82
The Company's current ratio was at 0.51x as of twelve months ended December 31, 2014.
asset-to-equity ratio came in at 2.43x, while debt-to-equity ratio stood at 1.43x in 2014.
ACCOUNTS WITH MORE THAN 5% CHANGE IN BALANCES

(Against December 31, 2013 Balances)
Cash
Cash level stood at P956.5 million as of December 31, 2014, boosted by proceeds from the
Company’s follow-on offering.
Trade and Other Receivables

Trade and other receivables amounted to P677.6 million in 2014, net of impairment loss of
P180.7 million.
Inventories
Inventories were at P364.29 million as at December 31, 2014, primarily composed of food and
beverage items.
Prepaid expenses and Other Current Assets

Prepaid Expenses and Other Current Assets totaled to P263.60 million, due to prepayments for
newly opened stores.

Property and Equipment settled at P1.71 billion as of December 31, 2014.
Intangible Assets
Intangible Assets ended at P4.13 billion as of December 31, 2014, mainly comprised of
goodwill.
55

Pension Asset
Pension Asset was recorded at P462.15 million as at December 31, 2014, due to present value
of defined benefit obligation.
Deferred Income Tax Assets

Deferred Income Tax Assets came in at P93.3 million as of December 31, 2014, due to
provisions for retirement benefits.
Security Deposits on Lease Contracts

Security Deposits on Lease contracts was at P320.57 million as of December 31, 2014, driven
by prepayments of security deposits for new stores.
Other Non-Current Assets

Other Non-Current Assets stood at P289.1 million as at December 31, 2014, attributable to
reclassification and utilization of deposits.
Trade and Other Payables

Trade and Other Payables ended at P2.19 billion as of December 31, 2014, owing to payments
due to suppliers.
Loans Payable
Loans Payable settled at P2.09 billion as at December 31, 2014, due to additional bank
availments.
Current Portion of Long-Term Debt

Current Portion of Long-Term Debt amounted to P73.7 million as of December 31, 2014, due
to short-term borrowings.
Income Tax Payable

Income Tax Payable was at P37.9 million as at December 31, 2014.
Long-Term Debt
Long-Term Debt totaled to P1.20 billion as of December 31, 2014, mainly composed of bank
borrowings.
Retirement Benefit Obligations

Retirement Benefit Obligations stood at P101.9 million as of December 31, 2014, comprised of
retirement provisions.
Capital Stock
Capital Stock stood at P1.09 billion as at December 31, 2014, related to declaration of stock
dividends in September 2014.
56

Cash Dividends
The following dividends were declared out of the Company’s retained earnings since
2011:
Retained Amount
Declaration Payment Total Dividends
Record Date Earnings as per Share
Date Date (PHP)
of (PHP)
December%31,%
May%27,%2011% June%15,%2011% June%30,%2011% 0.0907% 21,568,048.00%
2010%
December%8,% December%23,% December%29,%
June%30,%2011% 0.0512% 12,175,127.30%
2011% 2011% 2011%
December%31,%
May%31,%2012% June%15,%2012% June%29,%2012% 0.1469% 34,932,152.34%
2011%
March%11,% March%29,%
Feb%22,%2013% June%30,%2012% 0.1007% 23,946,002.32%
2013% 2013%
December%31,%
June%28,%2013% July%12,%2013% July%31,%2013% 0.1897% 45,109,797.81%
2012%
100%%
August%22,% September%
May%12,%2014% O% Stock% 259,210,840.00%
2014% 18,%2014%
Dividends%
March%14,% March%30,% December%31,%
April%13,%2016% 0.1153% 125,347,006.57%
2016% 2016% 2015%
Equity Securities
There were no issuances, repurchases and repayments of debt and equity securities during the
period.
DISCUSSION OF THE COMPANY’S TOP FIVE (5) KEY PERFORMANCE INDICATORS
The following are the major performance indicators that the company uses. Analyses are
employed by comparisons and measurements based on the financial data for the twelve
months ended December 31, 2015 and 2014.
Number of Stores
Consistent with its thrust to grow the business, the Group opened new stores to make way for
a broader market reach. The Company focused on a disciplined expansion strategy to assure
sustainable growth. The Company reinvested its resources in the expansion of stores across
all brands while it rationalized other stores for relocation to areas appropriate to its market.
57

Below is the breakdown of the Company’s store network as of December 31, 2015:
Company Owned Franchised International Joint Venture Total

Max’s Restaurant 83 72 21 - 176
Pancake House 53 62 8 7 130
Yellow Cab 105 19 6 1 131
Krispy Kreme 75 - - - 75
Sizzlin’ Steak 9 2 - - 11
Teriyaki Boy 16 7 - 3 26
Dencio’s - 9 - 1 10
Kabisera 1 - - - 1
Le Couer De France 4 - - - 4
Maple 3 - - - 3
Jamba Juice 19 1 - - 20
Eats 1 - - - 1
Grand Total 369 172 35 12 588
System Sales
System Wide Sales pertains to the total sales to customers both from company-owned and
franchised stores.
Total system-wide sales of the Company amounted to P13.63 billion for the twelve months
ended December 31, 2015.
Revenues
The company and its operating subsidiaries generate revenues from three sources: (i)
Restaurant sales from company-owned stores; (ii) Commissary sales to franchised stores; and
(iii) Fees from franchisees consisting of one-time franchise fees and continuing license fees.
The Company posted consolidated revenues of P10.37 billion for the twelve months ended
2015.
Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA)
EBITDA measures the company’s ability to generate cash from operations. It is computed by
adding back depreciation and amortization (non-cash expenses) to earnings before interest
and income taxes are deducted.
Consolidated EBITDA was at P1.22 billion million for the twelve months ended 2015.
58

Net Income Ratio
Net Income Ratio provides a measure of return for every peso of revenue earned, after all
other operating expenses and non-operating expenses, including provision for income taxes,
are deducted. It is the percentage of the company’s income after tax to net sales in a given
period.
Net Income Ratio came in at 4.83% for the twelve months ended 2015 from a reported net
loss margin of 1.36% for the twelve months ended 2014 of Pancake House Group and for the
two months ended 2014 of Max’s Entities.
Off Balance Sheet Transactions, Arrangement, Obligation and Other Relationships
There are no off-balance sheet transactions, arrangements, obligation (including contingent

obligations), and other relationships of the Company with unconsolidated entities or other
persons created during the reporting period.
Item 7. Financial Statements
Attached is an index for the Company’s audited consolidated financial statements and
supplementary schedules as of and for the years ended December 31, 2015 and 2014 and
2013.
Item 8. Changes in and Disagreements With Accountants on Accounting and

Financial Disclosure
Stockholders of the Company appointed Reyes Tacandong & Co. as the Company’s external
auditor at the Annual Stockholders’ Meeting held on June 29, 2015. There have been no
disagreements with the external auditor with regards to any matter relating accounting
principles or practices, financial statement, disclosures or auditing scope or procedure.
59

PART III - CONTROL AND COMPENSATION INFORMATION
Item 9. Directors and Executive Officers of the Issuer
The following served as the Directors and Officers of the Company for the year 2015:
SHARON T. FUENTEBELLA, Chairperson

Sharon T. Fuentebella, age 49, Filipino, currently sits as President of The Real American
Doughnut Company, Inc., Fresh Healthy Juice Boosters, Inc., MGOC Holdings Corp. and Trota,
Gimenez Realty Corp. She holds the Directorship and acts as Chairperson to most of Max’s
corporations and its affiliates namely: Max’s Ermita, Inc., Chicken’s R Us, Inc., Max’s Food
Services, Inc., Max’s Baclaran, Inc., Max’s Makati, Inc., Max’s Kitchen, Inc., Max’s Circle, Inc.,
Max’s SM Marikina, Inc. and other affiliates such as, Ad Circles, Inc., No Bia, Inc., Square Top,
Inc., Room Ventures, Corp., Max’s Express Restaurants, Inc., and Max’s Bakeshop, Inc. Ms.
Fuentebella holds a Bachelor of Science degree in Business Management from the De La Salle
University and has completed training seminars/programs for managing family-owned
companies conducted by the Asian Institute of Management (AIM) and managing growing
companies from Stanford University.
ROBERT F. TROTA, President and Chief Executive Officer

Robert F. Trota, age 48, Filipino, currently serves as President of No Bia, Inc. and Trotam Realty
Corp. He also sits as the Board of Directors for most of the Max’s corporations and its affiliates.
He is currently the Vice Consul for the Consulate General of Ireland. Moreover, Mr. Trota served
as Chairman of the Philippine Franchise Association from June 2009 to 2013. Mr. Trota holds a
Bachelor of Science degree in Business Management from the De La Salle University and has
completed training seminars/programs for effective management and family-owned company
governance and management conducted by the Asian Institute of Management (AIM).
CRISTINA T. GARCIA, Director

Cristina T. Garcia, age 50, Filipino, is currently the Resident Agent and Director for Finance of
Global Max Services Ltd. – ROHQ. She likewise holds the Directorship and Treasurer positions
in various companies namely: Max’s Ermita, Inc., Max’s Food Services, Inc., Chicken’s R Us,
Inc., Max’s Baclaran, Inc., Max’s Circle, Inc., Max’s Express Restaurants, Inc., No Bia, Inc., Trofi
Ventures Corp., Trofi Holdings Corp., Trofi Boosters Corp., Max’s SM Marikina, Inc., Room
Ventures Corp., Max’s Bakeshop, Inc., Max’s Franchising, Inc., Max’s Makati, Inc., Max’s
Kitchen, Inc., The Real American Doughnut Company, Inc., Fresh Healthy Juice Boosters, Inc.,
MGOC Holdings, Inc., Ad Circles, Inc., Square Top, Inc. and Trota, Gimenez Realty Corp. Ms.
Garcia holds a Bachelor of Science degree in Business Management from the Ateneo de Manila
University (1986).
60

CAROLYN T. SALUD, Director
Carolyn T. Salud, age 52, Filipino, holds the Directorship and President position of Max’s
corporations namely: Max’s Ermita, Inc., Chicken’s R Us, Inc., Max’s Food Services, Inc., Max’s
Baclaran, Inc., Max’s Makati, Inc., Max’s Kitchen, Inc., Max’s Circle, Inc., Max’s SM Marikina,
Inc. and other affiliates such as, Ad Circles, Inc., No Bia, Inc., Square Top, Inc., Room
Ventures, Corp., Max’s Express Restaurants, Inc., and Max’s Bakeshop, Inc. She likewise serves
as Chairperson of Fresh Healthy Juice Boosters, Inc., The Real American Doughnut Company,
Inc., Trofi Boosters Corp., Trofi Holdings, Corp., Trofi Ventures, Corp., Trota, Gimenez Realty
Corp. and MGOC Holdings, Corp. Ms. Salud holds a Bachelor of Science degree in Business
Administration from Assumption College.
DAVE T. FUENTEBELLA, Director and Chief Finance Officer

Dave T. Fuentebella, age 48, Filipino, is currently the Chief Finance Officer of Max’s Group, Inc.
He was previously a full-tima banking professional, having held various positions in BPI Capital,
Citibank, Standard Chartered Bank, and Credit Agricole since 2001. He has been the Director
and Head of Global Transaction Banking in Deutsche Bank since 2012. He previously served as
Director in Max’s Makati, Inc., Max’s Kitchen, Inc., Max’s Sta. Mesa, Inc. and Square Top, Inc.
Mr. Fuentebella holds a Bachelor of Arts degree in Economics and Political Science from the
University of California, Berkeley and completed his Master’s Degree in Business in the Asian
Institute of Management (AIM).
JIM T. FUENTEBELLA, Director

Jim T. Fuentebella, age 47, Filipino, is currently a Director and Vice President for Marketing of
Max’s Group, Inc., The Real American Doughnut Company, Inc., Fresh Healthy Juice Boosters,
Inc., MGOC Holdings, Inc., Trota, Gimenez Realty Corp., Ad Circles, Inc., Square Top, Inc. No
Bia, Inc. and Room Ventures, Inc. Mr. Fuentebella holds a Bachelor of Arts degree in Graphic
Design with a minor in Business Administration from the Academy of Art, University of San
Francisco and has completed training seminars/programs for effective management and family-
owned company governance and management conducted by the Asian Institute of Management
(AIM).
WILLIAM E. RODGERS, Director

William E. Rodgers, age 54, American, is the President of MG Rodgers Phil. Inc. He is a Director
for eMax’s LLC, Alpha Max Group LTD, Ad Circles, Inc., Max’s Franchising, Inc., Room Ventures
Corp., and Trota Gimenez Realty Corp. Mr. Rodgers holds a Master’s Degree in Economic
Development from Columbia University and has completed training seminars/programs for
family-owned company governance and management conducted by the Asian Institute of
Management (AIM).
61

ANTONIO JOSE U. PERIQUET JR., Independent Director
Antonio Jose U. Periquet Jr., age 55, Filipino, is an Independent Director of Max’s Group,
Inc. He is chairman of Pacific Main Holdings, Inc., Regis Financial Advisers, Inc. and the
Campden Hill Group inc. He also sits as a director of The Straits Wine Company, Inc., and
is an independent director of ABS-CBN Holdings, Inc., ABS-CBN Corporation, Ayala
Corporation, Bank of the Philippine Islands, BPI Capital Corporation, BPI Family Bank, Inc.,
DMCI Holdings, Inc., and the Philippine Seven Corporation. He is a trustee of Lyceum of
the Philippines University and a member of the Global Advisory Board of the University of
Virginia's Darden School of Business. Mr. Periquet holds an AB Economics degree from the
Ateneo de Manila University, an MSc in Economics from Oxford University and an MBA from
the University of Virginia.
CHRISTOPHER P. TANCO, Independent Director

Christopher P. Tanco, age 53, American, is an Independent Director of Max’s Group, Inc.
He is currently Executive Vice President and Chief Operating Officer at 7-Eleven, Inc. Prior,
he was also Senior Vice President of International at 7-Eleven, Inc. Previously, he served as
the Chief Franchise Officer of Yum! Brands, Inc. With nearly 20 years of experience, he
served in various International, Operations and Franchising leadership roles.
KEY OFFICERS
REBECCA R. ARAGO, Treasurer, Compliance Officer and Corporate Information Officer

Rebecca R. Arago, 44, Filipino, is currently the Treasurer, Compliance Officer and Corporate
Information Officer of Max’s Group, Inc. Prior to the acquisition of the of the Pancake House
Group by the Max’s Group of Companies (MGOC), Ms. Arago has also held the position of Chief
Finance Officer since 2008. Prior to joining MGOC, Ms. Arago was Assistant Vice-President for
Finance of Ubix Corporation, Comptroller of Philippine Seven Corporation, Accounting Manager
of Shoemart Inc., Chief Accountant of Puerto Azul Beach & Country Club, and Senior Auditor of
SyCip, Gorres, Velayo & Co. She obtained her Bachelor of Accountancy from the Polytechnic
University of the Philippines and is a Certified Public Accountant. She served as President of the
Association of CPAs in Commerce and Industry (ACPACI), the primary sectoral organization of
certified public accountants in the commerce and industry sector of the Philippine Institute of
Certified Public Accountants (PICPA), in 2012.
CORAZON C. JACINTO , Supply Chain Director

Corazon C. Jacinto, 54, Filipino, is currently the Supply Chain Director of Max’s Group, Inc. Prior
to joining MGI, Ms. Jacinto was Vice President of Corporate Procurement for Splash
Corporation, Strategic Procurement Head for NutriAsia Phils., Inc., Senior Vice President for
Commercial for Blue Circle Phil., Inc., Logistics Director for Astec Power Phils., Inc., Regional
Purchasing Manager for Kraft Foods Phils., Inc., and Logistics Manager for Telefunken
Microelectronics Phils., Inc. She obtained her Bachelor of Science in Business Administration
Major in Operations Management from Philippines School of Business Administration.
62

GEMMA M. SANTOS, Corporate Secretary
Gemma M. Santos, age 53, Filipino, is the Corporate Secretary of Max’s Group, Inc. She serves
as Corporate Secretary of various corporations, including publicly listed companies Vista Land &
Lifescapes, Inc. and Roxas Holdings, Inc., and is a director of the Philippine Associated Smelting
and Refining Corp. (PASAR). She is a practicing corporate lawyer and is a Senior Partner in
Picazo Buyco Tan Fider & Santos Law Offices. Atty. Santos obtained her Bachelor of Arts and
Bachelor of Laws degrees from the University of the Philippines.
MARK E. GAMBOA, Marketing Director

Mark E. Gamboa, 40, Filipino, is currently the Marketing Director of Max’s Group, Inc. Prior to
joining MGI, Mr. Gamboa was Promotions Manager for Shakey’s Pizza Restaurant and Marketing
Officer for Kenny Rogers Roasters. He obtained his Bachelor of Science in Hotel and Restaurant
Management from University of Sto. Tomas.
FRITZ J. BALDORIA, Assistant Corporate Secretary

Fritz J. Baldoria, 37, Filipino, is currently the Corporate Legal Counsel of the Corporation. Prior
to joining MGOC, Mr. Baldoria was the Head of the Customer Relations Department and Legal
Counsel for Global-Estate Resorts, Inc., the Asst. Vice President for Legal in Viva
Communications, Inc., Of-counsel in Santiago & Santiago Law Offices directly handling clients in
the food industry, Associate at Britanico Sarmiento & Franco Law Offices, and Senior Associate
at Sycip Gorres & Velayo & Co. Mr. Baldoria obtained his Juris Doctor degree from the Ateneo
de Manila School of Law and became a member of the Integrated Bar of the Philippines in
2007.
PAUL C. CHEAH, Assistant Compliance Officer

Paul C. Cheah, 32, Filipino, is currently the Investor Relations and Compliance Manager of Max’s
Group, Inc. Prior to joining MGI, Mr. Cheah was Investor Relations and Compliance Associate
Manager for Ayala Land, Corporate Planning and Investor Relations Manager for Cebu Pacific
Air, Senior Financial Planning Analyst for Globe Telecom, Financial Analyst for Banco de Oro
Unibank and Associate for Deutsche Knowledge Services. He obtained his Bachelor of Business
and Finance Degree from Heriot Watt University Scotland and Master’s in Business
Administration from Ateneo Graduate School of Business.
Family Relationships amongst Directors and Officers
From the Trota Family:

Mr. Robert F. Trota, Ms. Cristina T. Garcia and Ms. Carolyn T. Salud are siblings.
From the Fuentebella Family:

Ms. Sharon T. Fuentebella, Mr. Dave T. Fuentebella and Mr. Jim T. Fuentebella are siblings.
The members of both the Trota and Fuentebella families are first-degree cousins.
Mr. William E. Rodgers is an uncle of the Trota and Fuentebella families.
63

Legal Proceedings
Listed below are the pending legal cases of the Company. The Company does not expect or
anticipate that the outcome of any of the foregoing cases would affect the Company in any
significant manner.
1. Fely Jayag v. Max’s Makati, Inc. (MMI)

NLRC-NCR Case No. 2014-003-04374
National Labor Relations Commission
The facts of this case are related to the Pavo case. Jayag was terminated as a branch
administrative officer in Max’s Sucat for doing business with her own branch, a
dismissible violation under the Code of Ethics of MMI. As a result, Jayag filed a case for
illegal dismissal against MMI claiming payment of separation pay amounting to
P500,000.00. The case is pending with the Court of Appeals.
2. Kenneth G. Kibanoff v. Chicken’s R Us, Inc. (CRUI)

Appeal Case No. 010-08 (Adm. Case No. 07-66)
Department of Trade and Industry (DTI)
Kibanoff filed a case against CRUI complaining of bad service in the baptismal reception
of his daughter. On 14 December 2009, the Consumer Arbitration Officer rendered a
decision in favor of Kibanoff ordering CRUI to pay a total of P69,000.00 as damages and
administrative fines. CRUI filed a Notice of Appeal, from which the DTI issued an order
requiring Kibanoff to file a Comment/Reply. Kibanoff did not file any Comment/Reply
and CRUI had not received any order from DTI.
3. K2 Asia Ventures, et al. v. Robert F. Trota, et al.

Case No. 09 CVS 2766
Superior Court Division
North Carolina, Forsyth County
The plaintiffs are K2 Asia Ventures, Ben C. Broocks and James G.J. Crowe. The
defendants are: Robert F. Trota, Veronica Trota, Joselito Saludo (sic), Carolyn T. Salud,
Roland V. Garcia, Cristina T. Garcia, Jim T. Fuentebella, Mavis M. Fuentebella, Sharon T.
Fuentebella, Max’s Baclaran, Inc., Chicken’s R Us, Inc., Max’s Makati, Inc., Max’s Ermita,
Inc., Max’s of Manila, Inc., The Real American Doughnut Company, Inc., Trofi Ventures
Corp., Ruby Investments Company Holdings (sic) and Krispy Kreme Doughnut Corp.
Plaintiff Broocks is a lawyer from Houston, TX who wanted to establish Krispy Kreme
outlets across Asia. For the Philippines, Broocks and the Max’s Group agreed that
Broocks would look for investors to establish the Krispy Kreme brand in the Philippines,
while Max’s Group would serve as the operator. However, Broocks was not able to find
any investor. As a result, the Max’s Group decided to source the funding on its own to
establish and operate the Krispy Kreme brand in the Philippines. In turn, the Max’s
Group and the Krispy Kreme Doughnut Corp. of North Carolina entered into an exclusive
Development Agreement for the Philippines.
64

In 2009, plaintiffs filed a case against defendants alleging that they were wrongfully
excluded from the Development Agreement. Plaintiffs demand payment of damages,
lost profits and lost opportunities from defendants. In 2013, the trial court dismissed
the case for lack of jurisdiction. Broocks appealed the decision and the case is currently
pending with the appellate court.
4. Alodeo F. Agsunod vs. Robert F. Trota, Eduardo B. Ungco, Jr., Cristina T.

Garcia, Jim T. Fuentebella, Carolyn T. Salud, Sharon T. Fuentebella, Erlinda T.
Fuentebella, Jean Burkley Rodriguez, Ruby Estaniel, Armando Orcena and
Rick Martilliano
I.S. No. XV-12-INV-14J-02489
For: Syndicated Estafa
Office of the City Prosecutor of Parañaque City
Alodeo F. Agsunod (“Agsunod”) was an employee of Q.C. Max’s, Inc. from 1961 to 1976.
(Q.C. Max’s, Inc. (“Q.C. Max’s”) has been dissolved several years ago and no longer
exists as a corporate entity.)
Agsunod claims that while an employee of Q.C. Max’s, he made an investment of Two
Hundred Pesos (P200.00) with the Max’s Ermita Loans and Savings Association, and One
Hundred Pesos (P100.00) with the Max’s Baclaran Employees Loans and Savings
Account Association. Agsunod asserts that he has not received any income from his said
investments, which he claims should have earned eight percent (80%) per annum from
1974. On this basis, Agsunod filed the present compliant against respondents, claiming
that the respondents are responsible for depriving him of his investments. The Office of
the City Prosecutor of Parañaque City dismissed the complaint of Agsunod. Agsunod
filed a Petition for Review with the Department of Justice.
5. Rhema International Livelihood Foundation, Inc. vs. Prescilla S. Cardenas, et

al.
Civil Case No. 102030
Metropolitan Trial Court
Branch 13, Manila
The case is a forcible entry case that Rhema International Livelihood Foundation, Inc.
(“RILFI”) filed against Prescilla S. Cardenas and other individuals in 2009 in relation to a
certain building in Ermita, Manila. In 2014, RILFI amended its complaint to include a
number of establishments located within the Ermita-Malate area as defendants, together
with the Yellow Cab Restaurant along U.N. Avenue, Manila.
In December 2014, YCFC filed its Answer to the Amended Complaint through the special
representation of its counsel. YCFC is waiting for the action of the court on this Answer.
65

6. Jayson B. Jacinto vs. Diana Sarapanan Ramos
NPS No. XV-05-INV-15J-3699
Office of the City Prosecutor of Makati City
Teriyaki Boy Group, Inc. (“TBGI”) filed a case for Qualified Theft against one of the
former accounting personnel who serviced TBGI, Diana Sarapanan Ramos. Ms. Ramos
is alleged to have illegally obtained money from the company, through money cards she
had in her custody, by making it appear that former employees have not yet resigned.
The amount involved is about Two Million Pesos (P2,000,000.00).
As of 24 November 2015, the case was submitted for resolution of the City Prosecutor’s
Office of Makati City.
Item 10. Executive Compensation
The following table summarizes the compensation of key management personnel of the
Company for the years ended December 31, 2015, 2014 and 2013.
Aggregate
Other
Name and Principal Position Compensation Annual
Bonus
(PhP) Compensat
ion
Period
Executive Officers
Sharon T. Fuentebella, Chairperson
Robert F. Trota, President and Chief Executive Officer
Dave T. Fuentebella, Chief Finance Officer 12 mos NA NA
Carolyn T. Salud, Director ended
Cristina T. Garcia, Director Dec 31,
Jim T. Fuentebella, Director 2015
William E. Rodgers, Director
Rebecca R. Arago, Treasurer and Corporate Information Officer
Corazon C. Jacinto, Supply Chain Director
Roy Marvin E. Quejada, Chief Operating Officer of Yellow Cab
Gretz G. Rivera, Chief Operating Officer of Pancake House
Rhodora M. De Leon, Human Resources Director
Lerry C. Sangalang, Information Technology Director
Rowena B. Caingat, Projects & Maintenance Director
Marives D. Bergonia, Technical Services Director
Mark E. Gamboa, Marketing Director
Jimmy F. Trota, Quality Assurance Director
Peter H. King, Chief Executive Officer for International
All Executive Officers as a Group P95,669,588.55
66

Aggregate
Other
Name and Principal Position Compensation Annual
Bonus
(PhP) Compensat
ion
Period
Executive Officers
Sharon T. Fuentebella, Chairperson
Robert F. Trota, President and Chief Executive Officer
Dave T. Fuentebella, Chief Finance Officer 12 mos NA NA
Carolyn T. Salud, Director ended
Cristina T. Garcia, Director Dec 31,
Jim T. Fuentebella, Director 2014
William E. Rodgers, Director
Rebecca R. Arago, Treasurer and Compliance Officer
Corazon C. Jacinto, Supply Chain Director
Bernadette M. Lee, Chief Operating Officer of Pancake House
Roy Marvin E. Quejada, Chief Operating Officer of Yellow Cab
Gretz G. Rivera, Business Development Director
Rhodora M. De Leon, Human Resources Director
Lerry C. Sangalang, Information Technology Director
Rowena B. Caingat, Projects & Maintenance Director
Marives D. Bergonia, Technical Services Director
Perry B. Sidiangco, Procurement Director
Mark E. Gamboa, Marketing Director
Jimmy F. Trota, Quality Assurance Director
All Executive Officers as a Group P26,498,489.96
Executive Officers
Martin P. Lorenzo, Chairman & CEO 12 mos
Cecile D. Macaalay, Chief Finance Officer ended
Bernadette M. Lee, Chief Operating Officer, Pancake House Dec 31, NA NA
Roy Marvin E. Quejada, Chief Operating Officer, Yellow Cab 2013
Maila Joy D. Mangubat, Chief Operating Officer, Teriyaki Boy
Clara R. Sumajit, Human Resources & Devt. Director
Maria Margarita S. Pablo, Supply Chain Director
Victoria C. Alejandrino, Commissary Head
Rowena B. Caingat, Projects & Maintenance, Director
Ruby R. Bautista, Marketing Director
All Executive Officers as a Group P18,809,270
The members of the Board of Directors of Max’s Group, Inc. each receive compensation
amounting to P75,000.00 for every board meeting attended starting 2014.
Management Incentive Plans
The Company has established a performance-based Management Incentive Plan (MIP) to

provide key executives and management employees with a long-term incentive program
designed to promote a sense of ownership, loyalty, and focus on both short-term and long-term
income. The MIP utilizes a cash bonus system. The MIP shall grant incentive bonuses to
executives and managers of specified salary grade levels provided that the relevant financial
targets are met.
67

Employee Stock Option Plan
The Company’s stockholders, in their meeting on June 26, 2001, approved the establishment of
an Executive Stock Option Plan ("ESOP") to provide key executives and management employees
with a long-term incentive program designed to promote a sense of ownership, loyalty, and
balance on both short-term and long-term objectives. However, such plan has not been
implemented and will be subject to further review by the new majority stockholders.
Item 11. Security Ownership of Certain Record and Beneficial Owners and
Management
Security Ownership of Certain Record and Beneficial Owners – as of December 31, 2015.
No. of Name of
Title of %
Name Address Shares Beneficial
Class Citizenship
Held Owner
11/F Ecoplaza
Building, 2305
Common Sharon T. Chino Roces Sharon T.
52,875,778 Filipino 6.8
Shares Fuentebella Avenue Fuentebella
Extension,
Makati City
Max’s Baclaran
Trofi Bldg., Roxas
Common Various
Ventures Boulevard, 72,922,668 Filipino 9.3
Shares shareholders
Corp. Baclaran
Paranaque City
11/F Ecoplaza
Ruby
Building, 2305
Investment
Common Chino Roces Various
Consolidated 44,410,668 Filipino 5.7
Shares Avenue shareholders
Holdings,
Extension,
Inc.
Makati City
Except as stated above and in the immediately succeeding section, the Board of Directors and
Management of the Company have no knowledge of any person who, as of record date, was
indirectly or directly the beneficial owner of more than 5% of the Company’s outstanding shares
of common stock or who has voting power or investment power with respect to shares
comprising more than 5% of the outstanding common stock. There are no persons holding
more than 5% of the Company’s common stock that are under the voting trust or similar
agreement.
68

Security Ownership of Directors and Management – as of December 31, 2015
Name of Amount and Nature of

Title of Beneficial Ownership No. of
Beneficial Citizenship %
Class Shares
Owner
Direct Indirect
Common Sharon T.
52,875,778 - Filipino 52,875,778 6.8%
Shares Fuentebella
Common Robert F.
33,906,034 - Filipino 33,906,034 4.3%
Shares Trota
Common Cristina T.
33,292,714 - Filipino 33,292,714 4.3%
Shares Garcia
Common Jim T.
2 - Filipino 2 -
Shares Fuentebella
Common Carolyn T.
33,292,660 - Filipino 33,292,660 4.3%
Shares Salud
Common Dave T.
25,868,860 - Filipino 25,868,860 3.3%
Shares Fuentebella
Common William E.
9,987,284 - American 9,987,284 1.3%
Shares Rodgers
Common Antonio U.
6,760,002 - Filipino 6,760,002 0.9%
Shares Periquet Jr.
Common Christopher P.
23,902 - American 23,902 -
Shares Tanco
Common Peter H.
Shares - - British - -
King
Common Rebecca R.
Shares 18,300 - Filipino 18,300 -
Arago
Common Gemma M.
Shares - - Filipino - -
Santos
Common Mark E.
Gamboa
Common Corazon C.
Shares - - Filipino - -
Jacinto
Common Fritz J.
Baldoria
Common
Shares Paul C. Cheah 2,900 - Filipino 2,900 -
69

Except as stated above, the Company has not received from any of the directors or executive
officers of the Company any statement of ownership, whether of record or beneficially, of more
than 5% of the Company’s outstanding shares of common stock. As known by the Company,
the aggregate number of common shares owned directly or indirectly by all key officers and
directors as a group as of record date was 196,007,236.
A total of 306,878,044 issued shares of the Company are owned and held by wholly-owned
subsidiaries of the Company. These shares and all the beneficial rights and interests
appurtenant thereto or accruing thereon are in substance owned and held by the Company.
Otherwise stated, these shares are effectively treasury shares and are in fact treated as
treasury shares in the consolidated financial statements of the Company. Accordingly, for
purposes of this Public Ownership Report, we are treating said shares as “treasury shares” and
are not considering the same part of the outstanding shares of the Company for purposes of
calculating the percentage to total outstanding shares of the non-public and public shares in the
Company.
Item 12. Certain Relationships and Related Transactions
Family Relationships amongst Directors and Management
Meanwhile, the related parties amongst Directors and Officers are as follows:
From the Trota Family:

Mr. Robert F. Trota, Ms. Cristina T. Garcia and Ms. Carolyn T. Salud are siblings.
From the Fuentebella Family:

Ms. Sharon T. Fuentebella, Mr. Dave T. Fuentebella and Mr. Jim T. Fuentebella are siblings.
The members of both the Trota and Fuentebella families are first degree cousins.
Mr. William E. Rodgers is an uncle of the Trota and Fuentebella families.
Transactions with Related Parties
WERCO Holdings, Corp. (“WERCO”) is the lessor of a property in Sucat, Paranaque where a
Max’s Restaurant branch and the head of office of Max’s Makati, Inc. (“MMI”) are located. MMI
owns the Max’s Sucat branch. WERCO is also the lessor of a property where the commissary
owned by Square Top, Inc. (“STI”) is located.
Rental and other lease terms are at market rates and are negotiated and agreed upon by the
parties at arm’s length. The parties consider prevailing terms for comparable properties at
similar locations in determining terms.
All transactions above have been evaluated and executed fairly in accordance with company’s
policies. All pricing, franchise packages, etc. are standard across all types of transactions
regardless of who/which parties are involved.
70

PART IV – CORPORATE GOVERNANCE
Item 13. Exhibits and Reports on SEC Form 17-C
Reports filed for the period January 1, 2015 to December 31, 2015
Circular No. Circular Date Disclosure Subject

Acquisition or Disposition of Shares of Another
C00255-2015 Jan 22, 2015
Corporation: Global Max Services Pte. Ltd.
Material Information/Transactions: Approval of

C00258-2015 Jan 22, 2015
Company Policies
C00259-2015 Jan 22, 2015 Change in Corporate Contact Details and/or Website
Change in Directors and/or Officers: Appointment of

C00260-2015 Jan 22, 2015
Various Company Officers
C00273-2015 Jan 23, 2015 Amendments to Articles of Incorporation
C01530-2015 Mar 30, 2015 Press Release: Full Year 2014 Financial Results
Clarification of News Reports: Max’s Sets P500M to

C01621-2015 Mar 31, 2015
Build 90 Stores
Material Information/Transactions: Results of Special
C02117-2015 Apr 27, 2015
Board Meeting
Press Release: 1st Quarter 2015 Unaudited Financial

C02387-2015 May 08, 2015
Results
Material Information/Transactions: Results of Board

C02388-2015 May 08, 2015
Meeting
C02389-2015 May 08, 2015 Notice of Annual or Special Stockholders’ Meeting
C02390-2015 May 08, 2015 Amendments to By-Laws
C02390-2015 May 08, 2015 Amendments to Articles of Incorporation
C03567-2015 Jun 29, 2015 Results of Annual or Special Stockholders’ Meeting
C04347-2015 Aug 04, 2015 Press Release: Yellow Cab to Expand in UAE
71

Circular No. Circular Date Disclosure Subject
C04424-2015 Aug 07, 2015
Meeting
Press Release: 1st Half 2015 Unaudited Financial

C04425-2015 Aug 07, 2015
Results
C04950-2015 Sep 04, 2015 Press Release: Sizzlin’ Steak to Enter Vietnam
Material Information/Transactions: SEC Approval for

C05281-2015 Sep 28, 2015
Merger of Subsidiaries (Max’s Kitchen, Inc.)
C05638-2015 Oct 20, 2015 Press Release: Pancake House to Open in UAE
C06069-2015 Nov 11, 2015 Press Release: 9M 2015 Unaudited Financial Results

C06070-2015 Nov 11, 2015
Meeting
Material Information/Transactions: Approval of
C06071-2015 Nov 11, 2015
Dividend Policy
Clarification of News Reports: Max’s Returns to

C06121-2015 Nov 12, 2015
Profit; P313M for Jan-Sept
Press Release: Max’s Restaurant Expands Presence

C06415-2015 Dec 03, 2015
in USA
C06474-2015 Dec 07, 2015 Press Release: 78 New Stores in 2015
Item 14. Corporate Governance
Max’s Group, Inc. filed the Consolidated Changes in its 2015 Annual Corporate Governance
Report last January 07, 2016. Please refer to attached Annual Corporate Governance Report
as of December 31, 2015.
72

MAx,SGROTJP
MS"H"S *&#&i$3 !F4*
Mar*h 14,2416
STATEMENT CIF MANAGEMENT RESPONSI BILITY

FOR CONSCLI DATED FI NANCIAT STATEMENTS
The rnanagem€nt of Mat's 6roup, lnc. {t}:* Company} and its Subsidiaries is
responsible for the preparation aad fair presentation cf ttre ccnsolidated financial
steternents far the years ended Secember 3L" 2015 and 2*L4 including the
additional csmponents attacfred tJ:erein, in accordance witfu Fhilippine Fina*cial
Reparting Standards indicated tftereln, This respansibilig inctudes designing and
implementing internal {sntrols relevant to *re preparation and fair presentation qf
consolldated frnancial staternents that are free frem material misstateffient whetfter
due to fraud sr error, selecting and applying apprcpriate accounting palicies, a*d
rnaking accou*ting estimates t}rat are reasanable in the circurnstances.
The Board of Directcr* reviews and approves the consolidated financial stater*enB
and subrnits the same to *re stackholders.
Reyes Tacandong & Cs* tlre indepe*dent auditor appointed by the stockholders for
the years ended Decernbs 3L, 2*X.5 and ?$14 have audited the consclidated
financial statements of the Company in accordance with PhiliBpine Standards on
Auditing, and in their reports to the stockholders, have expressed their opinien cn
the fairness cf presentati*n upon rempletion of such audit
ofthe Chairrna* cfthe 8c*rd

:': ir,'frP=RYT5'ffiff:
; :;";'li;r' TT.:
Sig*atune Name cf the {hief Executiv* #fficer
nil. i: lrt$ 6ffi.*,*
/
Frinted iliarne af the Chi*f Financi*l *ffi**r ,",r<ffi.;.
-'-? ,
RAMtfrEz
/ ,/ 't(,'Iqq! PUBLI0
rrc xrt- l.l*0.3ii 20'17
n$c"Na"z8* .4
,.54ri t'.r}ii,ili1\ ST |\,1AK,ATI CITV
p{fir: i\{}.*kl.*, lt!-'u i.lirl M?.1 Ct0l{} .'JU'17 )
1Ri;r id3. !j-r{1.q1301 CY-2016/ti' 24. 15
E()LnK N0. V7l : r(i.,Lc. I'lU.Ztitl4l /lilC'LE. + N0. iJUUb524/ S.19' 1?
SERXES AFz0,t(z llnil0.t'rlfrr. 53?$5181 t'c'$ NAK TI 9lTv

!
!
MAX’S!GROUP,!INC.!(FORMERLY!PANCAKE!HOUSE,!INC.)!AND!!
SUBSIDIARIES!
USE!OF!PROCEEDS!
DECEMBER!31,!2015!
!
!
! Prospectus! Actual!
Total&Proceeds&from&the&Offer& P
=3,500,000,025& P
=3,500,000,025&
Expenses:& & &
& Payment&of&Loan& 3,000,000,000& 3,000,000,277&
& Underwriting&and&Selling&Fees&(including&GRT)& 87,500,001& 106,476,908&
& SEC&Registration,&Filing&and&Research&Fees& 1,729,625& 1,729,675&
& PSE&Listing&and&Processing&Fees& 1,100,000& 290,316&
&&&&Taxes&(BPI&Securities&–&Selling&–&Sales&Tax)& 17,500,000& 15,000,001&
&&&&Estimated&Professional&Fees& 10,000,000& 9,000,000&
&&&&Marketing,&Distribution,&Printing&and&Other&Expenses& 20,000,000& 19,987,375&
&&&&Capital&Expenditure&for&Store&Expansion& 300,000,000& 347,515,472&
Total&Expenses&Related&to&Offer& 3,437,829,626& 3,500,000,025&
Balance&of&Proceeds&as&of&December&31,&2015& & NIL&
&

Max’s Group, Inc.
Doing business under the names and styles of Pancake House;
Maple; Dencio’s; Kabisera ng Dencio’s; and Singkit
(formerly Max’s Group, Inc.)
and Subsidiaries
Consolidated Financial Statements

December 31, 2015 and 2014
(With Comparative Figures for 2013)
With independent auditor’s report provided by
REYES TACANDONG & CO.

FIRM PRINCIPLES. WISE SOLUTIONS.

COVER SHEET
for
AUDITED FINANCIAL STATEMENTS
SEC Registration Number
A 2 0 0 0 - 0 3 0 0 8
COMPANY NAME
M A X ‘ S G R O U P , I N C . D o i n g b u s i n e s s u n d e r
t h e n a m e s a n d s t y l e s o f P a n c a k e H o u s e ;
M a p l e ; D e n c i o ‘ s ; K a b i s e r a n g D e n c i o ‘ s ;
a n d S i n g k i t ( f o r m e r l y M a x ‘ s G r o u p , I n c .
) A N D S U B S I D I A R I E S
PRINCIPAL OFFICE (No./Street/Barangay/City/Town) Province)
P a n c a k e H o u s e C e n t e r , 2 2 5 9 P a s o n g T a m o
E x t . , M a k a t i C i t y
Form Type Department requiring the report Secondary License Type, If Applicable
A A C F S C R M D N / A
COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number/s Mobile Number
compliance@maxsgroupinc.com (632) 784-9000 –
No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)
88 Any day in June December 31
CONTACT PERSON INFORMATION

The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number
Ms. Rebecca R. Arago rrarago@maxsgroupinc.com (632) 784-9000 –
CONTACT PERSON’S ADDRESS
11F EcoPlaza Building, Chino Roces Avenue Extension, Makati City, Metro Manila
NOTE 1: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within
thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
NOTE 2: All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission
and/or non-receipt of Notice of Deficiencies. Further, non-receipt shall not excuse the corporation from liability for its deficiencies.

BOA/PRC Accreditation No. 4782 Citibank Tower
December 29, 2015, valid until December 31, 2018 8741 Paseo de Roxas
SEC Accreditation No. 0207-FR-1 (Group A) Makati City 1226 Philippines
September 6, 2013, valid until September 5, 2016 Phone : +632 982 9100
Fax : +632 982 9111
Website : www.reyestacandong.com
INDEPENDENT AUDITOR’S REPORT
The Stockholders and the Board of Directors

Max’s Group, Inc.
(formerly Max’s Group, Inc.) and Subsidiaries
Pancake House Center
2259 Pasong Tamo Ext.
Makati City
We have audited the accompanying consolidated financial statements of Max’s Group, Inc. Doing business
under the names and styles of Pancake House; Maple; Dencio’s; Kabisera ng Dencio’s; and Singkit (formerly
Max’s Group, Inc.) and Subsidiaries, which comprise the consolidated statements of financial position as at
December 31, 2015 and 2014, and the consolidated statements of income, consolidated statements of
comprehensive income, consolidated statements of changes in equity and consolidated statements of cash
flows for the years then ended, and a summary of significant accounting policies and other explanatory
information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with Philippine Financial Reporting Standards, and for such internal control as
management determines is necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with Philippine Standards on Auditing. Those standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
entity’s preparation and fair presentation of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Reyes Tacandong & Co. is a member of the RSM network. Each member of the RSM network is an independent accounting and consulting firm, and practices in its own right. The RSM network is
not itself a separate legal entity of any description in any jurisdiction
-2-
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of Max’s Group, Inc. Doing business under the names and styles of Pancake House; Maple; Dencio’s;
Kabisera ng Dencio’s; and Singkit (formerly Max’s Group, Inc.) and Subsidiaries as at December 31, 2015 and
2014, and their financial performance and their cash flows for the years then ended in accordance with
Philippine Financial Reporting Standards.
Other Matter
The consolidated financial statements of Max’s Group, Inc. Doing business under the names and styles of
Pancake House; Maple; Dencio’s; Kabisera ng Dencio’s; and Singkit (formerly Max’s Group, Inc.) and
Subsidiaries as at and for the year ended December 31, 2013 were audited by another auditor whose report
dated April 14, 2014, expressed an unmodified opinion on those statements.
BELINDA B. FERNANDO
Partner
CPA Certificate No. 81207
Tax Identification No. 102-086-538-000
BOA Accreditation No. 4782; Valid until December 31, 2018
SEC Accreditation No. 1022-AR-1 Group A
Valid until October 2, 2016
BIR Accreditation No. 08-005144-4-2013
Valid until November 26, 2016
PTR No. 5321842
Issued January 5, 2016, Makati City
March 14, 2016

Makati City, Metro Manila

MAX’S GROUP, INC.
(FORMERLY MAX’S GROUP, INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Thousands)
December 31
2014
(As Restated -
Note 2015 Note 6)
ASSETS
Current Assets
Cash P
=817,921 =956,522
P
Trade and other receivables 8 536,911 677,559
Inventories 9 484,724 364,286
Prepaid expenses and other current assets 10 357,365 363,473
Total Current Assets 2,196,921 2,361,840
Noncurrent Assets
Property and equipment 11 2,402,768 1,751,220
Intangible assets 12 5,015,751 4,899,277
Investment properties 11 426,310 426,281
Net retirement plan assets 22 389,722 462,153
Net deferred income tax assets 24 189,740 196,605
Security deposits on lease contracts 26 374,534 320,567
Other noncurrent assets 13 320,486 289,119
Total Noncurrent Assets 9,119,311 8,345,222
P
=11,316,232 =10,707,062
P
LIABILITIES AND EQUITY

Current Liabilities
Trade and other payables 14 P
=1,948,860 =2,191,442
P
Loans payable 15 1,663,346 2,085,486
Current portion of long-term debt 16 462,814 73,697
Current portion of mortgage payable 16 3,165 8,165
Income tax payable 51,491 37,939
Total Current Liabilities 4,129,676 4,396,729
Noncurrent Liabilities
Long-term debt 16 1,583,165 1,212,790
Mortgage payable 16 1,000 –
Net retirement liabilities 22 140,669 101,887
Accrued rent payable 26 33,984 37,328
Net deferred income tax liabilities 24 969,439 909,159
Provision for share in equity in net losses of a joint venture 13 3,548 6,741
Other noncurrent liabilities 3,185 9,557
Total Noncurrent Liabilities 2,734,990 2,277,462
Total Liabilities 6,864,666 6,674,191
(Forward)

-2-
December 31
2014
(As Restated -
Note 2015 Note 6)
Equity 17
Capital stock P
=1,087,082 =1,087,082
P
Additional paid-in capital 5,353,289 5,353,289
Retained earnings 609,181 114,103
Other comprehensive income (loss) (36,961) 32,350
7,012,591 6,586,824
Shares held by subsidiaries (2,610,013) (2,610,013)
Non-controlling interests 48,988 56,060
Total Equity 4,451,566 4,032,871
P
=11,316,232 =10,707,062
P
See accompanying Notes to Consolidated Financial Statements.

MAX’S GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
[Amounts in Thousands, except for earnings (loss) per share]
Note 2015 2014* 2013

REVENUES
Restaurant sales P
=8,594,137 P
=4,268,917 P
=3,166,101
Commissary sales 1,281,603 518,043 503,473
Franchise, royalty and continuing license fees 497,507 184,500 152,064
10,373,247 4,971,460 3,821,638
COST OF SALES 19 7,563,158 3,946,491 3,067,219
GROSS PROFIT 2,810,089 1,024,969 754,419
GENERAL AND ADMINISTRATIVE EXPENSES 20 (1,694,022) (712,683) (436,762)
SALES AND MARKETING EXPENSES (324,369) (203,221) (131,386)
FINANCE COSTS 15 (99,953) (64,753) (62,580)
SHARE IN EQUITY IN NET LOSSES OF JOINT
VENTURES 13 – – (12,043)
OTHER INCOME - Net 23 79,442 62,592 30,885
INCOME BEFORE CORPORATE REORGANIZATION
COSTS 771,187 106,904 142,533
CORPORATE REORGANIZATION COSTS 6 – (177,412) –
INCOME (LOSS) BEFORE INCOME TAX 771,187 (70,508) 142,533
PROVISION FOR (BENEFIT FROM) INCOME TAX 24
Current 253,905 54,356 97,763
Deferred 15,894 (58,660) (34,504)
269,799 (4,304) 63,259
NET INCOME (LOSS) P
=501,388 (P
=66,204) P
=79,274
NET INCOME (LOSS) ATTRIBUTABLE TO:

Equity holders of the Parent Company P
=507,841 (P
=28,366) P
=105,598
Non-controlling interests (6,453) (37,838) (26,324)
P
=501,388 (P
=66,204) P
=79,274
Earnings (loss) per Share Attributable to the Equity

Holders of the Parent Company 25
Basic P
=0.65 (P
=0.05) P
=0.21
Diluted P
=0.65 (P
=0.05) P
=0.21
* As discussed in Note 6, the Max’s Entities (Max’s) became subsidiaries of Max’s Group, Inc. (MGI) effective November 2014. The 2014
consolidated statements of income includes the whole year results of operations of MGI and the two months results of operations of Max’s in 2014
in accordance with PFRS 3, Business Combinations. Had the business combination occurred at the beginning of year, the proforma combined whole
year results of operations of MGI and Max’s is presented in Note 6.

MAX’S GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Note 2015 2014* 2013
NET INCOME (LOSS) P

=501,388 (P
=66,204) =79,274
P
OTHER COMPREHENSIVE INCOME (LOSS)

Item to be reclassified to profit or loss
Income (loss) from exchange differences on
translation of foreign operations 8,737 5,057 (3,553)
Item not to be reclassified to profit or loss
Actuarial gains (losses) on retirement plan 22 (112,264) 56,296 15,694
Income tax effect 33,679 (16,889) (4,708)
(69,848) 44,464 7,433
TOTAL COMPREHENSIVE INCOME (LOSS) P

=431,540 (P
=21,740) =86,707
P
TOTAL COMPREHENSIVE INCOME (LOSS)

ATTRIBUTABLE TO:
Equity holders of the Parent Company P
=437,456 =P16,098 =112,648
P
Non-controlling interests (5,916) (37,838) (25,941)
P
=431,540 (P
=21,740) =86,707
P
consolidated statements of comprehensive income includes the whole year results of operations of MGI and the two months results of
operations of Max’s in 2014 in accordance with PFRS 3, Business Combinations. Had the business combination occurred at the beginning
of year, the proforma combined whole year results of operations of MGI and Max’s is presented in Note 6.

MAX’S GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Note 2015 2014* 2013
CAPITAL STOCK 17
Balance at beginning of year P
=1,087,082 =237,795
P =237,795
P
Conversion of notes to equity – 21,416 –
Stock dividends – 259,211 –
Issuance of shares – 568,660 –
1,087,082 1,087,082 237,795
ADDITIONAL PAID-IN CAPITAL 17

Balance at beginning of year 5,353,289 176,806 176,806
Conversion of notes to equity – 110,856 –
Share swap transaction – 3,434,844 –
Issuance of new shares – 426,754 –
Sale on follow-on offering – 1,204,029 –
Balance at end of year 5,353,289 5,353,289 176,806
NOTES FOR CONVERSION TO EQUITY 17

Balance at beginning of year – 120,386 120,386
Conversion of notes to equity – (120,386) –
Balance at end of year – – 120,386
RETAINED EARNINGS 17
Balance at beginning year 114,103 401,680 365,138
Net income (loss) 507,841 (28,366) 105,598
Purchase price in excess of non-controlling
interest acquired 7 (12,763) – –
Stock dividends – (259,211) –
Cash dividends – – (69,056)
Balance at end year 609,181 114,103 401,680
OTHER COMPREHENSIVE INCOME (LOSS)

Item to be reclassified to profit or loss -
Cumulative translation adjustments
Balance at beginning of year (1,593) (6,650) (3,097)
Income (loss) from exchange differences on
translation of foreign operations 8,737 5,057 (3,553)
Balance at end of year 7,144 (1,593) (6,650)
(Forward)

-2-
Note 2015 2014* 2013

Item not to be reclassified to profit or loss -
Remeasurement adjustments on net retirement
liabilities, net of deferred tax
=33,943 (P
=5,464) (P
=16,067)
Remeasurement of net retirement liabilities and
net retirement plan assets, net of deferred tax (78,048) 39,407 10,603
Balance at end of year (44,105) 33,943 (5,464)
(36,961) 32,350 (12,114)
7,012,591 6,586,824 924,553
SHARES HELD BY SUBSIDIARIES - at cost 17

Balance at beginning of year (2,610,013) – –
Acquisition of Parent Company shares by the 10
Max’s Entities – (4,093,766) –
Sale on follow-on offering – 1,483,753 –
Balance at end of year (2,610,013) (2,610,013) –
NON-CONTROLLING INTERESTS
Balance at beginning of year 56,060 100,876 144,363
Total comprehensive loss (5,916) (37,838) (25,941)
Effect of acquisition of non-controlling interest 7 5,355 – –
Effect of disposal on investment of subsidiaries – (315) –
Movements in non-controlling interests (6,511) (6,663) (17,546)
Balance at end of year 48,988 56,060 100,876
P
=4,451,566 =4,032,871
P =1,025,429
P
See accompanying Notes to Consolidated Financial Statements
consolidated statements of changes in equity includes the whole year results of operations of MGI and the two months results of
operations of Max’s in 2014 in accordance with PFRS 3, Business Combinations. Had the business combination occurred at the beginning
of year, the proforma combined whole year results of operations of MGI and Max’s is presented in Note 6.

MAX’S GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Note 2015 2014* 2013
CASH FLOWS FROM OPERATING ACTIVITIES

Income (loss) before income tax P
=771,187 (P
=70,508) =142,533
P
Adjustments for:
Depreciation and amortization 11 365,918 311,731 239,382
Finance costs 15 99,953 64,753 62,580
Fair value adjustment on acquisition
of a subsidiary 6 (48,250) – –
Impairment of goodwill - Le Coeur 12 31,231 – –
Provision for impairment losses on receivables 8 17,895 150,610 4
Interest income 23 (1,905) (1,297) (1,069)
Gain from disposal of subsidiaries and property
and equipment – (13,001) (1,268)
Share in equity in net losses of joint ventures 13 – – 12,043
Gain on remeasurement of convertible notes 16 – – (1,069)
Operating income before working capital changes 1,236,029 442,288 453,136
Decrease (increase) in:
Trade and other receivables 205,711 376,368 (69,309)
Inventories (119,412) (23,395) (3,882)
Net retirement plan assets (5,617) (454,202) –
Prepaid expenses and other current assets 52,818 (17,073) 46,578
Increase (decrease) in:
Trade and other payables (400,416) 450,502 77,313
Net retirement liabilities (2,866) (10,284) 17,808
Accrued rent payable (3,344) 5,595 (7,261)
Net cash generated from operations 962,903 769,799 514,383
Income taxes paid (240,353) (56,036) (63,298)
Interest paid (99,953) (53,210) (96,043)
Interest received 1,905 1,297 1,069
Net cash provided by operating activities 624,502 661,850 356,111
CASH FLOWS FROM INVESTING ACTIVITIES

Acquisitions of:
Property and equipment 11 (952,808) (356,163) (259,338)
Intangible assets 12 (23,156) (12,617) (7,340)
Subsidiaries, net of cash acquired (50,919) 208,458 –
Additional shares in subsidiaries 7 (7,408) – –
Investment properties 11 (148) – –
Decrease (increase) in:
Security deposits on lease contracts (53,967) (123,392) (43,577)
Other noncurrent assets (31,366) 118,214 10,487
Net cash used in investing activities (1,119,772) (165,500) (299,768)
(Forward)

-2-
Note 2015 2014* 2013
CASH FLOWS FROM FINANCING ACTIVITIES

Net proceeds from (payments of):
Long-term debt P
=759,490 =P334,383 (P
=4,000)
Loans payable (422,140) (3,356,304) (1,500)
Mortgage payable (4,000) (1,195) 5,940
Convertible notes – – (1,049)
Increase in due to related parties 36,201 – –
Returns to non-controlling interests (6,511) (6,663) (17,546)
Decrease in other noncurrent liabilities (6,371) (5,457) –
Net proceeds from issuance of shares – 3,153,726 –
Cash dividends paid 17 – – (69,056)
Net cash provided by (used in) financing
activities 356,669 118,490 (87,211)
NET INCREASE (DECREASE) IN CASH (138,601) 614,840 (30,868)
CASH AT BEGINNING OF YEAR 956,522 341,682 372,550
CASH AT END OF YEAR P

=817,921 =956,522
P =341,682
P
NONCASH FINANCIAL INFORMATION 17

Share swap P
=– =3,975,336
P =–
P
Conversion of notes to equity – (120,386) –
consolidated statements of cash flows includes the whole year results of operations of MGI and the two months results of operations of
Max’s in 2014 in accordance with PFRS 3, Business Combinations. Had the business combination occurred at the beginning of year, the
proforma combined whole year results of operations of MGI and Max’s is presented in Note 6.

MAX’S GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(With Comparative Information for 2013)
(Amounts in Thousands Except as Otherwise Stated)
1. Corporate Information
MAX’S GROUP, INC. Doing business under the names and styles of Pancake House; Maple; Dencio’s;
Kabisera ng Dencio’s; and Singkit (formerly Max’s Group, Inc.; the Parent Company) was
incorporated in the Philippines and registered with the Securities and Exchange Commission (SEC)
on March 1, 2000. Its shares are publicly traded in the Philippine Stock Exchange (PSE). The Parent
Company and its subsidiaries (collectively referred to as “the Group”) are primarily engaged in the
business of catering foods and establishing, operating and maintaining restaurants, coffee shops,
refreshments parlors and cocktail lounges.
On March 14, 2016, the Board of Directors (BOD) of the Parent Company approved the amendment
of the Parent Company’s primary purpose to include dealing in the business of acquiring and
developing any and all trade names, brand names and master franchises, including other intellectual
property rights necessary to commence and operate the relevant business enterprises, as well as to
grant the use of such trade names, brand names and master franchises for and in consideration of
the payment of fees and royalties, and in connection therewith, establish management services for
the expansion of the business enterprises.
The Group operates under the trade names “Max’s”, “Pancake House,” “Yellow Cab,” “Krispy
Kreme,” “Jamba Juice,” “Max’s Corner Bakeshop,” “Dencio’s,” ”Teriyaki Boy,” “Singkit,” “Sizzlin’
Steak,” “Le Coeur de France,” “The Chicken Rice Shop,” “Kabisera ni Dencio’s,” “Maple” and
“Meranti.”
On December 20, 2013, Pancake House Holdings, Inc. (PHHI), the previous ultimate parent company,
agreed to sell to the 10 companies which belong to the Max’s Group (Max’s Entities) all of its shares
in the Parent Company at a price of P
=15 per share. The 10 Max’s Entities also made a tender offer to
the minority shareholders of the Parent Company at a price of P =15 a share and completed their
acquisition of 233,160,200 shares or 89.95% of the Parent Company’s outstanding shares on
February 24, 2014.
On June 30, 2014, the BOD of the Parent Company authorized its acquisition of all the issued and
outstanding shares of stock of 20 Max’s Entities. Included in the Max’s Entities are the 10
companies which previously acquired 89.95% combined stake in the Parent Company and its
subsidiaries. On November 7, 2014, the SEC issued the certificate of approval of the valuation of
approximately P =4.0 billion in exchange for the subscription of 540,491,344 shares of the Parent
Company. The exchange is accounted for as a business combination in accordance with Philippine
Financial Reporting Standards (PFRS) 3, with the Parent Company as the acquirer, the 20 Max’s
Entities as acquirees, and November 7, 2014 as the acquisition date (see Note 6).
On July 31, 2014, the SEC approved the application for the increase in authorized capital stock of the
Parent Company from 400,000 shares with a par value of P =1.0 a share to 1,400,000,000 shares with
the same par value. On August 8, 2014, the SEC approved the declaration of stock dividends of
259,210,840 shares out of the increase.

-2-
In December 2014, the Parent Company made a follow-on offering of 28,168,998 new shares and
169,014,100 shares held by subsidiaries to the public. Shares held by subsidiaries pertain to the
shares of 10 Max’s entities. The Parent Company recognized additional paid-in capital related to the
new shares issued amounting to P =471.8 million arising from the excess of the proceeds over par
value of the shares sold. Total cost incurred in the follow-on offering amounted to P =364.3 million.
Of the total amount P =7.0 million was charged to profit or loss and P =357.3 million was recognized as
reduction to additional paid-in capital.
The 20 Max’s Entities consist of Max’s Makati, Inc., Max’s Kitchen, Inc., Max’s SM Marikina, Inc.,
Max’s Ermita, Inc., Chicken’s R Us, Inc., Max’s Circle, Inc., Max’s Baclaran, Inc., Max’s Bakeshop, Inc.,
Max’s Food Services, Inc., Max’s Express Restaurants, Inc., Square Top, Inc., No Bia, Inc., Max’s
Franchising, Inc., Ad Circles, Inc., Alpha (Global) Max Group Limited, The Real American Doughnut
Company, Inc., Fresh Healthy Juice Boosters, Inc., MGOC Holdings, Inc., RooM Ventures Corp. and
Trota Gimenez Realty Corporation.
On August 22, 2014, the SEC approved the change in the Parent Company’s name to “MAX’S
GROUP, INC.” Subsequently, on June 25, 2015, the SEC approved the change in the Parent
Company’s name to “MAX’S GROUP, INC. Doing business under the names and styles of Pancake
House; Maple; Dencio’s; Kabisera ng Dencio’s; and Singkit”.
The registered office address of the Parent Company is at Pancake House Center, 2259 Pasong Tamo
Extension, Makati City. On March 14, 2016, the BOD of the Parent Company approved the change in
the Parent Company’s principal place of business to 11/F EcoPlaza Building, Chino Roces Avenue
Extension, Makati City, Metro Manila. Furthermore, the BOD of the Parent Company approved the
change in the Parent Company’s date of the annual/regular meeting of stockholders to second
Thursday of May of each year.
Amendments of the Articles of Incorporation and the By-Laws for the change in the Parent
Company’s primary purpose, registered office address and date of the annual/regular stockholders’
meeting are currently ongoing.
The consolidated financial statements of the Group as at and for the years ended December 31,
2015 and 2014 (with comparative figures for 2013) were approved and authorized for issue by the
BOD of the Parent Company on March 14, 2016.
2. Basis of Preparation and Statement of Compliance
The consolidated financial statements of the Group have been prepared under the historical cost
basis. The consolidated financial statements are presented in Philippine Peso, which is the Group’s
functional and presentation currency. All values are rounded to the nearest thousands except when
otherwise indicated.
The consolidated financial statements have been prepared in accordance with PFRS issued and
approved by the Philippine Financial Reporting Standards Council (FRSC) and adopted by the SEC,
including SEC pronouncements. This financial reporting framework includes PFRS, Philippine
Accounting Standards (PAS) and Philippine Interpretation from International Financial Reporting
Interpretations Committee (IFRIC).

-3-
3. Summary of Changes in Accounting Policies
Adoption of New and Revised PFRS

The accounting policies adopted are consistent with those of the previous financial year, except for
the adoption of the following new and revised PFRS which the Group adopted effective for annual
periods beginning on or after January 1, 2015:
Amendment to PAS 16, Property, Plant and Equipment - Revaluation Method - Proportionate
Restatement of Accumulated Depreciation, and PAS 38, Intangible Assets - Revaluation Method -
Proportionate Restatement of Accumulated Amortization – The amendment clarifies how the
gross carrying amount and the accumulated depreciation / amortization are treated when an
entity uses the revaluation model.
Amendments to PAS 19, Employee Benefits - Defined Benefit Plans: Employee Contributions –
The amendments clarify the requirements on how contributions from employees or third parties
that are linked to service should be attributed to periods of service. In particular, contributions
that are independent of the number of years of service can be recognized as a reduction in the
service cost in the period in which the related service is rendered (instead of attributing them to
the periods of service).
Amendment to PAS 24, Related Party Disclosures - Key Management Personnel – The
amendment clarifies how payments to entities providing key management personnel services
are to be disclosed.
Amendment to PAS 40, Investment Property - Clarifying the Interrelationship between PFRS 3,
Business Combination, and PAS 40 when Classifying Property as Investment Property or Owner-
occupied Property – The amendment clarifies the application of PFRS 3 and PAS 40 in respect of
acquisitions of investment property. PAS 40 distinguishes investment property from owner-
occupied property and PFRS 3 determines whether the acquisition of an investment property is
a business combination.
Amendment to PFRS 3, Business Combinations - The amendment excludes from its scope the
accounting for the formation of any joint arrangement in the financial statements of the joint
arrangement itself.
Amendment to PFRS 8, Operating Segments - Aggregation of Operating Segments and

Reconciliation of the Total of the Reportable Segments’ Assets to the Entity’s Assets - The
amendment requires the disclosure of management judgments in applying the aggregation
criteria to operating segments, and reconciliations of the total of the reportable segments'
assets to the entity's assets only if the segment assets are reported regularly.
Amendment to PFRS 13, Fair Value Measurement - Short-term Receivables and Payables and
Portfolio Exception – The amendment clarifies that the portfolio exception in PFRS 13 - allowing
an entity to measure the fair value of a group of financial assets and financial liabilities on a net
basis - applies to all contracts (including non-financial) within the scope of PAS 39, Financial
Instruments: Recognition and Measurement or PFRS 9, Financial Instruments.
The adoption of the foregoing new and revised PFRS did not have any material effect on the
consolidated financial statements. Additional disclosures have been included in the notes to
consolidated financial statements, as applicable.

-4-
New and Revised PFRS Not Yet Adopted

Relevant new and revised PFRS which are not yet effective for the year ended December 31, 2015
and have not been applied in preparing the consolidated financial statements are summarized
below.
Effective for annual periods beginning on or after January 1, 2016:
Amendments to PAS 1, Presentation of Financial Statements – The amendments clarify guidance

on materiality and aggregation, the presentation of subtotals, the structure of financial
statements and the disclosure of accounting policies.
Amendments to PAS 16, Property, Plant and Equipment - Clarification of Acceptable Methods of
Depreciation, and PAS 38, Intangible Assets – Clarification of Acceptable Methods of
Amortization – The amendments add guidance and clarify that (i) the use of revenue-based
methods to calculate the depreciation of an asset is not appropriate because revenue generated
by an activity that includes the use of an asset generally reflects factors other than the
consumption of the economic benefits embodied in the asset, and (ii) revenue is generally
presumed to be an inappropriate basis for measuring the consumption of the economic benefits
embodied in an intangible asset; however, this presumption can be rebutted in certain limited
circumstances.
Amendment to PAS 19, Employee Benefits – The amendment clarifies that the high quality
corporate bonds used in estimating the discount rate for post-employment benefits should be
denominated in the same currency as the benefits to be paid.
Amendment to PFRS 5, Non-current Assets Held for Sale and Discontinued Operations – The
amendment adds specific guidance when an entity reclassifies an asset (or a disposal group)
from held for sale to held for distribution to owners, or vice versa, and for cases where held-for-
distribution accounting is discontinued.
Amendment to PFRS 7, Financial Instruments: Disclosures – The amendment adds guidance to

clarify whether a servicing contract is continuing involvement in a transferred asset.
Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28, Investments in
Associates and Joint Ventures – Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture – The amendments address a current conflict between the two
standards and clarify that the gain or loss from sale or contribution of assets between an
investor and its associate or joint venture should be recognized fully when the transaction
involves a business, and partially if it involves assets that do not constitute a business.
Amendments to PFRS 10, IFRS 12, Disclosure of Interests in Other Entities, and PAS 28 -
Investment Entities: Applying the Consolidation Exception – The amendments clarify the
application of the consolidation exception for investment entities and their subsidiaries.
Amendments to PFRS 11, Joint Arrangements - Accounting for Acquisitions of Interests in Joint
Operations – The amendments require an acquirer of an interest in a joint operation in which
the activity constitutes a business (as defined in PFRS 3) to apply all of the business
combinations accounting principles and disclosure in PFRS 3 and other PFRSs, except for those
principles that conflict with the guidance in PFRS 11. The amendments apply both to the initial
acquisition of an interest in a joint operation, and the acquisition of an additional interest in a
joint operation (in the latter case, previously held interests are not remeasured).

-5-
Effective for annual periods beginning on or after 1 January 2018:
PFRS 9, Financial Instruments – This standard will replace PAS 39 (and all the previous versions
of PFRS 9). It provides requirements for the classification and measurement of financial assets
and financial liabilities, impairment, hedge accounting and derecognition.
PFRS 9 requires all recognized financial assets to be subsequently measured at amortized cost or
fair value (through profit or loss or through other comprehensive income), depending on their
classification by reference to the business model within which they are held and their
contractual cash flow characteristics.
For financial liabilities, the most significant effect of PFRS 9 relates to cases where the fair value
option is taken: the amount of change in fair value of a financial liability designated as at fair
value through profit or loss that is attributable to changes in the credit risk of that liability is
recognized in other comprehensive income (rather than in profit or loss), unless this creates an
accounting mismatch.
For the impairment of financial assets, PFRS 9 introduces an “expected credit loss” model based
on the concept of providing for expected losses at inception of a contract; it will be no longer
necessary for objective evidence of impairment before a credit loss is recognized.
For hedge accounting, PFRS 9 introduces a substantial overhaul allowing financial statements to
better reflect how risk management activities are undertaken when hedging financial and non-
financial risk exposures.
The derecognition provisions are carried over almost unchanged from PAS 39.
Under prevailing circumstances, the adoption of the foregoing new and revised PFRS is not expected
to have any material effect on the consolidated financial statements of the Group except for PFRS 9.
Additional disclosures will be included in the consolidated financial statements, as applicable.
The Group anticipates that the application of PFRS 9 might have a significant effect on amounts
reported in respect of the Groups’ financial assets and financial liabilities and revenue. However, it
is not practicable to provide a reasonable estimate of that effect until a detailed review has been
completed.
4. Summary of Significant Accounting Policies
Basis of Consolidation
The consolidated financial statements of the Group comprise the financial statements of the Parent
Company and its subsidiaries. Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee. Specifically, the Group controls an investee if and only if the
Group has:
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
Exposure, or rights, to variable returns from its involvement with the investee; and
The ability to use its power over the investee to affect its returns.

-6-
When the Group has less than majority of the voting or similar rights of an investee, the Group
considers all relevant facts and circumstances in assessing whether it has power over an investee,
including:
The contractual arrangement with the other vote holders of the investee;
Rights arising from other contractual arrangement; and
The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the subsidiary and ceases when the Group loses control
of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated statements of income from the date the Group
gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the Parent Company and to the non-controlling interests, even if this results in the non-
controlling interests having a deficit balance.
Non-controlling interests represent the portion of net results and net assets not held by the Group.
These are presented in the consolidated statements of financial position within equity, apart from
equity attributable to equity holders of the Parent Company and are separately disclosed in the
consolidated statements of income and consolidated statements of comprehensive income. Non-
controlling interests consist of the amount of those interests at the date of original business
combination and the non-controlling interests’ share on changes in equity since the date of the
business combination.
The financial statements of the subsidiaries are prepared for the same reporting year as the Parent
Company. Consolidated financial statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. Intercompany balances and transactions,
including intercompany profits and losses, are eliminated.
A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:
Derecognizes the assets (including goodwill) and liabilities of the subsidiary;

Derecognizes the carrying amount of any non-controlling interests;
Derecognizes the cumulative translation differences recorded in equity;
Recognizes the fair value of the consideration received;
Recognizes the fair value of any investment retained;
Recognizes surplus or deficit in profit or loss; and
Reclassifies the parent’s share of component previously recognized in OCI to profit or loss or
retained earnings, as appropriate, as would be required if the Group had directly disposed of the
related assets or liabilities.

-7-
The consolidated financial statements include the accounts of the Parent Company and the
following subsidiaries:
Percentage of
Nature of Effective Ownership
Company Name Business 2015 2014 2013
[a]
Max’s Kitchen, Inc. (MKI) Restaurant 100 100 –
[a]
Max’s Circle, Inc. (MCI) Restaurant – 100 –
[a]
Max’s Makati, Inc. (MMI) Restaurant – 100 –
[a]
Max’s SM Marikina, Inc. (MSMI) Restaurant – 100 –
[a]
Max’s Baclaran, Inc. (MBI) Restaurant – 100 –
[a]
Max’s Food Services, Inc. (MFSI) Restaurant – 100 –
[a]
Max’s (Ermita), Inc. (MEI) Restaurant – 100 –
[a]
Max’s Franchising, Inc. (MFI) Franchising – 100 –
[a]
Chicken’s R Us, Inc. (CRU) Restaurant – 100 –
[a]
Square Top, Inc. (STI) Commissary – 100 –
[a]
Max’s Express Restaurants, Inc.(MERI) Restaurant – 100 –
The Real American Doughnut Company, Inc. Bakery 100 100 –
Fresh Healthy Juice Boosters, Inc. Restaurant 100 100 –
No Bia, Inc. Commissary 100 100 –
Max’s Bakeshop, Inc. Bakery 100 100 –
Ad Circles, Inc. Advertising Support 100 100 –
RooM Ventures Corp. Real Estate 100 100 –
MGOC Holdings, Inc. Investment Holding 100 100 –
Trota Gimenez Realty Corporation Real Estate 100 100 –
Alpha (Global) Max Group Limited (Alpha Max) Franchising 100 100 –
eMax’s LLC (eMax) Franchising 100 – –
Global Max Services Pte. Ltd. (Global Max) Management
Consultancy 100 – –
Yellow Cab Food Corporation (YCFC) Restaurant 100 100 100
YCPI Pizza Venture, Inc. Restaurant 55 55 55
YCPC Subic, Inc. (formerly DFSI Subic, Inc.) Restaurant 100 100 100
Always Happy BGC, Inc. Restaurant 100 51 51
PCK-LFI, Inc. Restaurant 100 70 70
PCK-Boracay, Inc. Restaurant 100 60 60
PCKPolo, Inc. Restaurant 70 70 70
PCK-Palawan, Inc. Restaurant 60 60 60
DFSI One-Nakpil, Inc. Restaurant 60 60 60
[d]
PCK-AMC, Inc. Restaurant 60 60 60
PCK-Estancia, Inc. Restaurant 60 60 –
PCK-MTB, Inc. Restaurant 60 60 60
PCK-N3, Inc. Restaurant 51 51 51
PCK Bel-Air, Inc. Restaurant 51 51 51
[b]
PCK-MSC, Inc. Restaurant 50 50 50
[c]
Always Happy Greenhills, Inc. Restaurant – – 60
[c]
Happy Partners, Inc. Restaurant – – 51
Pancake House International, Inc. (PHII) Holding Company 100 100 100
Teriyaki Boy International - Inc. Franchising 100 100 100
Yellow Cab Food Co. International - Inc. Franchising 100 100 100
Pancake House, International
Malaysia Sdn Bhd (PHIM) Restaurant 100 100 100
[d]
Pancake House Ventures, Inc. (PHVI) Holding Company 100 100 100
[d]
Pancake House Products, Inc. Holding Company 100 100 100
[d]
Golden B.E.R.R.D. Grill, Inc. Restaurant 100 100 100
(Forward)

-8-
Percentage of
Nature of Effective Ownership
Company Name Business 2015 2014 2013
Teriyaki Boy Group, Inc. (TBGI) Restaurant 70 70 70
[b]
TBGI-Trinoma, Inc. Restaurant 42 42 42
[b]
TBGI-Marilao, Inc. Restaurant 36 36 36
[b]
TBOY-MS, Inc. Restaurant 35 35 35
[b]
TBGI-Tagaytay, Inc. (TBGI Tagaytay) Restaurant 28 28 28
M Food Concepts, Inc. Holding Company 100 – –
[d]
Sizzlin’ Steak, Inc. Restaurant 100 – –
Boulangerie Francaise, Inc. (BFI) Restaurant 100 100 100
88 Just Asian, Inc. (88 JAI) Restaurant 80 80 80
[b]
CRP Philippines, Inc. Restaurant 50 50 50
PHI Culinary Arts and Food Services
[c]
Institute, Inc. (PHICAFSI) Culinary School – – 100
Hospitality School Management
[c]
Group, Inc. (HSMGI) Management – – 60
International School for Culinary
Arts and Hotel Management
[c]
Quezon City, Inc. Culinary School – – 60
[a]
On September 17, 2015, the SEC issued the Certificate of Filing of the Articles and Plan of Merger approving the merger executed on
April 28, 2015 by MKI, as the surviving entity, and MCI, MMI, MSMI, MBI, MFSI, MEI, MFI, CRU, STI and MERI (collectively referred to
as the Absorbed Companies).
[b]
Although the Parent Company owns 50% or less of the voting power of these entities, it is able to govern the financial and operating
policies of the companies by virtue of an agreement with the other investors of such entities. Consequently, the Parent Company
considered these entities as subsidiaries.
[c]
Not included in the consolidation in 2015 (see Note 7).
[d]
Dormant companies or has not yet started operations as at December 31, 2015.
All of the subsidiaries are incorporated and operating in the Philippines, except for the following
entities:
PHII, Teriyaki Boy International - Inc. and Yellow Cab Food Co. International - Inc. which are
incorporated in British Virgin Islands;
Pancake House, International Malaysia Sdn Bhd (PHIM), a company incorporated and operating
in Malaysia;
M Food Concepts, Inc, Sizzlin’ Steak, Inc. and eMax, which are incorporated in U.S.;
Alpha Max which is incorporated in Hongkong; and
Global Max, a company incorporated in Singapore.
Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value,
and the amount of any non-controlling interest in the acquiree. For each business combination, the
acquirer measures the non-controlling interest in the acquiree pertaining to instruments that
represent present ownership interests and entitle the holders to a proportionate share of the net
assets in the event of liquidation either at fair value or at the proportionate share of the acquiree’s
identifiable net assets. All other components of non-controlling interest are measured at fair value
unless another measurement basis is required by PFRS. Acquisition-related costs incurred are
expensed and included in general and administrative expenses.

-9-
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date, including the separation of
embedded derivatives in host contracts by the acquiree, if any.
If the business combination is achieved in stages, any previously held interest is remeasured at its
acquisition date fair value and any resulting gain and loss is recognized in the consolidated
statements of income. It is then considered in the determination of goodwill.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is
deemed to be an asset or liability will be recognized in accordance with PAS 39 either in
consolidated statements of income or as a change to other comprehensive income. If the
contingent consideration is not within the scope of PAS 39, it is measured in accordance with
appropriate PFRS. Contingent consideration that is classified as equity is not remeasured until it is
finally settled and accounted for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration
transferred and the amount recognized for non-controlling interest, and any previous interest held,
over the net fair value of the identifiable assets acquired and liabilities assumed. If the fair value of
the net assets acquired is in excess of the aggregate consideration transferred, the Group reassesses
whether it has correctly identified all of the assets acquired and all of the liabilities assumed and
reviews the procedure used to measure the amounts to be recognized at the acquisition date. If the
reassessment still results in an excess of the fair value of net assets acquired over the aggregate
consideration transferred, then gain is recognized in consolidated statements of income.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For
the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s CGU that are expected to benefit from the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those
units.
Where goodwill forms part of a CGU and part of the operation within CGU unit is disposed of, the
goodwill associated with the operation disposed of is included in the carrying amount of the
operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in
this circumstance is measured based on the relative values of the operation disposed of and the
portion of the CGU retained.
If necessary information, such as fair value of assets and liabilities acquired, is not available by the
end of the reporting period in which the business combination occurs, provisional amounts are used
for a period not exceeding one year from the date of acquisition or the measurement period.
During this period, provisional amounts recognized for a business combination may be
retrospectively adjusted if relevant information has been obtained or becomes available.
Common Control Business Combinations and Group Reorganizations

Where there are group reorganizations and business combinations in which all the combining
entities within the Group are ultimately controlled by the same ultimate parent before and after the
business combination and the control is not transitory, the Group accounts for such group
reorganizations and business combinations similar to a pooling-of-interests method. The assets and
liabilities of the acquired entities and that of the Company are reflected at their carrying values at
the stand-alone financial statements of the investee companies.

- 10 -
Under the pooling-of-interests method:

The assets and liabilities of the combining entities are reflected at their carrying amounts;
No adjustments are made to reflect fair values, or recognize any new assets or liabilities at the
date of the reorganization;
No “new” goodwill is recognized as a result of the reorganization;
The income statement in the year of reorganization reflects the results of the combining entities
for the full year, irrespective of when the reorganization took place; and
Comparatives are presented as if the entities had always been combined only for the period that
the entities were under common control.
Financial Instruments
Financial instruments are recognized in the consolidated statements of financial position when the
Group becomes a party to the contractual provisions of the instruments. The Group determines the
classification of its financial instruments on initial recognition and, where allowed and appropriate,
re-evaluates this designation at each reporting date.
All regular way purchases and sales of financial assets are recognized on the settlement date.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the period generally established by regulation or convention in the marketplace.
Financial instruments are recognized initially at fair value of the consideration given (in the case of
an asset) or received (in the case of a liability). Except for financial instruments at fair value through
profit or loss (FVPL), the initial measurement of all financial instruments includes transaction costs.
Financial assets under PAS 39, Financial Instruments Recognition and Measurement, are categorized
as either financial assets at FVPL, loans and receivables, held to maturity (HTM) investments or
available-for-sale (AFS) financial assets. Also under PAS 39, financial liabilities are categorized as
FVPL or other financial liabilities.
Financial instruments are classified as liabilities or equity in accordance with the substance of the
contractual arrangement. Interests, dividends, gains and losses relating to a financial instrument
or a component that is a financial liability, are reported as expense or income. Distributions to
holders of financial instruments classified as equity are charged directly to equity, net of any
related income tax benefits.
Financial Assets
As at December 31, 2015 and 2014, the Group does not have any financial assets at FVPL and AFS
financial assets. The Group’s financial assets are of the nature of loans and receivables.
Loans and Receivables. Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are not entered into with the
intention of immediate or short-term resale and are not classified as financial assets held for
trading, designated as AFS financial assets or designated at FVPL.
Classified under this category are the Group’s cash, trade and other receivables, receivable from
disposal of investment properties and noncurrent receivables included under “Other noncurrent
assets” which arise primarily from restaurant and commissary sales, franchise fees and royalty fees.
Loans and receivables are classified as current assets when these are expected to be realized within
twelve months after the reporting date or within the normal operating cycle, whichever is longer.

- 11 -
Loans and receivables are recognized initially at fair value, which normally pertains to the billable
amount. After initial measurement, loans and receivables are subsequently measured at amortized
cost using the effective interest rate method, less allowance for impairment losses.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees
that are an integral part of the effective interest rate. The amortization, if any, is included in
“Interest income” account in the consolidated statements of income. The losses arising from
impairment of loans and receivables are recognized in the consolidated statements of income. The
level of allowance for probable losses is evaluated by management on the basis of factors that affect
the collectibility of accounts.
HTM Investments. HTM investments are quoted non-derivative financial assets with fixed or
determinable payments and fixed maturities for which the Company has the positive intention and
ability to hold to maturity. When the Company sells more than an insignificant amount of HTM
investments before maturity (other than in certain specific circumstances), the entire category is
tainted and shall be reclassified as AFS financial assets.
After initial recognition, HTM investments are measured at amortized cost using the effective
interest method, less allowance for impairment, if any. Amortized cost is calculated by taking into
account any discount or premium on acquisition and fees that are an integral part of the effective
interest rate. The amortization is included in profit or loss.
HTM investments are presented as part of other noncurrent assets in the consolidated statements
of financial position.
Financial Liabilities
As at December 31, 2015 and 2014, the Group does not have any financial liabilities at FVPL. The
Group’s financial liabilities consist of other financial liabilities.
Issued financial liabilities or their components, which are not designated at FVPL are categorized as
other financial liabilities, where the substance of the contractual arrangement results in the Group
having an obligation either to deliver cash or another financial asset to the holder, or to satisfy the
obligation other than by the exchange of a fixed amount of cash or another financial asset for a fixed
number of own equity shares. The components of issued financial liabilities that contain both
liability and equity elements are accounted for separately, with the equity component being
assigned the residual amount after deducting from the instrument as a whole the amount
separately determined as the fair value of the liability component on the date of issue. After initial
measurement, other financial liabilities are measured at amortized cost using the effective interest
rate method. Amortized cost is calculated by taking into account any discount or premium on the
issue and fees that are an integral part of the effective interest rate which is recognized in the
consolidated statements of income.
This accounting policy applies primarily to the Group’s trade and other payables, loans payable,
long-term debt and mortgage payable.
Other financial liabilities are classified as current liabilities when these are expected to be settled
within twelve months from the reporting date or the Group does not have an unconditional right to
defer settlement for at least twelve months from the reporting date.

- 12 -
“Day 1” Difference
Where the transaction price in a non-active market is different from the fair value of other
observable current market transactions in the same instrument or based on a valuation technique
whose variables include only data from observable market, the Group recognizes the difference
between the transaction price and fair value (a “Day 1” difference) in the consolidated statements
of income unless it qualifies for recognition as some other types of assets. In cases where use is
made of data which is not observable, the difference between the transaction price and model value
is only recognized in the consolidated statements of income when the inputs become observable or
when the instrument is derecognized. For each transaction, the Group determines the appropriate
method of recognizing the “Day 1” difference amount.
Offsetting Financial Instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated
statements of financial position if, and only if:
1. There is a currently enforceable legal right to offset the recognized amounts; and
2. There is an intention to settle on a net basis, or to realize the asset and settle the liability
simultaneously.
Impairment of Financial Assets Carried at Amortized Cost

The Group assesses at each reporting date whether there is objective evidence that a financial asset
or group of financial assets is impaired. A financial asset or a group of financial assets is deemed to
be impaired if, and only if, there is objective evidence of impairment as a result of one or more
events that has or have occurred after the initial recognition of the asset (an incurred “loss event”)
and that loss event has an impact on the estimated future cash flows of the financial asset or the
group of financial assets that can be reliably estimated.
Objective evidence of impairment may include indications that the borrower or a group of
borrowers is experiencing significant financial difficulty, default or delinquency in interest or
principal payments, the probability that they will enter bankruptcy or other financial reorganization
and where observable data indicate that there is measurable decrease in the estimated future cash
flows, such as changes in arrears or economic conditions that correlate with defaults.
For loans and receivables carried at amortized cost, the Group first assesses whether an objective
evidence of impairment (such as the probability of insolvency or significant financial difficulties of
the debtor) exists individually for financial assets that are individually significant, or collectively for
financial assets that are not individually significant. If there is objective evidence that an impairment
loss has been incurred, the amount of loss is measured as the difference between the asset’s
carrying value and the present value of the estimated future cash flows (excluding future credit
losses that have not been incurred). If the Group determines that no objective evidence of
impairment exists for individually assessed financial asset, whether significant or not, it includes the
asset in a group of financial assets with similar credit risk characteristics and collectively assesses for
impairment. Those characteristics are relevant to the estimation of future cash flows for groups of
such assets by being indicative of the debtors’ ability to pay all amounts due according to the
contractual terms of the assets being evaluated. Assets that are individually assessed for
impairment and for which an impairment loss is, or continues to be recognized, are not included in a
collective assessment for impairment.

- 13 -
The carrying value of the asset is reduced through the use of an allowance account and the amount
of loss is charged to the consolidated statements of income. If in case the receivable has proven to
have no realistic prospect of future recovery, any allowance provided for such receivable is written
off against the carrying value of the impaired receivable. Interest income continues to be
recognized based on the original effective interest rate of the asset. If, in a subsequent year, the
amount of the estimated impairment loss decreases because of an event occurring after the
impairment was recognized, the previously recognized impairment loss is reduced by adjusting the
allowance account. Any subsequent reversal of an impairment loss is recognized in the consolidated
statements of income to the extent that the carrying value of the asset does not exceed its
amortized cost at reversal date.
Derecognition of Financial Instruments
Financial Asset. A financial asset (or, where applicable a part of a financial asset or part of a group
of similar financial assets) is derecognized when:
1. the rights to receive cash flows from the asset have expired;
2. the Group retains the right to receive cash flows from the asset, but has assumed an obligation
to pay them in full without material delay to a third party under a “pass-through” arrangement;
or
3. the Group has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor
retained all the risks and rewards of the asset but has transferred the control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, and has neither transferred nor retained substantially all the risks and
rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the
Group’s continuing involvement in the asset. Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at the lower of the original carrying amount of the
asset and the maximum amount of consideration that the Group could be required to repay.
Financial Liability. A financial liability is derecognized when the obligation under the liability is
discharged or cancelled or has expired. Where an existing financial liability is replaced by another
from the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the difference in the respective carrying amounts
of a financial liability extinguished or transferred to another party and the consideration paid,
including any noncash assets transferred or liabilities assumed is recognized in the consolidated
statements of income.
Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
In the principal market for the asset or liability, or

In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to the Group.

- 14 -
The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their best
economic interest.
A fair value measurement of nonfinancial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of not observable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial
statements are categorized within the fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable; and
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is not observable.
For assets and liabilities that are recognized in the consolidated financial statements on a recurring
basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-
assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting date.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities
on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair
value hierarchy as explained above.
Further information about the assumptions made in measuring fair value is included in Note 27.
Inventories
Inventories consist of food and beverage and store and kitchen supplies. Inventories are valued at
the lower of cost and net realizable value (NRV). Cost is determined using the weighted average
method. NRV of food and beverage is the estimated selling price in the ordinary course of business
less the estimated costs necessary to make the sale. NRV of store and kitchen supplies is the
current replacement cost. In determining NRV, the Group considers any adjustment necessary for
spoilage, breakage and obsolescence.
Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include prepaid expenses, advances to suppliers and
creditable withholding taxes.
Prepaid Expenses. Prepaid expenses are carried at cost and are amortized on a straight-line basis
over the period of expected usage, which is equal to or less than twelve months or within the
normal operating cycle.

- 15 -
Advances to Suppliers. Advances to suppliers represent advance payments on goods or services to

be purchased in connection with the Group’s operations. These are charged as an expense in the
consolidated statements of income upon actual receipt of goods or services, which is normally
within twelve months or within the normal operating cycle.
Creditable Withholding Taxes (CWTs). CWTs represent the amount withheld by the Group’s
customers in relation to its restaurant and commissary sales. These are recognized upon collection
of the related sales and are utilized as tax credits against income tax due as allowed by the
Philippine taxation laws and regulations. CWTs are stated at their estimated NRV.

Property and equipment, except for land, is stated at cost less accumulated depreciation and
amortization and any allowance for impairment in value. Land is stated at cost less any impairment
loss.
The initial cost of property and equipment comprises its purchase price, including import duties and
nonrefundable purchase taxes and any directly attributable costs of bringing the property and
equipment to its working condition and location for its intended use. Expenditures incurred after
the property and equipment have been put into operations, such as repairs and maintenance, are
normally charged to expense in the period the costs are incurred. In situations where it can be
clearly demonstrated that the expenditures have resulted in an increase in the future economic
benefits expected to be obtained from the use of an item of property and equipment beyond its
originally assessed standard of performance, the expenditures are capitalized as an additional cost
of property and equipment.
Each part of an item of property and equipment with a cost that is significant in relation to the total
cost of the item is depreciated and amortized separately.
Depreciation and amortization is computed using the straight-line method over the estimated useful
lives of the assets.
The estimated useful lives of the assets are as follows:
Category Number of Years

Building 10-35
Leasehold improvements 5-12
Store and kitchen equipment 5-12
Furniture, fixtures and equipment 3-5
Transportation equipment 3-5
The estimated useful lives, depreciation and amortization methods are reviewed periodically to
ensure that the periods and methods of depreciation and amortization are consistent with the
expected pattern of economic benefits from items of property and equipment.
When assets are retired or otherwise disposed of, both the cost and related accumulated
depreciation and amortization are removed from the accounts and any resulting gain or loss is
recognized in the consolidated statements of income.
Fully-depreciated and amortized assets are retained as property and equipment until these are no
longer in use.

- 16 -
Construction-in-progress, included in property and equipment, is stated at cost. This includes cost
of construction and other direct costs. Construction-in-progress is not depreciated until such time
as the relevant assets are completed and available for use.
Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is the fair value as at the date of acquisition.
Following initial recognition, intangibles are carried at cost less any accumulated amortization and
any accumulated impairment losses. Internally generated intangibles, excluding brand development
costs, are not capitalized and expenditures are reflected in the consolidated statements of income in
the year the expenditure is incurred.
Trademarks and Franchise Fees. Trademarks and franchise fees are measured initially at cost. The
cost of trademarks and franchise fees acquired in business combinations is its fair value at the date
of acquisition. Following initial recognition, trademarks and franchise fees are carried at cost less
accumulated amortization and accumulated impairment losses, if any.
Trademarks with indefinite useful lives are not amortized but are tested for impairment annually
either individually or at the cash generating unit level. The useful life of an intangible asset is
assessed as indefinite if it is expected to contribute net cash inflows indefinitely and is reviewed
annually to determine whether the indefinite life assessment continues to be supportable. If not,
the change in the useful life assessment from indefinite to finite is made on a prospective basis. The
Max’s trademark is determined to have an indefinite useful life because considering all of the
relevant factors, there is no foreseeable limit to the period over which the asset is expected to
generate cash inflows for the Group.
Other trademarks or franchise fees with finite useful life are amortized over 20 years or term of the
trademark or franchise agreement, whichever is shorter, using the straight-line method. The useful
life and amortization method for trademarks and franchise fees are reviewed at least at each
reporting date. A change in the expected useful life or the expected pattern of consumption of
future economic benefits embodied in the trademarks and franchise fees are accounted for by
changing the useful life and amortization method, as appropriate, and treated as a change in
accounting estimates. The amortization expense on trademarks and franchise fees is recognized in
the consolidated statements of income under the general and administrative expense category
consistent with its function.
Software License. Software license is measured initially at cost which is the amount of the purchase
consideration. Following initial recognition, software license is carried at cost less accumulated
amortization and accumulated impairment losses, if any. The Group’s software license has a term of
five years and is amortized over such period using the straight-line method. The useful life and
amortization method for software license are reviewed at least at each reporting date. A change in
the expected useful life or the expected pattern of consumption of future economic benefits
embodied in the software is accounted for by changing the useful life and amortization method, as
appropriate, and treated as a change in accounting estimates. The amortization expense on
software is recognized in the consolidated statements of income under general and administrative
expense category consistent with its function.
Lease Rights. Lease rights are measured initially at cost which is the amount of the purchase
consideration. Following initial recognition, lease rights are carried at cost less accumulated
amortization and accumulated impairment losses, if any. The Group’s lease rights have a term of 5
years and are amortized over such period using the straight-line method. The useful life and
amortization method for lease rights are reviewed at least at each reporting date. A change in the

- 17 -
expected useful life or the expected pattern of consumption of future economic benefits embodied
in the lease rights are accounted for by changing the useful life and amortization method, as
appropriate, and treated as a change in accounting estimates. The amortization expense on lease
rights is recognized in the consolidated statements of income under the cost of sales consistent with
its function.
Brand Development Costs. Brand development costs pertain to capitalized expenditures incurred
for the development of methods, materials and course curriculum and programs for use in the
operation of the Group. Brand development costs are measured on initial recognition at cost.
Following initial recognition, brand development costs are carried at cost less accumulated
amortization and accumulated impairment losses, if any. Amortization is recognized using the
straight-line method and begins when the development is complete and available for use over the
period of expected future benefits, which is 20 years. During the period of development, the asset
is tested for impairment annually. The amortization expense on brand development costs is
recognized in the consolidated statements of income under the general and administrative expense
category consistent with its function.
Investment Properties
Investment properties are carried at cost less accumulated depreciation and any impairment in
value except for land which is carried at cost less any impairment in value. When the investment
properties are sold or retired, the cost and any impairment in value are eliminated from the
accounts and any resulting gain or loss is recognized in profit or loss.
Depreciation is calculated on a straight-line basis over the useful life of the investment properties of
5 years. The useful life of each of the Group’s investment property is estimated based on the
periods over which the asset is expected to be available for use. Such estimation is based on a
collective assessment of industry practice and experience with similar assets.
Investment properties are derecognized when either they have been disposed of or when the
investment property is permanently withdrawn from use and no future economic benefit is
expected from its disposal. Any gain or loss on the retirement or disposal of an investment property
is recognized in profit or loss in the year of retirement or disposal.
Transfers are made to investment property when, and only when, there is a change in use,
evidenced by ending of owner-occupation or commencement of an operating lease to another
party. Transfers are made from investment property when, and only when, there is a change in use,
evidenced by commencement of owner-occupation or commencement of development with a view
to sale.
The carrying value of investment properties is reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.
The investment properties’ useful lives and depreciation method are reviewed, and adjusted if
appropriate, at each financial year-end.
Other Nonfinancial Assets
Security Deposits on Lease Contracts and Utilities and Other Deposits. Security, utilities and other
deposits represent payments for security, utilities and other deposits made in relation to the lease
agreements entered into by the Group. These are carried at cost and will generally be applied as
lease payments toward the end of the lease term.

- 18 -
Input Value-added Tax (VAT). Input VAT represents tax imposed on the Group by its suppliers and
contractors for the purchase of goods and services, as required under Philippine taxation laws and
regulations. The portion of input VAT that will be used to offset the Group’s current VAT liabilities is
presented as a current asset in the consolidated statements of financial position.
Input VAT classified as noncurrent assets represent the unamortized portion of VAT imposed on the
Group for the acquisition of depreciable assets with an estimated useful life of at least one year,
which is required to be amortized over the life of the related asset or a maximum period of 60
months, whichever is shorter. Input VAT is stated at estimated NRV.
Investment in Joint Ventures

The Group has interests on certain jointly controlled entities.
The Group and the other parties (the Venturers) have contractual arrangements that establish joint
control over the economic activities of the joint ventures. The arrangements require unanimous
agreement for financial and operating decisions between the venturers.
The Group’s investments in joint ventures are accounted for using the equity method based on the
percentage share of capitalization of the Group in accordance with the joint venture agreements.
Under the equity method, the investment is initially carried in the consolidated statements of
financial position at cost plus the Group’s share in post-acquisition changes in the net assets of the
joint venture, less any impairment in value. The consolidated statements of income include the
Group’s share in the results of operations of the joint ventures. Where there has been a change
recognized directly in the equity of the joint ventures, the Group recognizes its share of any change
and discloses this, when applicable, in the consolidated statements of changes in equity.
Dividends received from the joint venture reduce the carrying amount of the investment. When the
Group’s share of losses in joint venture equals or exceeds its interest in the joint venture, the
recognition of further losses is discontinued except to the extent that the Group has incurred
obligations or made payments on behalf of the joint venture. Any excess of accumulated equity in
net losses over the cost of investment is recognized as a liability under “Provision for share in equity
in net losses of a joint venture” account in the consolidated statements of financial position.
The reporting dates of the joint ventures and the Group are identical and the joint ventures’
accounting policies conform to those used by the Group for like transactions and events in similar
circumstances. Unrealized gains arising from transactions with the joint venture are eliminated to
the extent of the Group’s interest in the joint ventures against the related investments. Unrealized
losses are eliminated similarly but only to the extent that there is no evidence of impairment in the
asset transferred.
The Group ceases to use the equity method of accounting on the date from which it no longer has
joint control over, or significant influence in, the joint venture or when the interest becomes held
for sale.
Impairment of Nonfinancial Assets
Prepaid Expenses and Other Current Assets, Property and Equipment, Intangible Assets, Investment
Properties, Security Deposits on Lease Contracts, Rental and Other Deposits and Input VAT

- 19 -
The Group assesses at each reporting date whether there is an indication that these nonfinancial
assets may be impaired. If any such indication exists, or when annual impairment testing for an
asset is required, the Group estimates these nonfinancial assets’ recoverable amount. An asset’s
recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in
use and is determined for an individual asset, unless the asset does not generate cash inflows that
are largely independent of those from other assets or groups of assets. Where the carrying amount
of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount. In assessing value in use, the estimated future cash flows are
discounted to their present value using a discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. In determining fair value less costs to
sell, an appropriate valuation model is used. These calculations are corroborated by valuation
multiples or other available fair value indicators. Impairment losses from continuing operations are
recognized in the consolidated statements of income.
An assessment is made for these nonfinancial assets at each reporting date to determine whether
there is any indication that previously recognized impairment losses may no longer exist or may
have decreased. If such indication exists, the Group makes an estimate of recoverable amount. Any
previously recognized impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognized. If
that is the case, the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation and amortization, had no impairment loss been recognized for the asset in prior years.
Such reversal is recognized in the consolidated statements of income.
Goodwill. Goodwill is tested for impairment annually and when circumstances indicate that the
carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU, to which
the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an
impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future
periods.
Investments in Joint Venture. After application of the equity method, the Group determines
whether there is any objective evidence that the interest in a joint venture is impaired. If this is the
case, the Group calculates the amount of impairment as the difference between the recoverable
amount of the joint venture and its carrying value and recognizes the amount as “Share in equity in
net losses of joint ventures” in the consolidated statements of income.
Convertible Notes
Compound financial instruments issued by the Group comprise of convertible notes that can be
converted to capital stock at the option of the holder, and the number of shares to be issued does
not vary with changes in their fair value. The liability component of a compound financial
instrument is recognized initially at the fair value of a similar liability that does not have an equity
conversion option. The equity component is recognized initially at the difference between the fair
value of the compound financial instrument and the fair value of the liability component. Any
directly attributable transaction costs are allocated to the liability and equity components in
proportion to their initial carrying amounts.

- 20 -
Subsequent to initial recognition, the liability component of a compound financial instrument is

measured at amortized cost using the effective interest method. When there are changes in the
estimates of future cash flows on the liability component, the carrying amount is adjusted to reflect
the revised estimated cash flows. The revised carrying amount is calculated by computing the
present value of estimated future cash flows using the original effective interest rate. Such
adjustment to the carrying amount is recognized in the consolidated statements of income. The
equity component of a compound financial instrument is not remeasured subsequent to initial
recognition. Upon conversion, capital stock and any additional paid-in capital are recognized while
the equity component relating to the converted notes are derecognized.
Capital Stock and Additional Paid-in Capital

The Parent Company has issued capital stock that is classified as equity. Additional paid-in capital
represents the excess of the investors’ total contribution over the stated par value of shares.
Incremental costs directly attributable to the issue of new capital stock are shown in equity as a
deduction, net of tax, from the additional paid-in capital, if any.
Retained Earnings
Retained earnings include accumulated profits attributable to the Parent Company’s stockholders
and reduced by dividends. Dividends are recognized as liabilities and deducted from equity when
they are declared. Dividends for the year that are approved after the reporting date are dealt with
as an event after the reporting date. Retained earnings may also include effect of changes in
accounting policy as may be required by the transitional provisions of new and amended standards.
Shares Held by Subsidiaries

Shares of the Parent Company held by subsidiaries are carried at cost and are deducted from equity.
No gain or loss is recognized on the purchase, sale, issue or cancellation of the Parent Company’s
own equity instruments. When the shares are retired, the capital stock account is reduced by its par
value and the excess of cost over par value upon retirement is debited to additional paid-in capital
to the extent of the specific or average additional paid-in capital when the shares were issued and to
retained earnings for the remaining balance.
Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured. The following specific recognition criteria must
also be met before revenue is recognized.
Restaurant Sales. Revenue is recognized when the related orders are served.
Commissary Sales. Revenue is recognized upon delivery of goods.
Franchise, Royalty and Continuing License Fees. Revenue is recognized under the accrual basis in
accordance with the terms of the franchise agreements.
Fees charged for the use of continuing rights granted in accordance with the franchise agreement,
or other services provided during the period of the franchise agreement, are recognized as revenue
as the services are provided or as the rights are used.
Rental Income. Rental income is recognized on a straight-line basis over the lease term.
Interest Income. Revenue is recognized as the interest accrues using the effective interest rate
method.

- 21 -
Customer Loyalty Programme. The Group maintains a loyalty points program named “Orange Card”
which allows the customers to accumulate points when they purchase products in the Group’s chain
of restaurants. The points can then be redeemed for any food vouchers or freebies accepted in the
Group’s chain of restaurants, subject to a minimum number of points being obtained. The
consideration received is allocated between the products sold and points issued, with the
consideration allocated to the points being equal to their fair value. The fair value of the points
issued is recognized as “Deferred revenue” under “Trade and other payables” account in the
consolidated statements of financial position and recognized as revenue when the points are
redeemed.
Other Income. Other income is recognized when earned.
Costs and Expenses Recognition

Costs and expenses are decreases in economic benefits during the accounting period in the form of
outflows or decrease of assets or incurrence of liabilities that result in decreases in equity, other
than those relating to distributions to equity participants.
Costs of Sales. Costs of sales, which mainly pertain to purchases of food and beverages, direct labor
and overhead directly attributable in the generation of sales, are generally recognized when
incurred.
General and Administrative. General and administrative expenses are generally recognized when
the services are used or the expenses arise.
Sales and Marketing. Sales and marketing expenses, which represent advertising and other selling
costs, are generally expensed as incurred.
Finance Costs. Finance costs are recognized generally as the interest accrues using the effective
interest rate method.
Corporate Reorganization Costs. Corporate reorganization costs, which are costs incurred as a result
of changes in management’s business strategies, are expensed when incurred.
Employee Benefits
Short-term Benefits. The Group recognizes a liability net of amounts already paid and an expense
for services rendered by employees during the accounting period. A liability is also recognized for
the amount expected to be paid under short-term cash bonus or profit sharing plans if the Group
has a present legal or constructive obligation to pay this amount as a result of past service provided
by the employee, and the obligation can be estimated reliably.
Short-term employee benefit liabilities are measured on an undiscounted basis and are expensed as
the related service is provided.
Retirement Benefits. The net defined benefit liability or asset is the aggregate of the present value
of the defined benefit obligation at the end of the reporting period reduced by the fair value of plan
assets, adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset
ceiling is the present value of any economic benefits available in the form of refunds from the plan
or reductions in future contributions to the plan.
The cost of providing benefits under the defined benefit plans is actuarially determined using the
projected unit credit method.

- 22 -
Defined benefit costs comprise the following:
Service cost
Net interest on the net defined benefit liability or asset
Remeasurements of net defined benefit liability or asset.
Service costs which include current service costs, past service costs and gains or losses on non-
routine settlements are recognized as expense in the consolidated statements of income. Past
service costs are recognized when plan amendment or curtailment occurs. These amounts are
calculated periodically by independent qualified actuaries.
Net interest on the net defined benefit liability or asset is the change during the period in the net
defined benefit liability or asset that arises from the passage of time which is determined by
applying the discount rate based on government bonds to the net defined benefit liability or asset.
Net interest on the net defined benefit liability or asset is recognized as expense or income in the
Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the
effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized
immediately in OCI in the period in which they arise. Remeasurements are not reclassified to the
consolidated statements of income in subsequent periods.
Plan assets are assets that are held by the long-term employee benefit fund. Plan assets are not
available to the creditors of the Group, nor can they be paid directly to the Group. Fair value of plan
assets is based on market price information. When no market price is available, the fair value of
plan assets is estimated by discounting expected future cash flows using a discount rate that reflects
both the risk associated with the plan assets and the maturity or expected disposal date of those
assets (or, if they have no maturity, the expected period until the settlement of the related
obligations). If the fair value of the plan assets is higher than the present value of the defined
benefit obligation, the measurement of the resulting defined benefit asset is limited to the present
value of economic benefits available in the form of refunds from the plan or reductions in future
contributions to the plan.
The Group’s right to be reimbursed of some or all of the expenditure required to settle a defined
benefit obligation is recognized as a separate asset at fair value when and only when
reimbursement is virtually certain.
Operating Leases
Group as a Lessee. Operating leases represent those leases under which substantially all risks and
rewards of ownership of the leased assets remain with the lessors. Non-cancellable operating lease
payments are recognized as expense in the consolidated statements of income on a straight-line
basis. The difference between the straight-line recognition basis and the actual payments made in
relation to the operating lease agreements are recognized under “Trade and other payables” (if
current) and “Accrued rent payable” (if noncurrent) accounts in the consolidated statements of
financial position.

- 23 -
Group as a Lessor. Leases where the Group does not transfer substantially all the risks and benefits
of ownership of the assets are classified as operating leases. Initial direct costs incurred in
negotiating operating leases are added to the carrying amount of the leased asset and amortized
over the lease term on the same basis as the rental income. Contingent rents are recognized as
revenue in the period in which they are earned. Operating lease are recognized as an income in the
consolidated statements of income on a straight-line basis over the lease term. The difference
between the straight-line recognition basis and the actual payments received in relation to the
operating lease agreement is recognized under “Trade and other receivables” (if current) and “Other
noncurrent assets” (if noncurrent) accounts in the consolidated statements of financial position.
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized
as part of the cost of the respective assets. All other borrowing costs are expensed in the period
they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection
with the borrowing of funds.
Foreign Currency Translation

The functional currency of the entities of the Group is the Philippine Peso except for PHII and its
subsidiaries, eMax, M Food Concepts, Inc. and Sizzlin’ Steak, Inc. with United States dollar (US$),
Alpha Max with Hong Kong dollar (HK$), PHIM with Malaysian Ringgit and Global Max with
Singapore dollar. Each entity in the Group determines its own functional currency and items
included in the financial statements of each entity are measured using that functional currency.
The assets and liabilities of PHII, Alpha Max and eMax are translated into Philippine Peso at the rate
of exchange ruling at the reporting date and income and expenses are translated to Philippine Peso
at monthly average exchange rates. The exchange differences arising on the translation are taken
directly to other comprehensive income and presented as a separate component of equity under
the “Accumulated translation adjustment” account.
Transactions in foreign currencies are initially recorded using the prevailing exchange rate at the
date of transaction. Monetary assets and liabilities denominated in foreign currencies are restated
at the functional currency rate of exchange at the reporting date. All differences are taken to the
Income Taxes
Current Income Tax. Current income tax liabilities for the current and prior periods are measured at
the amount expected to be paid to the taxation authorities. The income tax rate and tax laws used
to compute the amount are those that are enacted or substantively enacted at the reporting date.
Deferred Income Tax. Deferred income tax is provided, using the balance sheet liability method, on
all temporary differences at the reporting date between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognized for all taxable temporary differences, except:
• where the deferred income tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and

- 24 -
• in respect of taxable temporary differences associated with investments in subsidiaries, where

the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognized for all deductible temporary differences, carryforward of
unused tax credits from excess minimum corporate income tax (MCIT) and unused net operating
loss carryover (NOLCO) to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences and carryforward of unused tax credits from excess
MCIT and unused NOLCO can be utilized, except:
• where the deferred income tax asset relating to the deductible temporary difference arises from
the initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss; and
• in respect of deductible temporary differences associated with investments in subsidiaries,

associates and interests in joint ventures, deferred income tax assets are recognized only to the
extent that it is probable that the temporary differences will reverse in the foreseeable future
and taxable profit will be available against which the temporary differences can be utilized.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or
part of the deferred income tax assets to be utilized. Unrecognized deferred income tax assets are
reassessed at each reporting date and are recognized to the extent that it has become probable that
future taxable profit will allow the deferred income tax assets to be recovered.
Deferred income tax assets and liabilities are measured at the tax rate that is expected to apply to
the period when the asset is realized or the liability is settled, based on tax rate (and tax laws) that
have been enacted or substantively enacted at the reporting date.
Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable
right exists to set off current income tax assets against current income tax liabilities and the
deferred income taxes relate to the same taxable entity and the same taxation authority.
Earnings (Loss) Per Share (EPS) Attributable to the Equity Holders of the Parent
Basic EPS is computed by dividing net income for the year attributable to common shareholders by
the weighted average number of common shares outstanding during the year excluding shares held
by subsidiaries, with retroactive adjustments for any stock dividends declared and stock split.
Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding
to assume conversion of all dilutive potential ordinary shares. The Group’s convertible notes are
dilutive potential ordinary shares. In computing for the diluted EPS, the convertible notes are
assumed to have been converted into ordinary shares, and the net income is adjusted to eliminate
the interest expense less the tax effect, if any.
Where the EPS effect of potential dilutive ordinary shares would be anti-dilutive, basic and diluted
EPS are stated at the same amount.

- 25 -
Operating Segments
The Group operates using its different trade names wherein operating results are regularly
monitored by the chief operating decision maker (CODM) for the purpose of making decisions about
resource allocation and performance assessment. The Chief Executive Officer of the Group has
been identified as the CODM. However, as permitted by PFRS 8, Operating Segments, the Group
has aggregated these segments into a single operating segment to which it derives its revenues and
incurs expenses as these segments have the same economic characteristics and are similar in the
following respects:
a. the nature of products and services;

b. the nature of production processes;
c. the type or class of customer for the products and services; and
d. the methods used to distribute their products and services.
Related Parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control or
common significant influence.
An entity is also considered as a related party if the entity is a post-employment benefit plan for the
benefit of employees of either the reporting entity or an entity related to the reporting entity. If the
reporting entity is itself such a plan, the sponsoring employers are also related to the reporting
entity.
Provisions
Provisions, if any, are recognized when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. If the effect of the time value of money is material, provisions are determined by
discounting the expected future cash flows at a pretax rate that reflects current market
assessment of the time value of money and, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognized as
a finance cost.
Contingencies
Contingent liabilities are not recognized in the consolidated financial statements. These are
disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.
Contingent assets are not recognized in the consolidated financial statements but disclosed in the
notes to consolidated financial statements when an inflow of economic benefits is probable.
Events After the Reporting Date

Post year-end events that provide additional information about the Group’s position at the
reporting date (adjusting events) are reflected in the consolidated financial statements when
material. Post year-end events that are non-adjusting events are disclosed in the notes to
consolidated financial statements when material.

- 26 -
5. Significant Judgments, Accounting Estimates and Assumptions
The preparation of consolidated financial statements require management to exercise judgments,

accounting estimates and assumptions that affect amounts reported in the consolidated financial
statements and related notes. The judgments and estimates used in the consolidated financial
statements are based upon management’s evaluation of relevant facts and circumstances as of the
date of the consolidated financial statements. Actual results could differ from such estimates.
Judgments and estimates are continually evaluated and are based on historical experiences and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the
amounts recognized in the consolidated financial statements.
Determining Functional Currency. Management has determined that the functional and
presentation currency of the Parent Company and its Philippine-based subsidiaries is the Philippine
Peso, being the currency of the primary environment in which the Parent Company and its major
subsidiaries operate. The functional currencies of its foreign operations are determined as the
currency in the country where the subsidiary operates. For consolidation purposes, the foreign
subsidiaries’ balances are translated to Philippine peso which is the Parent Company’s functional
and presentation currency.
Determining Fair Values of Financial Instruments. Where the fair values of financial assets and
financial liabilities recognized in the consolidated statements of financial position cannot be derived
from active markets, they are determined using a variety of valuation techniques that include the
use of mathematical models. The Group uses judgments to select from a variety of valuation
models and make assumptions regarding considerations of liquidity and model inputs such as
correlation and volatility for longer dated financial instruments. The inputs to these model are
taken from observable markets where possible, but where this is not feasible, a degree of judgment
is required in establishing fair value.
Establishing Control Over Investment in Subsidiaries. The Group determines that it has control over
its subsidiaries (see Note 4) by considering, among others, its power over the investee, exposure or
rights to variable returns from its involvement with the investee, and the ability to use its power
over the investee to affect its returns. The following are also considered:
The contractual arrangement with the other vote holders of the investee
Rights arising from other contractual agreements
The Group’s voting rights and potential voting rights
Acquisition Accounting. The Group accounts for acquired businesses using the acquisition method
of accounting which requires that the assets acquired and the liabilities assumed be recognized at
the date of acquisition at their respective fair values.

- 27 -
The application of the acquisition method requires certain estimates and assumptions especially
concerning the determination of the fair values of acquired intangible assets and property and
equipment as well as liabilities assumed at the date of the acquisition. Moreover, the useful lives of
the acquired intangible assets and property and equipment have to be determined. Accordingly, for
significant acquisitions, the Group obtains assistance from valuation specialists. The valuations are
based on information available at the acquisition date.
Operating Lease Commitments - The Group as Lessee. The Group has entered into commercial
property leases on its restaurant premises and administrative office location. The Group has
determined that all the significant risks and benefits of ownership of these properties remain with
the lessors. Accordingly, these leases are accounted for as operating leases (see Note 26).
Operating Lease Commitments - The Group as a Lessor. The Group has entered into commercial
property sublease agreements. The Group has determined that all the significant risks and benefits
of ownership of the properties remain with the Group. Accordingly, the lease is accounted for as an
operating lease (see Note 26).
Operating Segments. Although each trade name represents a separate operating segment,
management has concluded that there is basis for aggregation into a single operating segment as
allowed under PFRS 8 due to their similar characteristics. This is evidenced by a consistent range of
gross margin across all brand outlets. Moreover, all trade names have the following business
characteristics:
(a) Similar nature of products/services offered and methods to distribute products and provide
services, that is, food service through casual dining experience;
(b) Similar nature of production processes through establishment of central commissary for the
Group that caters all brands for all store outlets;
(c) Similar class of target customers; and
(d) Primary place of operations.
Estimates and Assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the
financial reporting date, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.
Estimating Impairment of Receivables. Management reviews the age and status of these receivables
and identifies accounts that are to be provided with allowances on a continuous basis. The Group
maintains allowances for impairment losses at a level considered adequate to provide for potential
uncollectible receivables.
Allowance for impairment losses amounted to P =193.9 million and P =180.7 million as at December 31,
2015 and 2014, respectively (see Note 8). Management believes that the allowance is sufficient to
cover receivable balances which are specifically identified to be doubtful of collection. The
aggregate carrying amounts of trade and other receivables, receivable from disposal of investment
properties (included under “Prepaid expenses and other current assets” account) and noncurrent
receivables (included under “Other noncurrent assets” account), net of allowance for impairment
losses, amounted to P = 685.7 million and P = 921.2 million as at December 31, 2015 and 2014,
respectively (see Notes 8, 10 and 13).

- 28 -
Estimation of Allowance for Inventory Obsolescence. The Group estimates the allowance for
inventory losses related to store and kitchen supplies whenever the utility of these inventories
becomes lower than cost due to damage, physical deterioration or obsolescence. Due to the nature
of the food and beverage inventories, the Group conducts monthly inventory count and any
resulting difference from quantities that are currently recognized is charged to expense or related
provision, as applicable. No provision was recognized in 2015, 2014 and 2013.
Inventories at cost amounted to P

=484.7 million and P
=364.3 million as at December 31, 2015 and
2014 (see Note 9).
Estimating Impairment of Nonfinancial Assets. The Group also assesses impairment on nonfinancial
assets whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. The factors that the Group considers important which could trigger an impairment
review include the following:
• Significant underperformance relative to expected historical or projected future operating

results;
• Significant changes in the manner of use of the acquired assets or the strategy for overall
business; and
• Significant negative industry or economic trends.
In determining the present value of estimated future cash flows expected to be generated from the
continued use of the assets, the Group is required to make judgments and estimates that can
materially affect the consolidated financial statements.
There were no impairment indicators noted on these assets as at December 31, 2015 and 2014. The
aggregate carrying amount of these assets amounted to P=6,784.8 million and P
=5,883.5 million as at
December 31, 2015 and 2014 (see Notes 10, 11, 12, 13 and 26).
Estimating Impairment of Goodwill. The Group tests annually whether any impairment in goodwill is
to be recognized, in accordance with the related accounting policy in Note 4. The recoverable
amounts of CGUs have been determined based on the higher of fair value less costs to sell and value
in use calculations which require the use of estimates. Based on the impairment testing conducted,
except for the CGU of Le Coeur de France, the recoverable amounts of the CGUs as at December 31,
2015 and 2014 calculated based on value in use are greater than the corresponding carrying values
(including goodwill) of the CGUs as at the same dates. The carrying amount of goodwill amounted
to P
= 1,964.4 million and P = 1,923.0 million as at December 31, 2015 and 2014, respectively
(see Note 12). Impairment loss on goodwill amounted to P =31.2 million and nil in 2015 and 2014,
respectively.
Estimating the Fair Values of Acquiree’s Identifiable Assets and Liabilities. Where the fair values of
the acquiree’s identifiable assets and liabilities cannot be derived from active markets, the Group
determines the fair values using valuation techniques and generally accepted valuation approaches
performed by independent valuation specialists. The inputs to these valuation approaches are
taken from historical experience and observable markets where possible, but where this is not
feasible, estimates are used in establishing fair values. The estimates include discount rates and
assumptions used in cash flow projections.

- 29 -
The fair values of the identifiable net assets (liabilities) acquired from the 20 Max’s Entities, eMax
and Global Max amounted to P =2,853.0 million, P = 71.1 million and (P = 27.8 million), respectively
(see Note 6).
Estimating the Useful Lives of Property and Equipment, Investment Properties and Intangible Assets.
The Group reviews annually the estimated useful lives of property and equipment, investment
properties and intangible assets based on expected asset utilization as anchored on business plans
and strategies that also consider expected future technological developments and market behavior.
The estimated useful lives are reviewed periodically and are updated if expectations differ from
previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or
other limits on the use of these assets. In addition, estimation of the useful lives is based on
collective assessment of industry practice, internal technical evaluation and experience with similar
assets. It is possible that future results of operations could be materially affected by changes in
these estimates brought about by changes in the factors mentioned. The amount and timing of
recorded expenses for any period would be affected by changes in these factors and circumstances.
In 2015, the estimated useful lives of certain items of property and equipment were changed from a
range of three (3) to five (5) years to a range of five (5) to 12 years to reflect the change in Group’s
assessment of the expected economic benefits of the property and equipment and to align the
useful lives adopted by the industry. This resulted to a reduction of P =163.2 million in depreciation
expense of the Group (see Note 11).
The carrying amount of property and equipment, investment properties and intangible assets are as
follows:
(In Thousands)
Note 2015 2014
Property and equipment 11 P
=2,402,768 =1,751,220
P
Investment properties 11 426,310 426,281
Intangible assets 12 5,015,751 4,899,277
Estimating Retirement Benefit Costs. The determination of the Group’s obligation and pension cost
is dependent on the selection of certain assumptions used in calculating such amounts, which are
described in Note 22 to the consolidated financial statements.
Retirement benefit costs amounted to P =0.9 million and P

=21.3 million in 2015 and 2014, respectively
(P
=22.3 million in 2013). Net retirement plan assets amounted to P =389.7 million and P
=462.2 million
as at December 31, 2015 and 2014 (see Note 22). Net retirement liabilities amounted to
=140.7 million and P
P =101.9 million as at December 31, 2015 and 2014 (see Note 22).
Estimating Realizability of Deferred Income Tax Assets. The Group reviews the carrying amounts of
deferred income tax assets at each reporting date and reduces the amounts to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
income tax assets to be utilized in the future. The amount of deferred income tax assets that are
recognized is based upon the likely timing and level of future taxable profits together with future tax
planning strategies to which the deferred income tax assets can be utilized.
The Group has temporary differences, excess MCIT and unused NOLCO totaling to P
=91.5 million and
=126.0 million as at December 31, 2015 and 2014, for which no deferred income tax assets were
P
recognized. The carrying values of deferred income tax assets amounted to P =189.7 million and
=196.6 million as at December 31, 2015 and 2014 (see Note 24).
P

- 30 -
Estimating Contingencies. The estimate of probable costs for the resolution of possible claims has
been developed in consultation with the internal and external counsel handling the Group’s defense
in these matters and is based upon analysis of potential results. No provision for probable losses
arising from legal contingencies was recognized in the Group’s consolidated financial statements as
at December 31, 2015 and 2014 (see Note 31).
6. Business Combination
Acquisition of 20 Max’s Entities

As discussed in Note 1, on November 7, 2014, the Group acquired 100% of the outstanding and
issued capital stock of the 20 Max’s Entities for a total acquisition cost of P
=3,975.3 million. Goodwill
amounting to P =3,002.7 million was provisionally recognized in 2014.
The valuation of the net assets of the 20 Max’s Entities was completed in 2015 resulting to
additional fair valuation adjustments to the acquirees’ trademarks, franchise fees, property and
equipment by P = 2,452.3 million, P = 201.7 million, P = 39.0 million, respectively, and reversal of
=6.8 million fair value adjustments on investment properties recognized in 2014. Consequently,
P
there was a corresponding reduction in the amount of goodwill provisionally recognized by
=1,880.4 million.
P
The following is a summary of the carrying amounts and restated fair values of the identifiable
assets acquired and liabilities assumed as at acquisition date:
(In Thousands)
Carrying Value Fair Value
Assets:
Current assets =P1,253,575 =P1,253,575
Property and equipment 1,147,597 1,201,616
Investment properties 58,581 427,381
Intangible assets 32,009 2,686,000
Other noncurrent assets 4,452,915 4,452,915
6,944,677 10,021,487
Liabilities:
Trade and other current payables 738,287 738,287
Borrowings 5,359,092 5,359,092
Other noncurrent liabilities 148,089 1,071,132
6,245,468 7,168,511
Total identifiable net assets acquired 699,209 2,852,976
Fair value of share consideration in exchange of the
shares of stock of the 20 Max’s Entities 3,975,336
Goodwill arising from acquisition =1,122,360
P
Goodwill recognized is a result of the expected synergies from combined operations of the
acquirees and the acquirer, intangible assets that do not qualify for separate recognition and other
factors.

- 31 -
From the date of acquisition, the 20 Max’s Entities contributed net revenues and net income of
=1,187.6 million and P
P =76.7 million, respectively, to the Group in 2014. Had the acquisition occurred
on January 1, 2014, the combined revenues and net loss for the year ended December 31, 2014
would have amounted to P =9,743.8 million and P =56.0 million, respectively. The 2014 pro-forma
consolidated statement of income is as follows:
(In Thousands)
Restaurant sales =8,121,893
P
Commissary sales 1,257,731
Franchise and royalty fees 364,147
Total revenues 9,743,771
Costs of sales 7,720,749
Gross profit 2,023,022
General and administrative expenses (1,371,002)
Sales and marketing expenses (405,470)
Finance costs (253,897)
Other income 158,199
Income before corporate reorganization costs 150,852
Corporate reorganization costs (177,412)
Loss before income tax (26,560)
Provision for income tax 29,395
Net loss =55,955
P
Merger of Max’s Kitchen, Inc. (MKI) with other 10 Max’s Entities
On September 17, 2015, the SEC issued the Certificate of Filing of the Articles and Plan of Merger
approving the merger executed on April 28, 2015 by MKI, as the surviving entity, and MCI, MMI,
MSMI, MBI, MFSI, MEI, MFI, CRU, STI and MERI (collectively referred to as the Absorbed
Companies).
MKI and the Absorbed Companies are under common control of the Parent Company before and
after the merger. The said transaction was treated as a reorganization of entities under common
control and was accounted for similar to pooling-of-interests method in MKI’s books. The merger
did not have any financial impact to the consolidated financial statements. Accordingly, the
consolidated financial statements have been prepared as a continuation of the Parent Company’s
consolidated financial statements.
Acquisition of Global Max Services Pte. Ltd (Global Max) and eMax’s, LLC, Colarado Ltd (eMax)
On January 22, 2015, the BOD approved the Parent Company’s acquisition of 100% ownership
interest of eMax for US$531,000. eMax, a duly registered entity in Colorado, USA, is primarily
engaged in the granting of franchises for the development and operation of restaurants under the
Max’s brand name within the North American territory. eMax holds the franchise and intellectual
property rights for Max’s restaurants in North America.
Moreover, on same date, the BOD approved the Parent Company’s acquisition of 100% ownership
interest of Global Max for US$1,006,000. Global Max, a duly registered entity in Singapore, is
engaged in the business of management consultancy services. This transaction will allow the Parent
Company to consolidate support services for both local and international operations.

- 32 -
The following is a summary of the fair values of identifiable assets acquired and liabilities assumed
as at acquisition date:
(In Thousands)
eMax Global Max
Assets:
Current assets =9,162
P =P69,863
Property and equipment 317 11,607
Intangible assets 104,154 –
Other noncurrent assets – 433
113,633 81,903
Liabilities:
Trade and other current payables 7,144 91,189
Other noncurrent liabilities 35,413 18,530
42,557 109,719
Total identifiable net assets (liabilities) acquired at
fair value 71,076 (27,816)
Fair value of consideration given 22,826 44,763
Goodwill arising from acquisition (P
=48,250) =72,579
P
The excess of the fair value of identifiable net assets and liabilities over the consideration of
=48.3 million arising from the acquisition of eMax resulted from the recent developments on the
P
Max’s trademark in North America. This is recognized as part of other income in the consolidated
statements of income (see Note 23).
The goodwill arising from the acquisition of Global Max amounting to P =72.6 million resulted from
the expected operational synergies, intangible assets that do not qualify for separate recognition
and other factors.
Corporate Reorganization Costs
In 2014, this account consists of:
(In Thousands)
Impairment loss on receivables =145,507
P
Depreciation expense 24,789
Impairment of security deposits 7,116
=177,412
P
The new management’s changes in business strategies in 2014 resulted in, among others,
identification of inefficiencies and non-performing store operations. Restructuring activities were
initiated that lead to the closing or changing of the operating structure of certain Company-owned
and/or franchised stores. Accordingly, certain assets were determined to be impaired and the
estimated useful lives of certain fixed assets were changed.

- 33 -
7. Material Partly-Owned Subsidiary, Acquisition of Non-controlling Interests and Disposal of

Subsidiaries
Material Partly-Owned Subsidiary
TBGI has a non-controlling shareholder which holds 30% equity interest as at December 31, 2015
and 2014.
Accumulated balance of material non-controlling interest amounted to P = 83.6 million and

=92.4 million as at December 31, 2015 and 2014, respectively. Loss allocated to material non-
P
controlling interest in TBGI amounted to P
= 9.3 million and P
= 20.0 million in 2015 and 2014,
respectively (P
=8.1 million in 2013).
The summarized results of operation of TBGI before intercompany elimination are provided below.
(In Thousands)
2015 2014 2013
Revenue P
=383,243 =454,089
P =517,144
P
Cost of sales (341,239) (442,316) (453,602)
General and administrative expenses (71,108) (100,972) (81,170)
Sales and marketing expense (5,314) (9,812) (16,842)
Other income 7,131 3,918 3,561
Loss before income tax (27,287) (95,093) (30,909)
Provision (benefit) for income tax 4,784 (28,464) (3,944)
Net loss (P
=32,071) (P
=66,629) (P
=26,965)
Attributable to non-controlling interests (P
=9,301) (P
=19,989) (P
=8,089)
The summarized statements of financial position of TBGI follow:
In Thousands)
2015 2014 2013
Current assets P
=117,477 =115,830
P =P194,526
Noncurrent assets 281,460 276,294 258,707
Current liabilities (126,193) (79,717) (64,582)
Noncurrent liabilities (3,467) (4,223) (2,085)
Total equity P
=269,277 =308,184
P =386,566
P
Attributable to:
Equity holders of the parent P
=185,587 =215,729
P =P270,596
Non-controlling interests 83,690 92,455 115,970
Summarized cash flow information of TBGI follows:
(In Thousands)
2015 2014 2013
Operating (P
=88,954) (P
=46,120) (P=2,979)
Investing 42,832 (7,453) (26,113)
Financing 43,000 58,526 3,254
Net increase (decrease) in cash (P
=3,122) =4,953
P (P
=25,838)

- 34 -
Acquisition of Non-controlling Interests
In 2015, the Group acquired the remaining non-controlling interests in Always Happy BGC, Inc., PCK-
LFI, Inc. and PCK-Boracay, Inc. Details are as follows:
(In Thousands)
Carrying Value of
Acquisition Acquisition Non-controlling Effect to Retained
Date Cost Interest Earnings
PCK-LFI, Inc. March 2015 =3,800
P =622
P =3,178
P
PCK-Boracay, Inc. March 2015 2,480 31 2,449
Always Happy BGC, Inc. October 2015 1,127 (6,009) 7,136
=7,407
P (P
=5,356) =12,763
P
The excess of acquisition cost over the carrying amount of non-controlling interest totaling
=12,763 were recognized directly to retained earnings.
P
Disposal of Subsidiaries
a. PHICAFSII. On February 5, 2014, the BOD of the Parent Company approved the resolution to
subscribe to additional 750,000 shares, out of PHICAFSII’s authorized but unissued shares and to
apply the advances to PHICAFSII as full payment for the subscription. The BOD also authorized
the Parent Company to waive its pre-emptive rights over the issuance of PHICAFSII of an
additional P =99.0 million worth of shares, each with a par value of P =1 in favor of PHHI (which is
currently in the process of changing its corporate name to exclude “Pancake House”). It was
resolved further that the Parent Company grants PHHI an irrevocable voting proxy over the
Parent Company’s shares and an option to purchase the Parent Company’s shares in PHICAFSII
at book value.
As at December 31, 2015 and 2014, the Parent Company recognized receivable from disposal of
interest amounting to P
=143.6 million, equivalent to the carrying value of net assets of PHICAFSII
(see Note 13).
b. AHGI and HPI. In October 2014, the Parent Company sold its 60% and 51% ownership interest in
AHGI and HPI, respectively. Consideration from the sale of AHGI and HPI shares and the
corresponding gain on disposal are as follows:
(In Thousands)
AHGI HPI
Carrying value of net assets (liabilities) (P
=1,565) =1,442
P
Total consideration 5,148 7,730
Gain on disposal =6,713
P =6,288
P
The related accounts of PHICAFSI as at February 5, 2014, AHGI and HPI as at October 31, 2014 have
been excluded in the December 31, 2014 consolidated financial statements. The assets and
liabilities are summarized below:
(In Thousands)
PHICAFSI AHGI HPI
Current assets =88,206
P =2,158
P =10,365
P
Noncurrent assets 104,009 8,108 2,750
Current liabilities (200,667) (12,874) (9,720)
Noncurrent liabilities – – (568)

- 35 -
8. Trade and Other Receivables
This account consists of:

(In Thousands)
Note 2015 2014
Trade P
=401,702 =582,845
P
Due from related parties 18 81,808 –
Advances to officers and employees 52,543 45,167
Royalties 32,035 33,619
Credit card receivable 8,131 11,885
Receivable from:
Sale of asset group 52,922 52,922
Franchisees 37,700 73,946
Sale of property and equipment 2,544 –
Others 61,449 57,919
730,834 858,303
Less allowance for impairment losses 193,923 180,744
P
=536,911 =677,559
P
Trade receivables, which pertain to commissary sales billed to franchisees, are secured, noninterest-
bearing and are normally settled on a 15-30 day term. The franchisees provide certain amount of
deposits as guarantee on the receivable. These deposits are presented under “Trade and other
payables” account in the consolidated statements of financial position (see Note 14). The deposits
are applied against the overdue purchases of the franchisees.
Royalties pertain to the unremitted portion of the Group’s share in the net sales of its franchisees.
Receivable from sale of asset group represents outstanding receivable from the sale, assignment
and transfer of the net assets attributable to certain entities and a portion of property and
equipment relating to the company-owned outlets in 2010.
Receivable from franchisees pertains to continuing franchise fees not yet remitted by its franchisees.
Other receivables primarily pertain to noninterest-bearing reimbursable costs incidental to the

operations of the franchised stores and are normally settled on a 30-60 day term.
Allowance for impairment losses is attributable to the individual impairment of certain trade and
other receivables.
Movements of allowance for impairment loss are as follows:
(In Thousands)
Note 2015 2014
=180,744 =22,149
P
Provisions 21 17,895 150,610
Write-off (4,716) (4,634)
Effect of:
Business combination 6 – 12,692
Disposal of investments in subsidiaries 7 – (73)
Balance at end of year P
=193,923 =180,744
P

- 36 -
9. Inventories
This account consists of the following inventories which are carried at cost:
(In Thousands)
2015 2014
Food and beverage P
=450,600 =312,415
P
Store and kitchen supplies 34,124 51,871
P
=484,724 =364,286
P
Costs of inventories charged to cost of sales are as follows:
(In Thousands)
Note 2015 2014 2013
Food and beverage 19 P
=3,434,660 =1,672,205
P =1,247,687
P
Store and kitchen supplies 19 56,446 42,946 65,265
P
=3,491,106 =1,715,151
P =1,312,952
P
10. Prepaid Expenses and Other Current Assets

(In Thousands)
Note 2015 2014
Prepaid expenses P
=179,952 =112,478
P
Advances to suppliers 61,877 46,980
Input VAT 50,296 16,189
CWTs 47,857 37,436
Receivable from disposal of investment
properties 18 – 99,869
Others 17,383 50,521
P
=357,365 =363,473
P
Prepaid expenses consist mainly of prepaid marketing expenses such as billboard rentals,
sponsorship and events that are being amortized for one year or less.
Advances to suppliers pertain to advance payments for goods pending delivery.
Other current assets mainly include unused supplies and advanced freight costs.

- 37 -
11. Property and Equipment and Investment Properties
Movements in the property and equipment follow:
(In Thousands)
2015
Store and Furniture,
Leasehold Kitchen Fixtures and Transportation Construction
Land Building Improvements Equipment Equipment Equipment In-Progress Total
Cost
Balances at beginning
of year P
=176,303 P
=80,618 P
=2,252,461 P
=1,415,038 P
=615,640 P
=266,869 P
=207,548 P
=5,014,477
Effects of business
combination – – 406 – 4,791 9,829 – 15,026
Additions – – 472,362 173,645 150,882 33,392 122,527 952,808
Transfer – 173,945 – 19,966 19,099 – (213,010) –
Disposals – (8,076) (90,731) (100,092) (25,584) (14,889) – (239,372)
Balances at end of year 176,303 246,487 2,634,498 1,508,557 764,828 295,201 117,065 5,742,939
Accumulated Depreciation
and Amortization
of year – 43,946 1,470,450 1,071,115 496,251 181,495 – 3,263,257
Effects of business
combination – – 31 – 1,486 1,585 – 3,102
Depreciation and
amortization – 7,191 121,958 85,233 46,410 52,392 – 313,184
Disposals – (8,076) (90,731) (100,092) (25,584) (14,889) – (239,372)
Balances at end of year – 43,061 1,501,708 1,056,256 518,563 220,583 – 3,340,171
Net Book Values P
=176,303 P
=203,426 P
=1,132,790 P
=452,301 P
=246,265 P
=74,618 P
=117,065 P
=2,402,768
(In Thousands)
2014 - As restated (see Note 6)
Store and Furniture,
Leasehold Kitchen Fixtures and Transportation Construction
Land Building Improvements Equipment Equipment Equipment In-Progress Total
Cost
of year =–
P =–
P =774,501
P =640,047
P =131,363
P =66,789
P =8,510
P =1,621,210
P
Effects of:
Business combination 176,303 80,618 1,379,889 800,167 478,727 184,064 132,928 3,232,696
Disposal of investment in
subsidiaries – – (11,044) (12,454) – – – (23,498)
Additions – – 167,203 78,275 25,413 18,113 67,159 356,163
Transfer – – 3,169 (2,120) – – (1,049) –
Disposals – – (61,257) (88,877) (19,863) (2,097) – (172,094)
Balances at end of year 176,303 80,618 2,252,461 1,415,038 615,640 266,869 207,548 5,014,477
Accumulated Depreciation
and Amortization
of year – – 517,261 486,961 98,059 48,519 – 1,150,800
Effects of:
Business combination – 43,059 896,254 598,455 371,345 121,967 – 2,031,080
subsidiaries – – (4,920) (12,454) – – – (17,374)
Depreciation and
amortization – 887 123,112 87,030 46,710 13,106 – 270,845
Disposals – – (61,257) (88,877) (19,863) (2,097) – (172,094)
Balances at end of year – 43,946 1,470,450 1,071,115 496,251 181,495 – 3,263,257
Net Book Values =176,303
P =36,672
P =782,011
P =343,923
P =119,389
P =85,374
P =207,548
P =1,751,220
P
Cost of fully depreciated property and equipment that are still used in operations amounted to
P =658.9 million as at December 31, 2015 and 2014, respectively.

- 38 -
Transportation equipment with a carrying amount of P = 10.8 million and P= 12.4 million as at
December 31, 2015 and 2014, respectively, were collateralized by a chattel mortgage (see Note 16.)
Movements in the investment properties are as follows:
(In Thousands)
2015
Building and Condominium
Land Improvements Units Total
Cost
Balances at beginning of year P
=425,429 P
=7,226 P
=5,938 P
=438,593
Additions – 148 – 148
Balances at end of year 425,429 7,374 5,938 438,741
Accumulated Depreciation and
Amortization
Balances at beginning of year – 6,374 5,938 12,312
Depreciation and amortization – 119 – 119
Balances at end of year – 6,493 5,938 12,431
Net Book Values P
=425,429 P
=881 P
=– P
=426,310
(In Thousands)
Building and Condominium
Land Improvements Units Total
Cost
Balances at beginning of year =–
P =–
P =–
P =–
P
Effect of consolidation as restated 425,429 7,226 5,938 438,593
Balances at end of year 425,429 7,226 5,938 438,593
Accumulated Depreciation and
Amortization
Balances at beginning of year – – – –
Effect of consolidation – 5,748 5,464 11,212
Depreciation and amortization – 626 474 1,100
Balances at end of year – 6,374 5,938 12,312
Net Book Values =425,429
P =852
P =–
P =426,281
P
Investment properties were initially measured at their acquisition-date fair values. Thus, fair values
of the investment properties as at December 31, 2015 are approximate their carrying amounts.
Depreciation and amortization charged to profit or loss are as follows:
(In Thousands)
Note 2015 2014
Property and equipment P
=313,184 =270,845
P
Investment properties 119 1,100
Intangible assets 12 52,615 39,786
P
=365,918 =311,731
P

- 39 -
12. Intangible Assets

(In Thousands)
2014
(As Restated -
2015 see Note 6)
Trademarks P
=2,817,252 =2,725,951
P
Goodwill 1,964,379 1,923,031
Franchise fees 215,997 228,963
Software license 14,117 15,890
Lease rights 3,169 4,372
Brand development costs 837 1,070
P
=5,015,751 =4,899,277
P
Goodwill. Goodwill acquired through business combination has been attributed to the following
brands which are considered to be separate CGUs of the Group:
(In Thousands)
2014
(As Restated -
Note 2015 see Note 6)
Max’s 6 P
=1,122,360 =1,122,360
P
Yellow Cab 708,785 708,785
Global Max 72,579 –
Pancake House 60,655 60,655
Le Coeur de France – 31,231
P
=1,964,379 =1,923,031
P
Movement of goodwill recognized in the consolidated statements of financial position is as follows:
(In Thousands)
2014
(As Restated -
=1,923,031 =889,522
P
Arising from business combinations 6 72,579 1,122,360
Impairment (31,231) –
Reclassification to receivable from disposal
of interests 13 – (88,851)
Balance at end of year =1,964,379
P =1,923,031
P
As at December 31, 2015, except for Le Coeur de France, the recoverable amount of each CGU
calculated through value in use exceeded the carrying amount of the CGU including goodwill. Value
in use was derived using cash flow projections based on financial budgets approved by senior
management covering a five-year period. Cash flows beyond the five-year period are extrapolated
using a zero percent growth rate. Discount rate applied to the cash flow projections in determining
recoverable amount is 13% and 10% in 2015 and 2014, respectively.

- 40 -
The calculations of value in use of goodwill are most sensitive to the following assumptions:
a. Discount rates - Discount rates were derived from the Group’s weighted average cost of capital
and reflect management’s estimate of risks within the CGUs. This is the benchmark used by the
management to assess operating performance and to evaluate future investment proposals. In
determining appropriate discount rates, regard has been given to various market information,
including, but not limited to, ten-year government bond yield, bank lending rates and market
risk premium and country risk premium.
b. Growth rate estimates - The long-term rate used to extrapolate the budget for the investee
companies excludes expansions and possible acquisitions in the future. Management also
recognizes the possibility of new entrants, which may have significant impact on existing growth
rate assumptions. Management however, believes that new entrants will not have a significant
adverse impact on the forecast included in the budget.
In 2015, the Group recognized impairment loss amounting to P = 31.2 million on its goodwill
attributable to Le Coeur de France. Management estimates that the CGU’s recoverable amount
computed through value in use is lower than the CGU’s carrying amount.
Trademarks, Franchise Fees, Software License, Lease Rights and Brand Development Costs. The
rollforward of trademarks, brand developments costs and lease rights are as follows:
(In Thousands)
2015
Brand
Franchise Software Development
Trademarks Fees License Lease Rights Costs Total
Cost
=3,012,825 P
=238,885 P
=48,171 P
=9,370 P
=1,646 P
=3,310,897
Effect of business combination 104,154 – – – – 104,154
Additions 51 9,687 14,338 – – 24,076
Disposal – – (639) – – (639)
Balances at end of year 3,117,030 248,572 61,870 9,370 1,646 3,438,488
Accumulated Amortization
Balances at beginning of year 286,874 9,922 32,281 4,998 576 334,651
Amortization 12,904 22,653 15,622 1,203 233 52,615
Disposal – – (150) – – (150)
Balances at end of year 299,778 32,575 47,753 6,201 809 387,116
Net Book Value P
=2,817,252 P
=215,997 P
=14,117 P
=3,169 P
=837 P
=3,051,372
(In Thousands)
Brand
Franchise Software Development
Trademarks Fees License Lease Rights Costs Total
Cost
Balances at beginning of year =556,503
P =–
P =20,134
P =7,128
P =5,973
P =589,738
P
Effect of:
Business combination 2,456,322 238,885 25,474 – 1,459 2,722,140
subsidiaries – – – – (5,973) (5,973)
Additions – – 3,255 2,242 3,301 8,798
Disposal – – (692) – (3,114) (3,806)
Balances at end of year 3,012,825 238,885 48,171 9,370 1,646 3,310,897
Accumulated Amortization
Balances at beginning of year 258,109 – 8,094 3,884 1,186 271,273
Effect of:
Business combination 322 8,885 16,661 – 1,480 27,348
subsidiaries – – – – (1,186) (1,186)
Amortization 28,443 1,037 8,041 1,114 1,151 39,786
Disposal – – (515) – (2,055) (2,570)
Balances at end of year 286,874 9,922 32,281 4,998 576 334,651

- 41 -
(In Thousands)
Net Book Value =2,725,951
P =228,963
P =15,890
P =4,372
P =1,070
P =2,976,246
P
Trademarks acquired through business combination have been attributed to the following brands:
(In Thousands)
2014
(As Restated -
Max’s 6 P
=2,405,000 =2,405,000
P
Teriyaki Boy 141,551 148,738
eMax 6 104,154 –
Pancake House 80,738 85,615
Max’s Corner Bakeshop 6 51,000 51,000
Le Coeur de France 34,809 35,598
P
=2,817,252 =2,725,951
P
Trademarks and franchise fees arising from business combination were adjusted to their
corresponding fair values as required by PFRS 3. The fair values were determined using a
combination of valuation approaches such as the Multi-Period Excess Earnings Method (MPEEM) and
Relief from Royalty Method (RFR), which are both income approaches and measured at Level 3
(Significant unobservable inputs).
Valuation using MPEEM
The Group’s trademarks on Max’s (portion of the total value) and Max’s Corner Bakeshop and
franchise rights on Krispy Kreme, Jamba Juice and Max’s were valued using the MPEEM approach.
The MPEEM determines the value of an intangible asset by discounting the incremental after-tax
cash flows attributable only to the intangible asset. The net cash flows attributable to the intangible
asset is based on a forecast of its related cash inflows and outflows, less contributory asset charges
(CAC) for economic returns of and returns on all monetary, tangible, and other intangible assets
necessary to realizing the cash flows.
The following are the key inputs used for the valuation of the intangible assets using the MPEEM:
a. Prospective financial information - Management-prepared prospective financial information for

the prospective revenues and earnings relating to the intangible assets were the basis of the
valuation.
b. Contributory asset charges - Charges based on the normalized fair market values of the
contributing assets and the amount of return each asset class would require from the viewpoint
of a market participant.
c. Discount rate - The discount rate used in computing the present value of the incremental after-
tax cash flows is based on a computed required return of the intangible asset.

- 42 -
A summary of the significant unobservable inputs used in MPEEM is shown below.
Max’s Corner
Year Incurred Max’s Bakeshop eMax Krispy Kreme Jamba Juice
Terminal growth rate 3.7% 3.7% 1.9% Not applicable Not applicable
Contributory asset
charges*:
Net working capital (0.2%) (0.1%) 0.1% (0.1%) (0.1%)
Fixed assets 1.2% 0.5% 0.1% 1.7% 3.0%
Land 1.0% Not applicable Not applicable 0.2% Not applicable
Assembled
workforce 0.2% 0.01% Not applicable 0.3% 0.2%
Discount rate 16.8% 16.8% 19.0% 16.8% 17.8%
*Percentage of Revenues
Valuation using RFR
Revenues from franchise and royalty fees, which contribute to the total value of the Max’s
trademark, were subjected to the RFR method. The RFR method determines the value of the
intangible asset as the present value of the cost savings realized as a result of not having to pay a
stream of royalty payments to another party. These cost savings are calculated based on the
hypothetical royalty payment that a licensee would be required to pay in exchange for the use of the
asset, reduced by the tax savings realized by the licensee on the royalty payments.
The following are the key inputs used for the valuation of the intangible assets using RFR:
a. Prospective financial information - Management-prepared prospective financial information for

the prospective revenues and earnings relating to the intangible assets. Terminal growth rate
used in the valuation is 3.7%.
b. Royalty rate - In estimating a hypothetical rate, certain qualitative factors and the existing royalty
agreements were considered. The qualitative factors include age longevity, consumer
recognition, market share, profitability and growth and geographic coverage among others.
Royalty rate used in the valuation is 9% of revenues.
c. Discount rate - The discount rate used in computing the present value of the incremental after-
tax cash flows is based on a computed required return of the intangible asset. The discount rate
used is 15.8%.
13. Other Noncurrent Assets
(In Thousands)
Note 2015 2014
Receivable from disposal of interest 7 P
=143,571 =143,571
P
Deferred input VAT 90,267 50,730
Utilities and other deposits 78,692 90,451
Noncurrent receivables 5,246 163
HTM investment 2,710 4,204
P
=320,486 =289,119
P

- 43 -
The Group had an investment in a joint venture through PHICAFSI representing 50% interest in ICF-
CCE, Inc. which was incorporated in May 2010. ICF-CCE, Inc. is engaged in the business of operating
a culinary skills training center and a restaurant for the practicum of its students.
Investments in joint venture also includes investment in CRPS.
The Group recognized the excess of share in equity net losses over cost amounting to P =3.5 million
and P =6.7 million as at December 31, 2015 and 2014, respectively, as “Provision for share in equity in
net losses of a joint venture” in the consolidated statements of financial position as at December 31,
2015 and 2014 in relation to its investment in ICF-CCE, Inc. The carrying amount of the investment
in CRPS presented as “Investment in a joint venture” under “Other noncurrent assets” account
amounted to nil as at December 31, 2015 and 2014.
The Group did not recognize share in equity in net losses of joint ventures in 2015 and 2014
(P
=12,043 in 2013).
14. Trade and Other Payables
(In Thousands)
2015 2014
Trade P
=988,022 =1,196,009
P
Accrued expenses 409,388 396,302
Nontrade 292,114 396,029
Statutory liabilities 113,555 53,754
Contract retention 28,149 16,553
Deposits 24,674 16,813
Service charges 16,457 18,801
Deferred revenue 5,543 7,107
Others 70,958 90,074
P
=1,948,860 =2,191,442
P
Trade payables are noninterest-bearing and are generally on 30-60 day term.
Accrued expenses include Group purchases that are already received as at reporting date but with
pending documents, payroll and other benefits as at cut-off date that are not yet due for payment
and electricity and other utilities, among others.
Nontrade payable pertains mainly to the unpaid billings from contractors for the construction of
new stores and for various renovation activities on existing stores and unpaid billing from agencies
for contractual personnel requirements, among others.
Deposits include deposits on ingredients representing the amount received by the Group from its
franchisees as stipulated in the franchise agreements equivalent to 40% of the projected 15-day
food and beverage sales to cover for all the ingredients initially advanced by the Group for the
commencement of the franchise outlets’ commercial operations. These are carried at cost and
subject to a semi-annual review and is correspondingly adjusted based on the revised projected
monthly sales of the franchise outlet.
Other payables include current portion of accrued rent payable and royalty fees.

- 44 -
15. Loans Payable

(In Thousands)
2015 2014
Short-term loan P
=1,367,238 =1,634,085
P
Revolving promissory notes 296,108 440,430
Others – 10,971
P
=1,663,346 =2,085,486
P
Short-term Loans
The Group obtained Peso-denominated short-term loans from local banks to finance working capital
requirements. The short-term loans from the banks bear interest rates ranging from 2.5% to 4.5% in
2015 and 2014 and will mature during the succeeding year.
The outstanding balance of short-term loans amounted to P

=1,634.1 million as
at December 31, 2015 and 2014, respectively.
Revolving Promissory Notes

The Group has revolving promissory notes from a local bank amounting to P =296.1 million and
=440.4 million as at December 31, 2015 and 2014, respectively. These notes are payable in six to 12
P
months and bear annual interest rates ranging from 3.0% to 4.0%. The notes are guaranteed by
affiliated companies.
Interest expense charged to profit or loss follows:

Note 2015 2014 2013
Loans payable P
=40.5 million =P39.0 million =P12.6 million
Long-term debt 16 59.2 million 25.3 million 48.0 million
Mortgage payable and convertible
notes 16 0.3 million 0.5 million 2.0 million
P
=100.0 million =64.8 million
P =62.6 million
P
16. Long-term Debt

(In Thousands)
2015 2014
Long-term loan P
=2,038,013 =1,274,110
P
Finance lease liability 7,966 12,377
Mortgage payable 4,165 8,165
2,050,144 1,294,652
Current portion:
Long-term loan and finance lease liability 462,814 73,697
465,979 81,862
Noncurrent portion:
Long-term loan and finance lease liability 1,583,165 1,212,790
Mortgage payable 1,000 –
P
=1,584,165 =1,212,790
P

- 45 -
Long-term Loan
Omnibus Loan and Security Agreement with the Bank of the Philippine Islands (BPI)
On February 21, 2014, the 10 Max’s Entities entered into a loan agreement for P
=4,274.1 million with
BPI. The proceeds of the loan were used to acquire shares of stocks of the Parent Company. The
loan bears an interest rate based on the Philippine Daily System Treasury (PDST) fixing benchmark
rate plus a spread of 3.5% or annual fixed 5.5% interest, whichever is higher, and matures on
January 21, 2021. On December 12, 2014, the Max’s Entities paid P =3,000.0 million of the loan from
the proceeds of the sale of shares of stock during the follow-on offering of the Parent Company’s
shares (see Note 1).
This loan agreement contains restrictive covenants which include, among others, maintenance of
certain level of long-term debt-to-equity ratio and debt service coverage ratio based on the
consolidated financial statements of the Max’s Entities.
The borrowing entities are also not allowed to make/permit material change in their business;
reacquire any of its outstanding shares by purchase of redemption or donation; suspend or
discontinue operations up to the branch level for a period exceeding 30 consecutive days, whether
voluntarily or involuntarily; create/incur any new indebtedness, other than permitted indebtedness;
create/incur to any lien with respect to the property or assets of the borrowing entities and the
individual obligors, except for the properties stated in the agreement; sell, lease, transfer or dispose
any or all properties and assets other than in the ordinary course of business; assign, transfer or
convey any right to receive any of its income or revenues; and incur any capital expenditure or
purchase additional capital equipment or other fixed assets outside the ordinary course of business.
As at December 31, 2015, the Max’s Entities are in compliance with the debt covenants.
The loan is secured by the Joint and Solidary Suretyship of the Parent Company.
Long-term Loan with Banco de Oro (BDO)
On April 7, 2015, the Parent Company availed of a P =1,000.0 million long-term debt from BDO to
finance capital expenditures and working capital requirements of the Group. The long-term debt has
a term of three years and bears interest of 2.5% per annum. In October 2015, the Company paid in
advanceP=657.0 million of the principal amount.
On June 17, 2015, the Parent Company availed additional long-term debt amounting to
=153.0 million from BDO also to finance capital expenditures and working capital requirements of
P
the Group. The long-term debt has a term of three years and bears interest of 2.5% per annum.
The long-term debt does not impose any significant financial or non-financial covenants to the
Group.
Loan Facility Agreement with BDO
In 2013, RVC entered into a loan facility agreement with BDO to finance the construction of a
9-storey boutique hotel located in Kamuning, Quezon City.
The loan is divided into five tranches. Initial release of P

=12.0 million was made in 2013. This will be
followed by four equal releases of P=32.5 million each once the construction billing progress reaches
30%, 50%, 75%, and 90%, respectively. Annual interest rate applicable on this loan is 2.5%.

- 46 -
The loan is secured by RVC’s land with a carrying value of P

=12.7 million and continuing suretyship
from MKI and CRU. The bank reserves the right at any time in its sole discretion to require RVC to
submit additional collateral as the case may be acceptable to the bank to secure the facility.
Capitalized borrowing cost amounted to P

=2.9 million and P
=2.5 million as at December 31, 2015 and
2014, respectively.
Notes Facility Agreement with Metropolitan Bank & Trust Company
On March 10, 2014, the Parent Company refinanced, and accordingly prepaid in full, the outstanding
loan and interest from a Notes Facility Agreement with MBTC (Treasury Department), aggregating
=801.1 million. The Group was able to obtain a waiver on the related penalties because of the
P
prepayment.
Interest expense on long-term debt amounted to P=59.2 million and P
=25.3 million in 2015 and 2014,
respectively (P
=48.0 million in 2013).
The loan is presented net of deferred transaction costs. A rollforward analysis of debt issue costs is
shown below:
(In Thousands)
2015 2014
Balance at transaction date/ beginning of year P
=5,085 =19,500
P
Amortization (375) (14,415)
Balance at end of year P
=4,710 =5,085
P
Mortgage Payable
This account represents financing loans from local commercial banks for the acquisition of service
vehicle for managerial and supervisory employees. The loans bear annual interest rates ranging
from and 15% to 17% in 2015, 2014 and 2013 and are payable in 24 to 36 equal monthly
installments from the date of the loan. The above loans are collateralized by a chattel mortgage on
the Group’s transportation equipment with a carrying amount of P =10.8 million and P
=12.4 million as
at December 31, 2015 and 2014, respectively (see Note 11).
(In Thousands)
2015 2014
Current portion P
=4,165 =8,165
P
Noncurrent portion 1,000 –
P
=3,165 =8,165
P
Interest expense on mortgage payables amounted to P

=0.3 million and P
=0.5 million in 2015 and 2014,
respectively (P
=2.0 million in 2013).

- 47 -
17. Equity
Capital Stock
The movements of the Parent Company’s capital stock as at December 31, 2015 and 2014 follow:
2015 2014
Amount Amount
No. of Shares (In Thousands) No. of shares (In Thousands)
Authorized capital stock - P
=1 par 1,400,000,000 P
=1,400,000 1,400,000,000 =1,400,000
P
Issued and outstanding

Balance at beginning of year 1,087,082,022 1,087,082 237,795,455 237,795
Conversion of notes to equity – – 21,415,385 21,416
Stock dividends – – 259,210,840 259,211
Issuance – – 568,660,342 568,660
Balance at end of year 1,087,082,022 1,087,082 1,087,082,022 1,087,082
Less shares held by subsidiaries 306,878,044 (2,610,013) 306,878,044 (2,610,013)
780,203,978 (P
=1,522,931) 780,203,978 (P
=1,522,931)
On December 15, 2000, the Parent Company listed with the PSE its common shares, where it offered
188,636,364 shares to the public at the issue price of P
=1.48 per share. Proceeds from these
issuances of new shares amounted to P
=279.2 million.
In January 2014, the Parent Company issued 21,415,385 common shares in exchange for convertible
notes. The excess of the carrying amount of the convertible notes amounting to P =132.3 million over
the par value of the issued shares was recognized as additional paid-in capital.
On July 31, 2014, the SEC approved the application for the increase in authorized capital stock of the
Parent Company from 400,000,000 shares with a par value of P =1.0 a share to 1,400,000,000 shares
with the same par value. On August 8, 2014, the SEC approved the declaration of stock dividends of
259,210,840 shares out of the increase.
On June 30, 2014, the BOD authorized Parent Company’s acquisition of all the issued and
outstanding shares of stock of the 20 Max’s Entities. Included in the Max’s Entities are the 10
companies which previously acquired 89.95% combined stake in the Parent Company and its
subsidiaries. On November 7, 2014, the SEC issued the certificate of approval of the valuation of
approximately P=4.0 billion in exchange for the subscription of 540,491,344 shares of the Parent
Company. The exchange is accounted for as a business combination in accordance with PFRS 3, with
the Parent Company as the acquirer, the 20 Max’s Entities as acquirees, and November 7, 2014 as
the acquisition date (see Note 6).
In December 2014, the Parent Company made a follow-on offering of 28,168,998 new shares and
169,014,100 shares held by subsidiaries to the public. Shares held by subsidiaries pertain to the
shares of 10 Max’s entities. The Parent Company recognized additional paid-in capital related to
new shares amounting to P =471.8 million arising from the excess of the proceeds over par value of
the shares sold. Total cost incurred in the follow-on offering transaction amounted to
=364.3 million. Of the total amount P
P =7.0 million was charged to profit or loss and P
=357.3 million
was recorded as reduction to additional paid-in capital.
The Group has 88 and 82 stockholders as at December 31, 2015 and 2014.

- 48 -
Shares Held By Subsidiaries

Shares held by subsidiaries pertain to Parent Company shares of stock held by 10 Max’s entities
which were acquired on February 24, 2014. As at December 31, 2015 and 2014, shares held by
subsidiaries amounted to P=2,610.0 million.
The movements of the shares held by subsidiaries are as follows (number of shares):
2015 2014
Amount Amount
No. of Shares (In Thousands) No. of shares (In Thousands)
Acquisition of Parent Company
shares by the 10 Max’s
Entities/Balance at beginning
of year 306,878,044 =2,610,013
P 233,160,189 =4,093,766
P
Stock dividend – – 233,160,189 –
Effect of share swap – – 9,571,766 –
Sale on follow-on offering – – (169,014,100) (1,483,753)
Balance at end of year 306,878,044 =2,610,013
P 306,878,044 =2,610,013
P
As discussed in Note 1, 169,014,100 shares held by subsidiaries were sold during the follow-on
offering. Realized gain by these subsidiaries arising from such sale amounting to P =1,204.0 million
pertains to the excess of proceeds over the cost of the investments and direct transaction costs.
Certain subsidiaries which owned shares of other Max’s Entities exchanged such shares with MGI
shares resulting to gain of P =103.5 million. The net gains on sale and exchange were eliminated in
the preparation of consolidated financial statements and recognized as additional paid-in capital
under equity in the consolidated statements of financial position.
Retained Earnings
Following are the cash dividends declared and paid by the Parent Company:
Amount Dividend
Dividend Type Date of Declaration Date of Record Date Paid (In Thousands) per Share
Cash June 28, 2013 July 12, 2013 July 31, 2013 P
=45,110 P
=0.19
Cash February 22, 2013 March 11, 2013 March 29, 2013 23,946 0.10
On June 12, 2014, the Parent Company declared 100% stock dividend aggregating 259,210,840
common shares at par value.
On March 14, 2016, the Parent Company declared cash dividends amounting to P =125.3 million for
stockholders of record as at March 30, 2016. The cash dividends shall be payable on April 13, 2016.

- 49 -
18. Related Party Disclosures
The Group has transactions within and among the consolidated entities and other related parties.
Transactions between members of the Group and the related balances are eliminated at
consolidation and are no longer included in the following disclosures.
(i) The Group has the following transactions with related parties:
(In Thousands)
Outstanding
Classification Year Transactions Balance Terms Condition
Retirement
Retirement Plan fund 2015 P
=– P
=298,714 On demand Unsecured
2014 304,928 304,928 On demand Unsecured
Stockholders Receivable 2015 P
=81,808 P
=81,808 On demand Unsecured
2014 99,869 99,869 On demand Unsecured
Shares held by the Retirement Plan pertain to own equity instruments held by the retirement
fund of the 10 Max’s Entities.
(ii) Compensation of key management personnel are as follows:

(In Thousands)
2015 2014 2013
Salaries and other employee benefits
and post-employment benefits P
=81,431 =8,251
P =35,231
P
19. Cost of Sales

(In Thousands)
Note 2015 2014 2013
Food and beverage 9 P
=3,434,660 =1,672,205
P =P1,247,687
Salaries and wages 21 1,398,641 645,122 477,037
Rentals 26 1,063,460 509,796 360,338
Light and water 464,221 215,256 193,392
Supplies used 209,538 149,243 127,374
Employee’s benefits 21 114,779 92,277 79,081
Royalties 26 112,004 15,825 –
Fuel and oil 95,527 99,404 83,558
Repairs and maintenance 68,454 17,378 50,772
Transportation and travel 64,305 80,940 52,531
Taxes and licenses 59,012 52,887 47,962
Supplies and equipment sold 9 56,446 42,946 65,265
Security services 56,066 46,198 31,289
Communications 20,853 9,746 12,498
Dues and subscription 6,250 12,637 16,328
Insurance 5,330 2,553 2,780
Amortization of intangible assets 21 2,725 1,959 3,330
Others 84,914 55,992 37,434
P
=7,563,158 =3,946,491
P =3,067,219
P

- 50 -
20. General and Administrative Expenses
(In Thousands)
Note 2015 2014 2013
Salaries and wages 21 P
=443,416 =116,034
P =152,833
P
Professional fees and other outside services 155,638 49,693 19,623
Employee’s benefits 21 142,204 84,806 64,682
Taxes and licenses 139,054 30,767 4,392
Transportation and travel 136,919 47,855 18,357
Rentals 26 102,803 35,563 56,811
Repairs and maintenance 66,791 43,848 9,087
Light and water 61,610 41,811 16,453
Spoilage and wastages 59,507 14,468 –
Amortization of intangibles 21 49,890 37,827 32,939
Communications 41,251 16,036 4,463
Supplies 39,167 19,529 14,680
Input VAT on exempt sales 31,968 16,296 –
Representation and entertainment 18,561 13,041 6,757
Provision for impairment losses 21 17,895 5,103 4
Credit card charges 8,809 9,830 6,726
Insurance 8,077 4,622 1,213
Share listing related expenses – 6,958 –
Others 103,132 95,568 3,192
P
=1,694,022 =712,683
P =436,762
P
Others consist of subscription, research and development and other fees.
21. Nature of Expenses
Depreciation and amortization included in the consolidated statements of income are as follows:
(In Thousands)
Note 2015 2014 2013
Included in Costs of Sales: 19
Depreciation and amortization P
=245,973 =224,127
P =178,563
P
Amortization of intangible assets 2,725 1,959 3,330
Included in General and Administrative
Expenses: 20
Depreciation and amortization 67,330 23,028 24,550
Amortization of intangible assets 49,890 37,827 32,939
Included in corporate reorganization costs: 6
Depreciation and amortization – 24,789 –
P
=365,918 =311,730
P =239,382
P

- 51 -
Personnel costs included in the consolidated statements of income are as follows:
(In Thousands)
Note 2015 2014 2013
Included in Costs of Sales: 19
Salaries and wages P
=1,398,641 =645,122
P =477,037
P
Employees’ benefits 114,779 92,277 79,081
Included in General and 20
Administrative Expenses:
Salaries and wages 443,416 116,034 152,833
Employees’ benefits 142,204 84,806 64,682
P
=2,099,040 =938,239
P =773,633
P
Provision for impairment losses included in the consolidated statements of income is as follows:
(In Thousands)
Note 2015 2014 2013
Included in General and 20 P
=17,895 =5,103
P =4
P
Administrative Expenses:
Included in corporate reorganization
costs 6 – 145,507 –
P
=17,895 =P150,610 =P4
22. Retirement Benefits
The Group has a funded defined benefit pension plan covering substantially all of its qualified
employees.
The following tables summarize the net retirement benefit cost recognized in the consolidated
statements of income and the funded status and the amounts recognized in the consolidated
statements of financial position and other information about the plan based on the latest actuarial
valuation as at December 31, 2015.
Components of retirement benefit costs recognized in the consolidated statements of income are as
follows:
(In Thousands)
2015 2014 2013
Current service costs P
=36,812 =24,213
P =18,958
P
Net interest costs (16,334) 3,558 3,382
Past service cost - curtailment (19,529) (5,487) –
Settlement – (929) –
P
=949 =21,355
P =22,340
P
Retirement benefit costs are included under employees’ benefits in the “General and administrative
expense” account in the consolidated statements of income.

- 52 -
Remeasurement effects recognized in the consolidated statements of comprehensive income are as

follows:
(In Thousands)
2015 2014 2013
Actuarial gains (losses) due to:
Return on assets excluding amount included
in net interest cost (P
=211,242) (P
=66,469) (P
=595)
Changes in the effect of asset ceiling 105,041 – –
Experience adjustments (22,104) 10,113 19,599
Changes in financial assumptions 16,041 112,988 (3,310)
Demographic assumptions – (336) –
(P
=112,264) =56,296
P =15,694
P
Components of net retirement plan assets recognized in the consolidated statements of financial
position are as follows:
(In Thousands)
2015 2014 2013
Fair value of plan assets P
=875,127 =1,094,743
P =19,196
P
Effect of asset ceiling (306,473) (411,514) –
Present value of defined benefit obligation (178,932) (221,076) (14,136)
P
=389,722 =462,153
P =5,060
P
Components of net retirement liabilities recognized in the consolidated statements of financial

position are as follows:
(In Thousands)
2015 2014 2013
Present value of defined benefit obligation P
=183,437 =145,574
P =101,961
P
Fair value of plan assets (42,768) (43,687) (38,990)
P
=140,669 =101,887
P =62,971
P
Changes in the present value of the defined benefit obligation are as follows:
(In Thousands)
2015 2014 2013
=366,650 =116,097
P =113,101
P
Effect of business combination – 349,124 –
Retirement benefit costs in consolidated
statements of income:
Current service costs 36,812 24,213 18,958
Interest costs 10,702 9,006 6,931
Past service cost - curtailment (19,529) (5,487) –
27,985 27,732 25,889
Remeasurement in other comprehensive
income:
Actuarial loss (gain) due to experience
adjustments 22,104 (10,113) (19,599)
(Forward)

- 53 -
(In Thousands)
2015 2014 2013
Actuarial loss (gain) due to changes in
financial assumptions (P
=16,041) (P
=112,988) =3,310
P
Actuarial loss due to changes in
demographic assumptions – 336 –
6,063 (122,765) (16,289)
Benefits paid (38,329) (3,538) (6,604)
Balances at end of year P
=362,369 =366,650
P =116,097
P
Changes in the fair value of plan assets are as follows:
(In Thousands)
2015 2014 2013
=1,138,430 =58,186
P =57,836
P
Effect of business combination – 1,142,803 –
Interest income 27,036 5,448 3,549
Actual contributions 2,000 2,000 4,000
Benefits paid (38,329) (3,538) (6,604)
Actual return excluding amount included
in net interest cost (211,242) (66,469) (595)
Balances at end of year P
=917,895 =1,138,430
P =58,186
P
Effect of business combination pertains to asset and liabilities acquired as a result of business
combination (see Note 6).
The Plan is being administered and managed by a Trustee bank. The Trustee is responsible for the
management, investment and reinvestment of the plan assets in accordance with the powers
granted.
The plan assets consist of the following:
• Investments in securities which include shares of the Parent Company, security bonds from
Bangko Sentral ng Pilipinas and other equity securities and debt instruments;
• Cash in bank which includes regular savings and time deposits; and
• Interest receivables from investment securities.
The major categories of plan assets as a percentage of the fair value of total plan assets are as
follows:
(In Thousands)
2015 2014 2013
Investment securities 97.3% 92.8% 92.8%
Cash in bank 1.8% 5.9% 5.9%
Receivables 0.8% 1.3% 1.3%
100% 100% 100%
The fair value of plan assets is equal to its carrying amount.

- 54 -
The overall expected rate of return on plan assets is determined based on the market prices
prevailing on that date, applicable to the period over which the obligation is to be settled.
The principal assumptions used in determining the defined benefit obligation are as follows:
2015 2014 2013

Discount rate 4.5%-5.0% 4.5%-5.0% 5.9%-6.2%
Salary increase rate 7.0% and 8.0% 7.0% and 8.0% 5.0% and 8.0%
The sensitivity analysis below is based on reasonably possible changes of each significant
assumption on the defined benefit obligation as at December 31, assuming all other assumptions
were held constant:
(In Thousands)
Increase (decrease)
in basic points 2015 2014
Discount rate 100 (P
=22,582) (P
=14,997)
(100) 7,147 28,737
Future salary increases 100 14,623 27,569
(100) (15,107) (14,541)
The Group’s retirement plan is funded by the Parent Company and its subsidiaries. There is no
current plan to provide additional contribution to the retirement fund in 2015.
Maturity profile of the undiscounted benefit payments follows:
(In Thousands)
Plan Year Expected benefit payment
Less than one year =3,323
P
More than one year to five years 9,403
More than five years to 10 years 96,179
More than 10 years to 15 years 162,692
More than 15 years to 20 years 169,786
More than 20 years 1,707,563
The average duration of the defined benefit obligation is 9.3, 11.1 and 25.31 years as at
December 31, 2015, 2014 and 2013, respectively.
23. Other Income
This account consists of the following:

(In Thousands)
Note 2015 2014 2013
Fair value adjustment on acquisition
of a subsidiary 6 P
=48,250 =P– =P–
Impairment of goodwill 12 (31,231) – –
Rental income 26 17,054 20,735 21,527
Interest income 1,905 1,297 1,069
Gain on disposal of subsidiaries 7 – 13,001 –
Others 43,464 27,559 8,289
P
=79,442 =62,592
P =30,885
P

- 55 -
Others consist mainly of call center charges, sale of scrap materials and gain from sale of property
and equipment.
As discussed in Note 17 to the consolidated financial statements, the net gains were eliminated in
the preparation of consolidated financial statements and recognized as additional paid-in capital
under equity.
24. Income Taxes
The current provision for income tax represents the Parent Company’s and certain subsidiaries’
regular income tax and MCIT. Final tax represents the Parent Company’s and certain subsidiaries’
final tax on interest income and franchise and royalty fees.
The reconciliation of the provision for income tax computed at the statutory income tax rate to the
provision for income taxes shown in the consolidated statements of comprehensive income follows:
2015 2014 2013

Provision for (benefit from) income tax
computed at the statutory income tax rate 30.0% 30.0% 30.0%
Tax effects of:
Income subjected to final tax 3.7% 0.6% (11.8%)
Expired NOLCO and MCIT 2.9% (8.0%) 8.3%
Gain on bargain purchase (1.9%) – –
Impairment of goodwill 1.2% – –
Change in unrecognized deferred tax
assets and others (1.1%) (15.1%) 16.2%
Nondeductible expenses 0.3% (3.4%) 1.7%
Difference between OSD and itemized
deductions (0.1%) 2.0% –
35.0% 6.1% 44.4%
The components of the Group’s recognized deferred tax assets and liabilities represent the tax
effects of the following temporary differences:
(In Thousands)
2015 2014 - As restated (see Note 6)
Net Deferred Net Deferred Net Deferred Net Deferred
Tax Assets Tax Liabilities Tax Assets Tax Liabilities
Deferred tax assets on:
NOLCO P
=73,931 P
=– =95,476
P =1,331
P
Allowance for impairment losses 62,199 2,861 52,726 995
Net retirement liabilities 35,148 63,763 16,760 120,537
Accrued rent payable 11,913 5,973 8,880 2,303
Excess MCIT 10,672 – 17,890 2,633
Others 11,279 7,006 4,873 888
205,142 79,603 196,605 128,687
(Forward)

- 56 -
(In Thousands)
2015 2014 - As restated (see Note 6)
Net Deferred Net Deferred Net Deferred Net Deferred
Tax Assets Tax Liabilities Tax Assets Tax Liabilities
Deferred tax liabilities on:
Fair value adjustment of identifiable
net assets P
=– (P
=958,454) =–
P (P
=923,043)
Retirement benefit assets (13,628) (89,535) – (113,655)
Unamortized debt issue costs (809) (389) – (502)
Others (965) (664) – (646)
(15,402) (1,049,042) – (1,037,846)
Net deferred tax assets (liabilities) P
=189,740 (P
=969,439) =196,605
P (P
=909,159)
No deferred income tax assets were recognized for the following temporary differences, unused tax
credits from excess MCIT and unused NOLCO of certain subsidiaries as it is not probable that
sufficient taxable profit will be available to allow the benefit of the deferred income tax assets to be
utilized in the future.
(In Thousands)
2015 2014
NOLCO P
=87,383 =119,844
P
Accrued retirement liability 906 540
Excess MCIT 1,057 3,928
Accrued rent payable 834 50
Allowance for impairment losses 1,297 1,673
P
=91,477 =126,035
P
As at December 31, 2015, the details of the Group’s NOLCO that can be claimed as deduction from
future taxable profit during the stated validity are as follows:
(In Thousands)
Year Incurred Amount Applied Expired Balance Expiry Date
2015 =99,329
P =1,255
P =–
P =98,074
P 2018
2014 304,055 36,464 – 267,591 2017
2013 248,799 29,559 13,765 205,475 2016
2012 137,693 49,940 87,753 – 2015
=789,876
P =117,218
P =101,518
P =571,140
P
Details of MCIT are as follows:
(In Thousands)
Year Incurred Amount Applied Expired Balance Expiry Date
2015 =4,890
P =3,986
P =–
P =904
P 2018
2014 26,456 22,878 – 3,578 2017
2013 7,240 5,699 – 1,541 2016
2012 7,634 5,315 2,319 – 2015
=46,220
P =37,878
P =2,319
P =6,023
P

- 57 -
25. Earnings Per Share
Basic/diluted earnings (loss) per share are computed as follows:
2015 2014 2013

Net income (loss) attributable to the equity holders
of the Parent Company: P
=507,841 (P
=28,366) =105,598
P
Divide by weighted average number of common
shares 780,203,974 557,920,032 497,006,295
Basic earnings (loss) per share 0.65 (0.05) 0.21
Net income (loss) attributable to common equity
holders of the Parent Company adjusted for the
effect of convertible notes:
Net income attributable to common equity
holders of the Parent Company: 507,841 (28,366) 105,598
Interest on convertible notes - net of tax – – 1,137
507,841 (28,366) 106,735
Divide by weighted average number of common
shares adjusted for the effect of dilution:
Weighted average number of common shares P
=780,203,974 =557,920,032
P =497,006,295
P
Effect of conversion of convertible notes – – 21,415,385
780,203,974 557,920,032 518,421,680
Diluted earnings (loss) per share P
=0.65 (P
=0.05) =0.21
P
There have been no transactions involving common shares or potential common shares that
occurred subsequent to the reporting date.
26. Significant Contracts and Agreements
Franchise Agreements
The Group as Franchisor
The Group has granted its franchisees the right to adopt and use the restaurant system of several
brands in restaurant operations for a period and under the terms and conditions specified in the
franchise agreements. The agreements provide for an initial franchise fee payable upon execution
of the agreement and monthly royalty fees.
The following table presents the royalty fee rates and the aggregate amounts of royalty fees
recognized in each brand:
Royalty Fee Rates* 2015 2014 2013

Max’s 5% P
=154.6 million =28.5 million
P =–
P
Pancake House 9% 79.3 million 75.8 million 86.3 million
Teriyaki Boy 10% 16.9 million 14.3 million 17.8 million
Dencio’s 8%-9% 15.2 million 22.8 million 21.4 million
Yellow Cab 3%-6% 23.8 million 15.0 million 19.4 million
*As a percentage of Net Sales of franchised store outlets

- 58 -
The Group as Franchisee
A. Krispy Kreme Brand
Development Agreement
On April 26, 2006, TRADCI was granted the exclusive right to develop a system for the operation
of the store facilities called “Krispy Kreme Stores” that offer and serve a variety of doughnuts
and certain other quality food products under the trademark and service mark “Krispy Kreme”
within defined geographic areas.
As prescribed by the development agreement, TRADCI agrees to have the agreed number of
Krispy Kreme Stores opening in the Development Area within the required time period.
Franchise Agreement
In relation to the foregoing DA, TRADCI was granted the franchise to (a) develop and operate
the Krispy Kreme Stores; (b) to use specific operating methods of the Krispy Kreme including,
but not limited to, menus, service styles, signs, equipment, theming, layouts, advertising
standards and recipes, and display certain trademarks, service marks, trade names, trade dress,
logos and art works embodying, expressing characters, characterizations, designs and visual
representations (the Trademarks) that were developed and are used in connection with the
Krispy Kreme stores; and (c) to use and exploit the Trademarks on a non-exclusive basis, in
connection with the sale of certain articles of merchandise solely at the stores.
In connection with the agreement, TRADCI was granted the right to use the Krispy Kreme system
for the term of fifteen (15) years. In relation to this, TRADCI agreed to pay royalty based on a
certain percentage of gross revenue. Moreover, TRADCI is obliged to contribute to the “Brand
Fund” for a certain percentage of the gross sales. This brand fund was established for the
advertising, promotional, marketing and public relations programs and materials. In 2015,
TRADCI extended its franchise agreement for another five years.
B. Jamba Juice Brand
On April 18, 2011, FHJBI entered into a Franchise Agreement with Jamba Juice Company
(the “Franchisor”), a company based in the United States of America for a period of ten years,
renewable for two successive ten-year periods. Under the Franchise, the Franchisor grants to
FHJBI the exclusive right to use the system and proprietary marks to establish and operate
stores in the Philippines and to sublicense to others the right to use the system and the
proprietary marks to establish and operate stores in the territory under the Subfranchise
Agreements. The Franchise is renewable subject to a condition that the Company must have
developed a minimum of thirty-six stores open and operating during the initial term, as defined.
As provided for in the Master Development Agreement, FHJBI shall pay to the Franchisor a
development fee amounting to P = 6.6 million (US$150,000) as consideration for expenses
previously incurred by the Franchisor in connection with the agreement and consultancy fees
amounting to P =6.6 million (US$150,000) for preliminary and continuing consulting services, as
defined. The aforementioned fees are non-refundable upon payment. In addition, the Company
shall pay P
=0.4 million (US$10,000) as initial franchise fee and a royalty fee equal to 5.5% of net
sales every accounting period.

- 59 -
Operating Lease Agreements
Group as Lessee. The Group leases its restaurant and commissary premises and offices it occupies
with various lessors for periods ranging from one (1) to 15 years, renewable upon mutual
agreement between the Group and its lessors. The lease agreements provide for a fixed rental
and/or a monthly rental based on a certain percentage of actual sales or minimum monthly gross
sales.
Security deposits on lease contracts amounted to P = 374.5 million and P = 320.6 million as at
December 31, 2015 and 2014, respectively, and are equivalent to one to three months rental.
Rental expense charged to costs of sales and general and administrative expenses totaled
P =545.4 million in 2015 and 2014, respectively (P =417.1 million) (see Notes 18
and 19). Accrued rent payable amounted to P =34.0 million and P =37.3 million as at December 31,
2015 and 2014, respectively, which represents the straight-line adjustment on rent.
The future minimum rentals payable under these operating leases are as follows:
(In Thousands)
2015 2014 2013
Within one year P
=333,575 =144,999
P =P155,716
More than one year bus less than five years 452,471 269,462 273,699
More than five years 94,261 65,837 28,390
P
=880,307 =480,298
P =457,805
P
Group as Lessor. The Parent Company and YCFC entered into sublease agreements with third
parties for periods ranging from one to 10 years, renewable upon mutual agreement between the
Parent Company/YCFC and its lessees. The lease agreements provide for a fixed monthly rental or
monthly rentals subject to an annual escalation rate of 5% beginning on the second year from the
start of the lease period. Rental income attributable to the Group amounted to P =17.1 million and
=20.7 million in 2015 and 2014, respectively (P
P =21.5 million in 2013) (see Note 23). Rent receivable
arising from straight-line adjustment amounted to P=0.3 million and P
=1.1 million as at December 31,
2015 and 2014.
27. Financial Instruments
Financial Risk Management Objectives and Policies

The Group’s financial instruments consist of cash, trade and other receivables, noncurrent
receivables (included under “Other noncurrent assets”), trade and other payables, loans payable,
mortgage payable, debt component of convertible notes and long-term debt.
The BOD is mainly responsible for the overall risk management approach and for the approval of risk
strategies and principles of the Group. It also has the overall responsibility for the development of
risk strategies, principles, frameworks, policies and limits. It establishes a forum for discussion of
the Group’s approach to risk issues in order to make relevant decisions.
The main risks arising from the use of financial instruments are liquidity risk, credit risk, foreign
currency risk and interest rate risk. The BOD reviews and approves the policies for managing each
of these risks which are summarized below.

- 60 -
Liquidity Risk. Liquidity risk is the risk that the Group will not be able to meet its financial obligations
as they fall due. The Group’s objectives to managing liquidity risk is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking adverse effect to the Group’s
credit standing.
The Group seeks to manage its liquid funds through cash planning on a weekly basis. The Group
uses historical figures and experiences and forecasts from its collections and disbursements. As part
of its liquidity risk management, the Group regularly evaluates its projected and actual cash flows. It
also continuously assesses conditions in the financial markets for opportunities to pursue fund
raising activities.
The Group’s objective is to maintain a balance between continuity of funding and flexibility through
the use of bank loans, loans from related parties, convertible notes and other long-term debts. The
Group considers its available funds and its liquidity in managing its long-term financial requirements.
It matches its projected cash flows to the projected amortization of convertible notes. For its short-
term funding, the Group’s policy is to ensure that there are sufficient operating inflows to match
repayments of loans payable.
As at December 31, 2015 and 2014, the financial assets held by the Group for liquidity purposes
consist of cash and trade and other receivables.
The table below summarizes the maturity profile of the Group’s financial liabilities as at
December 31, 2015 and 2014 based on contractual undiscounted payments.
(In Thousands)
2015
Less than
On demand 3 months 3 to 12 months 1 to 5 years Total
Trade and other payables* P
=646,836 P
=990,045 P
=198,424 P
=– P
=1,835,305
Loans payable 43,000 1,609,096 11,250 – 1,663,346
Mortgage payable – – 3,165 1,000 4,165
Long-term debt – – 462,814 1,583,165 2,045,979
Others – – – 3,185 3,185
P
=689,836 P
=2,599,141 P
=675,653 P
=1,587,350 P
=5,551,980
*Excluding statutory liabilities.
(In Thousands)
2014
Less than
On demand 3 months 3 to 12 months 1 to 5 years Total
Trade and other payables* P
=813,544 P
=942,702 P=306,352 P
=– P
=2,062,598
Loans payable – – 2,085,486 – 2,085,486
Mortgage payable – – – 8,165 8,165
Long-term debt – – 73,679 1,212,790 1,286,469
Others – – – 14,879 14,879
813,544 942,702 2,465,517 1,235,834 P
=5,457,597
*Excluding statutory liabilities.
Credit Risk. Credit risk is the risk of financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations.

- 61 -
Concentrations arise when a number of counterparties are engaged in similar business activities, or
activities in the same geographic region, or have similar economic features that would cause their
ability to meet contractual obligations to be similarly affected by changes in economic, political or
other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to
developments affecting a particular industry.
The Group has no significant concentrations of credit risk with any single counterparty or group of
counterparties having similar characteristics. Since the Group trades only on a cash or credit card
basis and with recognized third parties, there is no requirement for collateral. It is the Group’s
policy that all customers who wish to trade on credit terms are subject to credit verification
procedures. In addition, receivable balances are monitored on an ongoing basis with the result that
Group’s exposure to bad debts is not significant.
The Group’s exposure to credit risk on trade and other receivables arise from default of the
counterparty, with a maximum exposure equal to the carrying amounts of these receivables. Credit
risk from cash is mitigated by transacting only with reputable banks duly approved by management.
The tables below summarize the aging analysis of the Group’s financial assets:
(In Thousands)
2015
Neither Past Impaired
Due nor Past due but not Impaired Financial
Total Impaired 30 days 30-60 days 60-90 days Over 90 days Assets
Cash with banks P
=779,604 P
=779,604 P
=– P=– P
=– P
=– P
=–
Trade and other receivables:
Trade 401,702 99,288 5,757 71,225 16,579 24,343 184,510
Due from related parties 81,808 – – – – 81,808 –
Royalties 32,035 27,246 155 365 1,209 2,873 187
Officers and employees 52,543 20,960 2,335 4,198 9,349 14,769 932
Credit card receivable 8,131 8,131 – – – – –
Receivable from sale of asset
group 52,922 – – – – 52,922 –
Receivable from franchisees 37,700 6,058 9,999 2,661 1,110 17,464 408
Receivables from sale of property
and equipment 2,544 2,544 – – – – –
Other receivables 61,449 44,156 2,441 3,052 3,662 252 7,886
Receivable from disposal
of interest 143,571 – – – – 143,571 –
Noncurrent receivables 5,246 5,246 – – – – –
P
=1,659,255 P
=993,233 P
=20,687 P
=81,501 P
=31,909 P
=338,002 P
=193,923
(In Thousands)
2014
Neither Past Impaired
Due nor Past due but not Impaired Financial
Total Impaired 30 days 30-60 days 60-90 days Over 90 days Assets
Cash with banks =848,497
P =848,497
P =–
P =–
P =–
P =–
P =–
P
Trade and other receivables:
Trade 582,845 237,810 47,635 12,745 14,623 98,701 171,331
Royalties 33,619 16,313 3,714 3,869 3,177 6,359 187
Officers and employees 45,167 29,792 932 1,589 4,234 7,688 932
Credit card receivable 11,885 11,885 – – – – –
Receivable from sale of
asset group 52,922 – – – – 52,922 –
Receivable from franchisees 73,946 35,882 8,170 8,511 6,988 13,987 408
Other receivables 57,919 25,280 4,078 3,752 5,570 11,353 7,886
Receivable from disposal of
interest 143,571 – – – – 143,571 –
Noncurrent receivables 163 163 – – – – –
=1,850,534
P =1,205,622
P =64,529
P =30,466
P =34,592
P =334,581
P =180,744
P

- 62 -
The Group has assessed the credit quality of its financial assets as follows:
• Cash is deposited in reputable banks, which have a low probability of insolvency;
• Trade and royalty receivables are generally settled on due dates based on historical experience;
• Advances to officers and employees are either collected through salary deduction or secured by
cash bonds;
• Other receivables are generally settled several days after due date; and
• Noncurrent receivables are settled based on the contractual payments received on a monthly
basis.
Foreign Currency Risk. The Group’s policy is to maintain foreign currency exposure within
acceptable limits and within existing regulatory guidelines. The Group believes that its profile of
foreign currency exposure on its assets and liabilities is within conservative limits based on the type
of business and industry in which the Group is engaged. The Group’s exposure to foreign currency
exchange risk as at December 31, 2014 and 2013 pertains to the financial position and performance
of PHII and PHIM which were presented in $ and Malaysian Ringgit (MYR), respectively.
The Group’s $-denominated and MYR-denominated financial assets and liabilities as at

December 31, 2015 and 2014 are considered immaterial in relation to the consolidated financial
statements. Thus, management believes that the Group’s exposure to foreign currency risk is
insignificant.
Interest Rate Risk. The Group’s exposure to market risk for changes in interest rates relates
primarily to its loans payable, long-term debt and mortgage payable. To manage this risk, the Group
determine the mix of its debt portfolio as a function of the level of current interest rates, the
required tenor of the loan and the general use of the proceeds of its fund raising activities.
The following table demonstrates the sensitivity to a reasonable possible change in interest rates,
with all other variables held constant, of the Group’s income before tax:
Increase (decrease) in Effect on income before tax

basis points (In Thousands)
December 31, 2015 +43 (P

=5,414)
-43 5,414
December 31, 2014 +50 (16,901)

-50 16,901
Fair Value Information and Categories of Financial Instruments

The carrying values and fair values of the Group’s financial assets and liabilities as at December 31,
2015 and 2014 approximate their fair values.
The following methods and assumptions were used to estimate the fair value of each class of
financial instrument for which it is practicable to estimate such value.
Cash in Bank and Equivalents, Trade and Other Receivables, Trade and Other Payables, Loans
Payable and Mortgage Payable. The carrying amounts of cash in bank and equivalents, trade and
other receivables and trade and other payables, loans payable and mortgage payable approximate
their fair values due to their short-term maturities.

- 63 -
Noncurrent Receivables. The fair value of noncurrent receivables is based on the discounted value
of future cash flows using the applicable risk-free rates for similar types of accounts adjusted for
credit risk.
Long-term Debt. The fair value of the long-term debt is based on the discounted value of future
cash flows using the applicable rate of 3.78% in 2015 and 2014.
28. Capital Management
The Group considers the equity attributable to the Parent Company presented in the consolidated
statements of financial position as its capital. The primary objective of the Group’s capital
management is to ensure that it maintains a strong credit rating and healthy capital ratios in order
to support its business and maximize shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend
payment to shareholders, return capital to stockholders or issue new shares. No changes were
made in the objectives, policies or processes in 2015 and 2014.
The Group monitors capital using the debt-to-equity ratio, which is total liabilities (excluding equity
in net loss over cost of investment in joint venture) divided by the total equity. The Group’s policy is
to maintain debt-to-equity ratio at a level not greater than 2:1, in order to comply with the
restrictive loan covenants of the banks (see Note 16). The Group determines total debt as the sum
of its liabilities.
Debt-to-equity ratios of the Group are as follows:
(In Thousands)
2015 2014
Total liabilities P
=6,864,666 =6,674,191
P
Divide by total equity 4,451,566 4,032,871
Debt-to-equity ratio 1.54 1.65
29. Operating Segment Information
For management purposes, the Group is organized into operating segments based on trade names.
However, due to the similarity in the economic characteristics, such segments have been aggregated
into a single operating segment for external reporting purposes (see Note 7).
Restaurant sales, commissary sales and franchise and royalty fees reflected in the consolidated
statement of income are mainly from external customers and franchisees within the Philippines,
which is the Group’s domicile and primary place of operations. Additionally, the Group’s noncurrent
assets are also primarily acquired, located and used within the Philippines.
Restaurant sales are attributable to revenues from the general public, which are generated through
the Group’s store outlets. Commissary sales and franchise and royalty fees are derived from various
franchisees of the Group’s trade names. Consequently, the Group has no concentrations of
revenues from a single customer or franchisee in 2015, 2014 and 2013.

- 64 -
The Group’s international operations of the Max’s brand (through Alphamax and eMax) and
Pancake House brand (through PHII) are considered to be immaterial in relation to the consolidated
financial statements. Total assets and revenues are 1.55% and 1.12% in 2015 and 0.94% and 0.42%
in 2014, respectively, of the consolidated assets and revenues of the Group.
30. Events After Reporting Period
Dividend Declaration
On March 14, 2016, the Parent Company declared cash dividends amounting to P =125.3 million for
stockholders of record as at March 30, 2016. The cash dividends shall be payable on April 13, 2016.
31. Other Matters
Contingencies
The Group is involved in litigations, claims and disputes which are normal to its business.
Management believes that the ultimate liability, if any, with respect to these litigations, claims and
disputes will not materially affect the financial position and financial performance of the Group.
The Parent Company and PHVI were named defendants in a civil case filed in October 2002 by
Kenmor for the collection of a sum of money and damages.
On September 20, 2013, the Parent Company, PHVI and Kenmor Corporation have agreed to
amicably settle the case. On the same date, the Parent Company paid the agreed amount to
Kenmor Corporation to settle all of its claims.

BOA/PRC Accreditation No. 4782 Citibank Tower
December 29, 2015, valid until December 31, 2018 8741 Paseo de Roxas
SEC Accreditation No. 0207-FR-1 (Group A) Makati City 1226 Philippines
September 6, 2013, valid until September 5, 2016 Phone : +632 982 9100
Fax : +632 982 9111
Website : www.reyestacandong.com
REPORT OF INDEPENDENT AUDITOR

ON SUPPLEMENTARY SCHEDULES
The Stockholders and the Board of Directors

Max’s Group, Inc.
(formerly Max’s Group, Inc.) and Subsidiaries
Pancake House Center
2259 Pasong Tamo Ext., Makati City
We have audited in accordance with Philippine Standards on Auditing, the consolidated financial statements
of Max’s Group, Inc. Doing business under the names and styles of Pancake House; Maple; Dencio’s; Kabisera
ng Dencio’s; and Singkit (formerly Max’s Group, Inc.) and Subsidiaries (the Group) as at and for the years
ended December 31, 2015 and 2014 included in this Form 17-A and have issued our report thereon dated
March 14, 2016. Our audits were made for the purpose of forming an opinion on the consolidated financial
statements taken as a whole. The accompanying supplementary schedules as at December 31, 2015 are the
responsibility of the Group’s management. These supplementary schedules include the following:
Adoption of Effective Accounting Standards and Interpretations

Financial Ratios
Reconciliation of Retained Earnings Available for Dividend Declaration
Schedules required by Part II of SRC Rule 68, as Amended
These schedules are presented for purposes of complying with Securities Regulation Code Rule 68 Part II, as
amended, and are not part of the consolidated financial statements. This information have been subjected
to the auditing procedures applied in the audit of the consolidated financial statements, including comparing
such information directly to the underlying accounting and other records used to prepare the consolidated
financial statements or to the consolidated financial statements themselves. In our opinion, the information
is fairly stated in all material respect in relation to the consolidated financial statements taken as a whole.
BELINDA B. FERNANDO
Partner
CPA Certificate No. 81207
Tax Identification No. 102-086-538-000
BOA Accreditation No. 4782; Valid until December 31, 2018
SEC Accreditation No. 1022-AR-1 Group A
Valid until October 2, 2016
BIR Accreditation No. 08-005144-4-2013
Valid until November 26, 2016
PTR No. 5321842
Issued January 5, 2016, Makati City
March 14, 2016

Makati City, Metro Manila
Reyes Tacandong & Co. is a member of the RSM network. Each member of the RSM network is an independent accounting and consulting firm, and practices in its own right. The RSM network is
not itself a separate legal entity of any description in any jurisdiction
MAX’S GROUP, INC.
(formerly Max’s Group, Inc.) AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE OF ADOPTION OF
EFFECTIVE ACCOUNTING STANDARDS AND INTERPRETATIONS
DECEMBER 31, 2015
Not Not
Title Adopted
Adopted Applicable
Framework for the Preparation and Presentation of Financial
Statements
Conceptual Framework Phase A: Objectives and qualitative characteristics

PFRSs Practice Statement Management Commentary
Philippine Financial Reporting Standards (PFRSs)
Not Not
PFRS Title Adopted
Adopted Applicable
PFRS 1 First-time Adoption of Philippine Financial Reporting
(Revised) Standards
Amendments to PFRS 1 and PAS 27: Cost of an
Investment in a Subsidiary, Jointly Controlled Entity or
Associate
Amendments to PFRS 1: Additional Exemptions for First-

time Adopters
Amendment to PFRS 1: Limited Exemption from

Comparative PFRS 7 Disclosures for First-time Adopters
Amendments to PFRS 1: Severe Hyperinflation and
Removal of Fixed Date for First-time Adopters
Amendments to PFRS 1: Government Loans

Amendment to PFRS 1: Meaning of effective PFRSs
PFRS 2 Share-based Payment

Amendments to PFRS 2: Vesting Conditions and
Cancellations
Amendments to PFRS 2: Group Cash-settled Share-based

Payment Transactions
PFRS 3
Business Combinations
(Revised)

Not Not
PFRS Title Adopted
Adopted Applicable
PFRS 4 Insurance Contracts
Amendments to PAS 39 and PFRS 4: Financial Guarantee

Contracts
Non-current Assets Held for Sale and Discontinued

PFRS 5
Operations
PFRS 6 Exploration for and Evaluation of Mineral Resources
PFRS 7 Financial Instruments: Disclosures

Amendments to PAS 39 and PFRS 7: Reclassification of
Financial Assets

Financial Assets – Effective Date and Transition
Amendments to PFRS 7: Improving Disclosures about
Financial Instruments
Amendments to PFRS 7: Disclosures – Transfers of

Financial Assets
Amendments to PFRS 7: Disclosures – Offsetting

Financial Assets and Financial Liabilities
Amendments to PFRS 7: Mandatory Effective Date of
PFRS 9 and Transition Disclosures
PFRS 8 Operating Segments
PFRS 9 Financial Instruments
Amendments to PFRS 9: Mandatory Effective Date of

PFRS 9 and Transition Disclosures
PFRS 10 Consolidated Financial Statements
Amendments to PFRS 10: Investment Entities

PFRS 11 Joint Arrangements
PFRS 12 Disclosure of Interests in Other Entities

Amendments to PFRS 12: Investment Entities
PFRS 13 Fair Value Measurement
Amendment to PFRS 13: Short-term receivables and

payables

Philippine Accounting Standards (PASs)
Not Not
PAS Title Adopted
Adopted Applicable
PAS 1
Presentation of Financial Statements
(Revised)
Amendment to PAS 1: Capital Disclosures
Amendments to PAS 32 and PAS 1: Puttable Financial

Instruments and Obligations Arising on Liquidation
Amendments to PAS 1: Presentation of Items of Other
Comprehensive Income
PAS 2 Inventories
PAS 7 Statement of Cash Flows
Accounting Policies, Changes in Accounting Estimates

PAS 8
and Errors
PAS 10 Events after the Reporting Period
PAS 11 Construction Contracts

PAS 12 Income Taxes
Amendment to PAS 12 – Deferred Tax: Recovery of

Underlying Assets
PAS 16 Property, Plant and Equipment
PAS 17 Leases
PAS 18 Revenue
PAS 19
Employee Benefits
(Amended)
Accounting for Government Grants and Disclosure of
PAS 20
Government Assistance
PAS 21 The Effects of Changes in Foreign Exchange Rates

Amendment: Net Investment in a Foreign Operation
PAS 23
Borrowing Costs
(Revised)
PAS 24
Related Party Disclosures
(Revised)
PAS 26 Accounting and Reporting by Retirement Benefit Plans
PAS 27
Separate Financial Statements
(Amended)
Amendments to PAS 27: Investment Entities
PAS 28
Investments in Associates and Joint Ventures
(Amended)

Not Not
PAS Title Adopted
Adopted Applicable
PAS 29 Financial Reporting in Hyperinflationary Economies
PAS 32 Financial Instruments: Disclosure and Presentation
Amendments to PAS 32 and PAS 1: Puttable Financial

Instruments and Obligations Arising on Liquidation
Amendment to PAS 32: Classification of Rights Issues
Amendments to PAS 32: Offsetting Financial Assets and

Financial Liabilities
PAS 33 Earnings per Share
PAS 34 Interim Financial Reporting

PAS 36 Impairment of Assets
Amendments to PAS 36: Recoverable Amount

Disclosures for Non-Financial Assets
PAS 37 Provisions, Contingent Liabilities and Contingent Assets
PAS 38 Intangible Assets

PAS 39 Financial Instruments: Recognition and Measurement
Amendments to PAS 39: Transition and Initial

Recognition of Financial Assets and Financial Liabilities
Amendments to PAS 39: Cash Flow Hedge Accounting of
Forecast Intragroup Transactions
Amendments to PAS 39: The Fair Value Option

Amendments to PAS 39 and PFRS 4: Financial Guarantee
Contracts

Financial Assets

Financial Assets – Effective Date and Transition
Amendments to Philippine Interpretation IFRIC–9 and
PAS 39: Embedded Derivatives
Amendment to PAS 39: Eligible Hedged Items

Amendments to PAS 39: Novation of Derivatives and
Continuation of Hedge Accounting
PAS 40 Investment Property

PAS 41 Agriculture

Philippine Interpretations
Not Not
Interpretations Title Adopted
Adopted Applicable
Changes in Existing Decommissioning, Restoration and

IFRIC 1
Similar Liabilities
Members’ Share in Co-operative Entities and Similar
IFRIC 2
Instruments
Determining Whether an Arrangement Contains a
IFRIC 4
Lease
Rights to Interests arising from Decommissioning,

IFRIC 5
Restoration and Environmental Rehabilitation Funds
Liabilities arising from Participating in a Specific Market
IFRIC 6
– Waste Electrical and Electronic Equipment
Applying the Restatement Approach under PAS 29

IFRIC 7
Financial Reporting in Hyperinflationary Economies
IFRIC 8 Scope of PFRS 2
IFRIC 9 Reassessment of Embedded Derivatives
Amendments to Philippine Interpretation IFRIC–9 and
PAS 39: Embedded Derivatives
IFRIC 10 Interim Financial Reporting and Impairment

IFRIC 12 Service Concession Arrangements
IFRIC 13 Customer Loyalty Programmes

The Limit on a Defined Benefit Asset, Minimum
IFRIC 14
Funding Requirements and their Interaction
Amendments to Philippine Interpretations IFRIC- 14,
Prepayments of a Minimum Funding Requirement
IFRIC 16 Hedges of a Net Investment in a Foreign Operation
IFRIC 17 Distributions of Non-cash Assets to Owners

IFRIC 18 Transfers of Assets from Customers
Extinguishing Financial Liabilities with Equity

IFRIC 19
Instruments
Stripping Costs in the Production Phase of a Surface
IFRIC 20
Mine
IFRIC 21 Levies
SIC-7 Introduction of the Euro

Government Assistance - No Specific Relation to
SIC-10
Operating Activities
Jointly Controlled Entities - Non-Monetary

SIC-13
Contributions by Venturers

Not Not
Interpretations Title Adopted
Adopted Applicable
SIC-15 Operating Leases - Incentives
Income Taxes - Recovery of Revalued Non-Depreciable

SIC-21
Assets
Income Taxes - Changes in the Tax Status of an Entity

SIC-25
or its Shareholders
Evaluating the Substance of Transactions Involving the
SIC-27
Legal Form of a Lease
SIC-29 Service Concession Arrangements: Disclosures
Revenue - Barter Transactions Involving Advertising
SIC-31
Services
SIC-32 Intangible Assets - Web Site Costs

MAX’S GROUP, INC.
FINANCIAL RATIOS
DECEMBER 31, 2015
Below is a schedule showing financial soundness indicators in the years 2015, 2014 and 2013.
2015 2014 2013
Current/Liquidity Ratio 0.53:1 0.54:1 0.52:1

Current assets P
=2,196,921 =P2,361,840 =P951,121
Current liabilities 4,129,676 4,396,729 1,821,800
Solvency Ratio 0.12:1 0.03:1 0.15:1

Net income before depreciation 814,691 204,642 282,386
Total liabilities 6,864,666 6,674,191 1,944,495
Debt-to-equity Ratio 1.54:1 1.65:1 1.90:1

Total liabilities 6,864,666 6,674,191 1,944,495
Total equity 4,451,566 4,032,871 1,025,430
Asset-to-equity Ratio 2.54:1 2.65:1 2.90:1

Total assets 11,316,232 10,707,062 2,969,925
Total equity 4,451,566 4,032,871 1,025,430
Interest rate coverage Ratio 8.72:1 (0.09):1 3.28:1

Pretax income (loss) before interest 871,141 (5,753) 205,113
Interest expense 99,953 64,753 62,580
Profitability Ratio 0.11:1 (0.02):1 0.08:1

Net income (loss) 501,388 (66,204) 79,274
Total equity 4,451,566 4,032,871 1,025,430

MAX’S GROUP, INC.
RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION
DECEMBER 31, 2015
Retained earnings, as adjusted to amount available for

dividend declaration, at beginning of year =P264,712,488
Add: Net income for the year 787,216,547
Movement in deferred tax assets 7,132,055
Impairment loss 6,695,856
Less: Retirement income (2,028,587)
Reversal of accrued rent (85,871)
Retained earnings available for dividend declaration, at end of year P
=1,063,642,488
RECONCILIATION:
Retained earnings at end of year as shown in the financial statements =921,349,377
P
Less: Deferred tax assets as at end of year, recognized through profit or loss (77,153,762)
Add: Allowance for doubtful accounts 174,220,231
Retirement liability, net of actuarial gains and transfers 41,569,106
Accrued rent 3,657,536
Retained earnings available for dividend declaration, at end of year P
=1,063,642,488

MAX’S GROUP, INC.
SEC SUPPLEMENTARY SCHEDULES AS REQUIRED BY PAR. 6 PART II OF
SRC RULE 68 AS AMENDED
DECEMBER 15, 2015
Table of Contents
Schedule Description Page
A Financial Assets 1
B Amounts Receivable from Directors, Officers, Employees, Related Parties,

and Principal Stockholders (Other than Related Parties) 2
C Amounts Receivable from Related Parties which are Eliminated during the
Consolidation of Financial Statements 3
D Intangible Assets - Other Assets 4
E Long-Term Debt 5
F Indebtedness to Related Parties 6
G Guarantees of Securities of Other Issuers N/A
H Capital Stock 7

MAX’S GROUP, INC.
SCHEDULE A - FINANCIAL ASSETS
DECEMBER 31, 2015
Description Carrying Value Fair Value

Cash on hand P
=38,317 P
=38,317
Loans and receivables:
Cash in banks and cash equivalents 779,604 779,604
Trade and other receivables* 536,911 536,911
Receivable from disposal of interest 143,571 143,571
Noncurrent receivables 5,246 5,246
P
=1,503,649 P
=1,503,649
*Net of allowance for impairment losses totaling to P
=193.9 million.

MAX’S GROUP, INC.
SCHEDULE B - AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES and PRINCIPAL STOCKHOLDERS (OTHER
THAN RELATED PARTIES)
DECEMBER 31, 2015
(Amount in Thousands)
Balance at Deductions
beginning Amounts Ending Balance Balance at end
Name and Designation of Debtor of year Additions Write off written off Current Noncurrent of year
Officers and employees =45,167

P =25,762
P (P
=18,386) =–
P =52,543
P =–
P =52,543
P

MAX’S GROUP, INC.
SCHEDULE C - AMOUNTS RECEIVABLE FROM RELATED PARTIES WHICH ARE ELIMINATED DURING THE CONSOLIDATION
OF FINANCIAL STATEMENTS
DECEMBER 31, 2015
Beginning Amounts Ending Balance Balance at end
of year Additions Effect of merger Collections Effect of merger Write off written off Current Noncurrent of year
88 Just Asian, Inc. P
=2,152 P
=– P
=– (P
=1,442) P
=– P
=– P
=– P
=710 P
=– P
=710
Ad Circles, Inc. 34,141 171,637 – (165,986) – – – 39,792 – 39,792
Always Happy BGC, Inc. 4,394 – – (3,464) – – – 930 – 930
Boulangerie Francaise, Inc. 47,703 6,213 – (48,373) – – – 5,543 – 5,543
Chickens R Us, Inc. 84,022 – – – (84,022) – – – – –
CRPPhilippines, Inc. 40 – – – – – – 40 – 40
DFSI-One Nakpil, Inc. 2,742 2,083 – (3,491) – – – 1,334 – 1,334
Fresh Healthy Juice Boosters, Inc. – 6,802 – (1,142) – – – 5,660 – 5,660
Global Max’s Services Pte. Ltd. 7,574 166,300 – (41,828) – – – 132,046 – 132,046
Golden BERRD Grill, Inc. 454 – – – – – – 454 – 454
Max’s Bakeshop, Inc. 167,773 48,518 – (3,629) – – – 212,662 – 212,662
Max’s Circle, Inc. 7,870 – – – (7,870) – – – – –
Max’s Ermita Inc. 77,605 – – – (77,605) – – – – –
Max’s Express Restaurants, Inc. 3,620 – – – (3,620) – – – – –
Max’s Food Services, Inc. 54 – – – (54) – – – – –
Max’s Franchising, Inc. 10,237 – – – (10,237) – – – – –
Max’s Kitchen, Inc. 125,704 458,435 417,252 (728,225) – – – 273,166 – 273,166
Max’s Makati, Inc. 147,964 – – – (147,964) – – – – –
Max’s SM Marikina, Inc. 2,962 – – – (2,962) – – – – –
MGOC Holdings, Inc. 8,677 – – (8,672) – – – 5 – 5
No Bia, Inc. 58,585 499,913 – (454,810) – – – 103,688 – 103,688
Pancake House Products, Inc. 98 – – (73) – – – 25 – 25
Pancake House Ventures, Inc. 443 – – (443) – – – – – –
PCK Bel-Air, Inc. 7,401 708 – (4,576) – – – 3,533 – 3,533
(Forward)

Beginning Amounts Ending Balance Balance at end
of year Additions Effect of merger Collections Effect of merger Write off written off Current Noncurrent of year
PCK Boracay, Inc. 720 1,307 – (783) – – – 1,244 – 1,244
PCK MSC, Inc. 962 94 – (277) – – – 779 – 779
PCK MTB, Inc. 801 53 – (110) – – – 744 – 744
PCK-AMC, Inc. 64 – – (64) – – – – – –
PCK-LFI, Inc. 1,167 22,859 – (8,736) – – – 15,290 – 15,290
PCK-N3, Inc. 642 118 – (320) – – – 440 – 440
PCK-Palawan, Inc. 2,355 2,154 – (2,463) – – – 2,046 – 2,046
PCKPolo, Inc. 1,233 – – (4) – – – 1,229 – 1,229
Room Ventures Corp. 1,021 – – (803) – – – 218 – 218
Square Top, Inc. 82,918 – – – (82,918) – – – – –
TBGI-Marilao, Inc. 119 28 – (69) – – – 78 – 78
TBGI-MS, Inc. 207 532 – (490) – – – 249 – 249
TBGI-Tagaytay, Inc. 281 183 – (69) – – – 395 – 395
TBGI-Trinoma, Inc. 391 26 – (28) – – – 389 – 389
Teriyaki Boy Group, Inc. 63,424 33,517 – (23,543) – – – 73,398 – 73,398
The Real American Doughnut Co.
Inc. 297,282 41,190 – (29,902) – – – 308,570 – 308,570
Trota, Gimenez Realty Corp 9,305 1,306 – – – – – 10,611 – 10,611
YCPC-Subic (Formerly DFSI-Subic,
Inc.) 133 505 – (433) – – – 205 – 205
YCPI Pizza Venture, Inc. 84 43 – (9) – – – 118 – 118
Yellow Cab Food Corporation 71,498 38,304 – (82,031) – – – 27,771 – 27,771
P
=1,336,822 P
=1,502,828 P
=417,252 (P
=1,616,288) (P
=417,252) P
=– P
=– P
=1,223,362 P
=– P
=1,223,362

MAX’S GROUP, INC.
SCHEDULE D: INTANGIBLE ASSETS – OTHER ASSETS
DECEMBER 31, 2015
Other changes
Charged to other additions
Description Beginning balance Additions at cost Amortization accounts (deductions) Ending balance
Trademarks =2,725,951
P =104,205
P (P
=12,904) =–
P =
P =2,817,252
P
Goodwill 1,923,031 72,579 – – (31,231) 1,964,379
Franchise fees 228,963 9,687 (22,653) – 215,997
Software 15,890 14,338 (15,622) – (489) 14,117
Lease rights 4,372 (1,203) – 3,169
Brand development cost 1,070 (233) – 837
=4,899,277
P =200,809
P (P
=52,615) =–
P (P
=31,720) =5,015,751
P

MAX’S GROUP, INC.
SCHEDULE E - LONG-TERM BORROWINGS
DECEMBER 31, 2015
Amount shown under “Current portion Amount shown under “Long-term

of long-term borrowings” account in the borrowings” account in the consolidated
Title of issue and type of obligation consolidated statement of financial position statement of financial position
Loans payable P
=1,657,358 P
=–
Long-term debt 473,836 1,569,835
P
=2,134,359 P
=1,570,835
Details are discussed in Notes 15and 16 to consolidated financial statements.

MAX’S GROUP, INC.
SCHEDULE F – RECEIVABLE FROM (PAYABLE TO) RELATED PARTIES
DECEMBER 31, 2015
Balance at Deductions Ending Balance Balance at end

Related Party beginning of year Additions Collections Write off Current Noncurrent of year
WERCO Holdings =55,319
P =2,831
P =–
P =–
P =58,150
P =–
P =58,150
P
Various Stockholders 42,769 20,908 21,861 – 21,861
Others 1,781 16 1,797 – 1,797
=99,869
P =2,847
P =20,908
P =–
P =81,808
P =–
P =81,808
P

MAX’S GROUP, INC.
SCHEDULE H – CAPITAL STOCKHOLDER
December 31, 2015
Number of shares held by
Number of shares issued Number of shares

and outstanding as shown reserved for options, Directors,
Number of shares under the statement of warrants, conversion officers and
Title of Issue authorized financial position caption & other rights Related parties employees Public
Common shares 1,400,000,000 780,203,978 – 182,536,642 26,400 242,492,378

MAX’S GROUP, INC.
MAP SHOWING THE RELATIONSHIP BETWEEN AND AMONG THE GROUP
DECEMBER 31, 2015

!
!
!
SECURITIES!AND!EXCHANGE!COMMISSION!!
!
SEC!FORM!–!ACGR!
!
ANNUAL!CORPORATE!GOVERNANCE!REPORT!
"
"
"
1. Report"is"Filed"for"the"Year"2015"
"
2. Exact"Name"of"Registrant"as"Specified"in"its"Charter:"MAX’S"GROUP,"INC."
"
3. Address"of"Principal"Office:"11th"Floor"Ecoplaza"Building,"2305"Chino"Roces"Avenue"Ext.,"Makati"City"
" Postal"Code:"1231"
"
4. SEC"Identification"Number:"A200003008" " " " 5."(For"SEC"Use"Only)"
" " " " " " " " " Industry"Classification"Code"
6. BIR"Taxpayer"Identification"Number:"205X357X210"
"
7. Issuer’s"Telephone"number,"including"area"code:"+632)"784X9000"
"
8. Former"name"or"former"address,"if"changed"from"the"last"report:"PANCAKE"HOUSE,"INC."
" "
"
"

TABLE!OF!CONTENTS!
A. BOARD!MATTERS………………………………………………………………………………………………………………………….……….4!
1) BOARD"OF"DIRECTORS"
(a) Composition"of"the"Board………………………………………………………………………………….………4"
(b) Corporate"Governance"Policy/ies……………………………………………………………………………….4"
(c) Review"and"Approval"of"Vision"and"Vision…………………….……………………………………........5"
(d) Directorship"in"Other"Companies……………………………………………………………………………….5"
(e) Shareholding"in"the"Company…………………………………………………………………………………….8"
2) CHAIRMAN"AND"CEO…………………………………………………………………………………………………………………8"
3) PLAN"FOR"SUCCESSION"OF"CEO/MANAGING"DIRECTOR/PRESIDENT"AND"TOP"KEY"POSITIONS…10"
4) OTHER"EXECUTIVE,"NONXEXECUTIVE"AND"INDEPENDENT"DIRECTORS………………………………………10"
5) CHANGES"IN"THE"BOARD"OF"DIRECTORS…………………………………………………………………………………..11"
6) ORIENTATION"AND"EDUCATION"PROGRAM………………………………………………………………………………15"
!
B. CODE!OF!BUSINESS!CONDUCT!&!ETHICS……………………………………………………………………………………………….16!
1) POLICIES…………………………………………………………………………………………………………………………………….16"
2) DISSEMINATION"OF"CODE………………………………………………………………………………………………….………17"
3) COMPLIANCE"WITH"CODE………………………………………………………………………………………………………….17"
4) RELATED"PARTY"TRANSACTIONS………………………………………………………………………………………………..17"
(a) Policies"and"Procedures……………………………………………………………………………………………..17"
(b) Conflict"of"Interest……………………………………………………………………………………………………..18"
5) FAMILY,"COMMERCIAL"AND"CONTRACTUAL"RELATIONS…………………………………………………….……..18"
6) ALTERNATIVE"DISPUTE"RESOLUTION………………………………………………………………………………………….19"
!
C. BOARD!MEETINGS!&!ATTENDANCE……………………………………………………………………………………………….………19!
1) SCHEDULE"OF"MEETINGS…………………………………………………………………………………………………………..19"
2) DETAILS"OF"ATTENDANCE"OF"DIRECTORS………………………………………………………………………………….19"
3) SEPARATE"MEETING"OF"NONXEXECUTIVE"DIRECTORS……………………………………………………………….19"
4) QUORUM"REQUIREMENT"…………………………………………………………………………………………………………20"
5) ACCESS"TO"INFORMATION………………………………………………………………………………………………………..20"
6) EXTERNAL"ADVICE…………………………………………………………………………………………………………………….21"
7) CHANGES"IN"EXISTING"POLICIES……………………………………………………………………………………………….21"
!
D. REMUNERATION!MATTERS………………………………………………………………………………………………………………21!
1) REMUNERATION"PROCESS……………………………………………………………………………………………………….21"
2) REMUNERATION"POLICY"AND"STRUCTURE"FOR"DIRECTORS…………………………………………………….22"
3) AGGREGATE"REMUNERATION"…………………………………………………………………………………………………22"
4) STOCK"RIGHTS,"OPTIONS"AND"WARRANTS………………………………………………………………………………23"
5) REMUNERATION"OF"MANAGEMENT…………………………………………………………………………………….….24"
!
E. BOARD!COMMITTEES……………………………………………………………………………………………………………………….24!
1) NUMBER"OF"MEMBERS,"FUNCTIONS"AND"RESPONSIBILITIES…………………………………………………..24"
2) COMMITTEE"MEMBERS……………………………………………………………………………………………………………28"
3) CHANGES"IN"COMMITTEE"MEMBERS……………………………………………………………………………………….30"
4) WORK"DONE"AND"ISSUES"ADDRESSED……………………………………………………………………………………..30"
5) COMMITTEE"PROGRAM……………………………………………………………………………………………………………32"
!
!
!
!
2

F. RISK!MANAGEMENT!SYSTEM……………………………………………………………………………………………………………32!
1) STATEMENT"ON"EFFECTIVENESS"OF"RISK"MANAGEMENT"SYSTEM…………………………………………..32"
2) RISK"POLICY……………………………………………………………………………………………………………………………..33"
3) CONTROL"SYSTEM……………………………………………………………………………………………………………………33"
!
G. INTERNAL!AUDIT!AND!CONTROL………………………………………………………………………………………………………35!
1) STATEMENT"ON"EFFECTIVENESS"OF"INTERNAL"CONTROL"SYSTEM…………………………………………..35"
2) INTERNAL"AUDIT"
(a) Role,"Scope"and"Internal"Audit"Function…………………………………………………………………..36"
(b) Appointment/Removal"of"Internal"Auditor……………………………………………………………….36"
(c) Reporting"Relationship"with"the"Audit"Committee……………………………………………………36"
(d) Resignation,"ReXassignment"and"Reasons…………………………………………………………………37"
(e) Progress"against"Plans,"Issues,"Findings"and""
Examination"Trends………………………………………………………..….…………………………………….37"
(f) Audit"Control"Policies"and"Procedures……………………………………………………………………..38"
(g) Mechanisms"and"Safeguards…………………………………………………………………………………...38"
!
H. ROLE!OF!STAKEHOLDERS….……………………………………………………………………………………………………………...38!
I. DISCLOSURE!AND!TRANSPARENCY………………………………………………………………………………………………..…40!
J. RIGHTS!OF!STOCKHOLDERS………………………………………………………………………………………………………………43!
1) RIGHT"TO"PARTICIPATE"EFFECTIVELY"IN"STOCKHOLDERS’"MEETINGS……………………………………….43"
2) TREATMENT"OF"MINORITY"STOCKHOLDERS…………………………………………………………………………….50"
K. INVESTORS!RELATIONS!PROGRAM…………………………………………………………………………………………………..52!
L. CORPORATE!SOCIAL!RESPONSIBILITY!INITIATIVES……………………………………………………………………………53!
M. BOARD,!DIRECTOR,!COMMITTEE!AND!CEO!APPRAISAL…………………………………………………………………….53!
N. INTERNAL!BREACHES!AND!SANCTIONS…………………………………………………………………………………………….53!
"
"
"
"
"
"
"
"
!
!

A. BOARD!MATTERS!
"
1) Board!of!Directors!
"
Number"of"Directors"per"Articles"of"Incorporation" 9"
" "
Actual"number"of"Directors"for"the"year" 9"
"
(a) Composition!of!the!Board!
"
Complete"the"table"with"information"on"the"Board"of"Directors:"
"
! ! !
Date!last!
Type![Executive! If! !Nominator!in! Elected! No.!of!
elected!(if!ID,!
! (ED),!Non] nominee,! the!last!election! when! years!
Date!first! state!the!
Director’s!Name! Executive!(NED)! identify! (if!ID,!state!the! (Annual! served!as!
elected! number!of! 2
! or!Independent! the! relationship!with! /Special! director !
years!served!as!
Director!(ID)]! principal! the!nominator)! 1 Meeting)!
ID) !
!
Trofi"Ventures" Feb"24,"
Sharon"T."Fuentebella" ED" N/A" June"29,"2015" Annual" 1"year"
Corp." 2014"
Robert"F."Trota" ED" N/A" June"29,"2015" Annual" 1"year"
Corp." 2014"
Cristina"T."Garcia" ED" N/A" June"29,"2015" Annual" 1"year"
Corp." 2014"
Carolyn"T."Salud" ED" N/A" June"29,"2015" Annual" 1"year"
Corp." 2014"
Jim"T."Fuentebella" ED" N/A" June"29,"2015" Annual" 1"year"
Corp." 2014"
Dave"T."Fuentebella" ED" N/A" June"29,"2015" Annual" 1"year"
Corp." 2014
William"E."Rodgers" ED" N/A" June"29,"2015" Annual" 1"year"
Corp." 2014
Ms."Liza"F."Dela" Feb"24,"
Antonio"U."Periquet"Jr." ID" N/A" June"29,"2015" Annual" 1"year"
Cruz" 2014
Ms."Liza"F."Dela" Feb"24,"
Christopher"P."Tanco" ID" N/A" June"29,"2015" Annual" 1"year"
Cruz" 2014
"
(b) Provide! a! brief! summary! of! the! corporate! governance! policy! that! the! board! of! directors! has! adopted.! Please!
emphasize! the! policy/ies! relative! to! the! treatment! of! all! shareholders,! respect! for! the! rights! of! minority!
shareholders!and!of!other!stakeholders,!disclosure!duties,!and!board!responsibilities.!
"
Max’s" Group," Inc." (“MGI”" or" the" “Company”)" recognizes" the" importance" of" corporate" governance" in" enhancing"
3
the"stakeholders’"interests"and"maintaining"relationships"for"the"Group. "Accordingly,"the"Board"of"Directors"and"
Management" have" committed" themselves" to" the" principles" of" good" corporate" governance." The" principles" for"
corporate" governance" of" the" Group" are" contained" in" the" Company’s" Articles" of" Incorporation" and" ByXLaws," as"
amended"to"date,"and"its"Manual"of"Corporate"Governance"which"was"amended"on"June"10,"2014"to"reiterate"the"
importance"of"the"role"of"the"Company’s"stakeholders.""
"
The"Board"is"responsible"for"the"overall"management"and"supervision"of"the"Company."The"Board"establishes"the"
overall"goals,"strategies"and"policies"of"the"Company"in"particular"and"of"the"Group"in"general."The"Board"strives"
to"regularly"monitor"the"effectiveness"of"management’s"decisions"and"the"execution"of"the"Company’s"strategies."
"
"
"
"
3
"The"Group"is"composed"of"the"parent,"subsidiaries,"associates"and"joint"ventures"of"the"Company."
4

The"Board"shall"respect"the"rights"of"the"stockholders"as"provided"for"in"the"Corporation"Code,"namely:""
"
(1) Right"to"elect,"remove"and"replace"directors"and"to"vote"on"all"matters"that"require"their"consent"or"approval;""
(2) Right"to"inspect"corporate"books"and"records;""
(3) Right"to"information;"
(4) Right"to"dividends;"and""
(5) Appraisal"right.""
"
The" reports" and" disclosures" required" by" the" relevant" laws," regulations" and" administrative" issuances" shall" be"
prepared" and" submitted" to" the" Securities" and" Exchange" Commission" (“SEC”)" and" the" Philippine" Stock" Exchange"
(“PSE”)"by"the"responsible"Committee"or"offices"through"the"Company’s"compliance"officer."The"structured"and"
unstructured" reports" submitted" to" these" agencies" are" also" published" in" the" Company’s" website" at"
http://www.maxsgroupinc.com/.""
"
Other"policies"adopted"by"the"Company"are"also"found"in"Chapter"B(1)"of"this"ACGR.""
"
(c) How!often!does!the!Board!review!and!approve!the!vision!and!mission?!
"
The"Board"of"Directors"reviews"and"approves"the"Company’s"vision"and"mission"statement"annually."
!
(d) Directorship!in!Other!Companies!
!
(i) Directorship!in!the!Company’s!Group!
"
Identify," as" and" if" applicable," the" members" of" the" company’s" Board" of" Directors" who" hold" the" office" of"
director"in"other"companies"within"its"Group:"
"
Type!of!Directorship!
Corporate!Name!of!the!! (Executive,!Non]Executive,!
Director’s!Name!!
Group!Company! Independent).!Indicate!if!
director!is!also!the!Chairman.!
Sharon"T."Fuentebella" The"Real"American"Doughnut"Company,"Inc." Executive"/"President"
Fresh"Healthy"Juice"Boosters,"Inc." Executive"/"President
MGOC"Holdings"Corp." Executive"/"President
Trota,"Gimenez"Realty"Corp." Executive"/"President"
Max’s"Ermita,"Inc." Executive""
Chicken’s"R"Us,"Inc." Executive""
Max’s"Food"Services,"Inc." Executive"
Max’s"Baclaran,"Inc." Executive"
Max’s"Makati,"Inc." Executive"
Max’s"Kitchen,"Inc." Executive"
Max’s"Circle,"Inc." Executive"
Max’s"SM"Marikina,"Inc." Executive"
Ad"Circles,"Inc." Executive"
No"Bia,"Inc." Executive"
Square"Top,"Inc." Executive"
Room"Ventures,"Corp." Executive"
Max’s"Express"Restaurants,"Inc." Executive"
Max’s"Bakeshop,"Inc." Executive"
Robert"F."Trota" No"Bia,"Inc." Executive"/"President"
Trota"Realty"Corp." Executive"/"President"
Cristina"T."Garcia" Max’s"Ermita,"Inc." Executive"
Max’s"Food"Services,"Inc." Executive"
Chicken’s"R"Us,"Inc." Executive"

Director’s!Name!!
Max’s"Baclaran,"Inc." Executive"
Max’s"Circle,"Inc." Executive"
Trofi"Ventures"Corp." Executive"
Trofi"Holdings"Corp." Executive"
Trofi"Boosters"Corp." Executive"
Max’s"SM"Marikina,"Inc." Executive"
Max’s"Franchising,"Inc." Executive"
Max’s"Makati,"Inc." Executive"
Max’s"Kitchen,"Inc." Executive"
The"Real"American"Doughnut"Company,"Inc." Executive"
Fresh"Healthy"Juice"Boosters,"Inc." Executive"
MGOC"Holdings"Corp." Executive"
Trota,"Gimenez"Realty"Corp." Executive"
Carolyn"T."Salud" Max’s"Ermita,"Inc." Executive"/"President"
Chicken’s"R"Us,"Inc." Executive"/"President"
Max’s"Food"Services,"Inc." Executive"/"President"
Max’s"Baclaran,"Inc." Executive"/"President"
Max’s"Makati,"Inc." Executive"/"President"
Max’s"Kitchen,"Inc." Executive"/"President"
Max’s"Circle,"Inc." Executive"/"President"
Max’s"SM"Marikina,"Inc." Executive"/"President"
Ad"Circles,"Inc." Executive""
No"Bia,"Inc." Executive""
Square"Top,"Inc." Executive""
Room"Ventures,"Corp." Executive""
The"Real"American"Doughnut"Company,"Inc." Chairperson"
Fresh"Healthy"Juice"Boosters,"Inc." Chairperson"
MGOC"Holdings"Corp." Chairperson"
Trota,"Gimenez"Realty"Corp." Chairperson"
Trofi"Ventures"Corp." Chairperson"
Trofi"Holdings"Corp." Chairperson"
Trofi"Boosters"Corp." Chairperson"
Jim"T."Fuentebella" The"Real"American"Doughnut"Company,"Inc." Executive"
Fresh"Healthy"Juice"Boosters,"Inc." Executive"
MGOC"Holdings"Corp." Executive"

Director’s!Name!!
William"E."Rodgers" eMax’s"LLC" Executive"
Alpha"Max"Group"LTD" Executive"
Max’s"Franchising,"Inc." Executive"
"
(ii) Directorship!in!Other!Listed!Companies!
"
Identify,!as!and!if!applicable,!the!members!of!the!company’s!Board!of!Directors!who!are!also!directors!of!
publicly]listed!companies!outside!of!its!Group:!
"
(Executive,!Non]Executive,!
Director’s!Name!! Name!of!Listed!Company!
Independent).!Indicate!if!
DMCI"Holdings,"Inc." Independent"Director"
Ayala"Corp." Independent"Director"
Antonio"U."Periquet"Jr." Philippine"Seven"Corp." Independent"Director"
Bank"of"the"Philippine"Islands" Independent"Director"
ABSXCBN"Corporation" Independent"Director"
"
(iii) Relationship!within!the!Company!and!its!Group!
"
Provide!details,!as!and!if!applicable,!of!any!relation!among!the!members!of!the!Board!of!Directors,!which!
links!them!to!significant!shareholders!in!the!company!and/or!in!its!group:!
"
Name!of!the!!
Director’s!Name! Description!of!the!relationship!
Significant!Shareholder!
Sharon"T."Fuentebella" Dave"T."Fuentebella" Sibling"
Jim"T."Fuentebella" Sibling"
Robert"F."Trota" Carolyn"T."Salud" Sibling"
Cristina"T."Garcia" Sibling
"
Mr."Robert"F."Trota,"Ms."Cristina"T."Garcia"and"Ms."Carolyn"T."Salud"are"siblings."Ms."Sharon"T."Fuentebella,"
Mr."Dave"T."Fuentebella,"and"Mr."Jim"T."Fuentebella"are"siblings"and"children"of"Ms."Erlinda"T."Fuentebella."
The"Trota"siblings"and"the"Fuentebella"siblings"are"first"cousins."Mr."William"Rodgers"is"the"first"cousin"of"Ms."
Erlinda" Fuentebella" (Chairman" Emeritus)." There" are" no" other" family" relationships" known" to" the" Company"
other"than"the"ones"disclosed."
"
(iv) Has!the!company!set!a!limit!on!the!number!of!board!seats!in!other!companies!(publicly!listed,!ordinary!and!
companies! with! secondary! license)! that! an! individual! director! or! CEO! may! hold! simultaneously?!!
!
The"guidelines"for"determining"the"maximum"number"of"directorship"are"discussed"in"detail"below."!
!
In! particular,! is! the! limit! of! five! board! seats! in! other! publicly! listed! companies! imposed! and! observed?!!
!
The" Company" does" not" expressly" impose" and" observe" the" limit" of" five" board" seats" in" other" public" listed"
companies."The"Company"requires"that"the"capacity"of"the"directors"to"serve"with"diligence"and"perform"their"
duties"and"responsibilities"efficiently"should"not"be"compromised.""
!
7

If!yes,!briefly!describe!other!guidelines:!
"
" Maximum!Number!of!
Guidelines! Directorships!in!other!
companies!
The"Nomination"Committee"shall" The"optimum"number"of"
consider"the"following"guidelines" directorships"shall"be"related"to"
Executive!Director! in"the"determination"of"the" the"capacity"of"a"director"to"
number"of"directorships"for"the" perform"his"or"her"duties"
Board:" diligently."The"Chief"Executive"
• The"nature"of"the" Officer"and"other"executive"
business"of"the" directors"shall"submit"themselves"
Corporations"which"he"is" to"a"low"indicative"limit"on"
a"director;"" membership"in"other"corporate"
Non]Executive!Director!!
• Age"of"the"director;"" boards."The"same"low"limit"shall"
• Number"of"directorships"/" apply"to"independent"or"nonX
active"memberships"and" executive"directors"who"serve"as"
officer"ships"in"other" fullXtime"executives"in"other"
corporations"or" corporations."
CEO! organizations;"and"
• Possible"conflict"of"
interest.""
"
(e) !Shareholding!in!the!Company!
"
Complete" the" following" table" on" the" members" of" the" company’s" Board" of" Directors" who" directly" and" indirectly"
own"shares"in"the"company:""
"
Number!of!! %!of!
Name!of!Director!! Number!of!Direct!shares! Indirect!shares!/!Through! Capital!
(name!of!record!owner)! Stock!
Sharon"T."Fuentebella" 52,875,778" 6,508,384" 5.5"
Robert"F."Trota" 33,906,034" 19,393,595" 4.9"
Cristina"T."Garcia" 33,292,714" 19,855,927" 4.9"
Jim"T."Fuentebella" 2" 4,863,872" 0.4"
Carolyn"T."Salud" 33,292,660" 19,855,926" 4.9"
Dave"T."Fuentebella" 25,868,860" 6,508,320" 3.0"
William"E."Rodgers" 9,987,284" 4,851,748" 1.4"
Antonio"U."Periquet"Jr." 6,760,002" 6,760,002" 0.6"
Christopher"P."Tanco" 23,902" 23,902" X"
TOTAL! 196,007,236! 88,621,676! 26.2!
"
2) Chairman!and!CEO!
"
(a) Do!different!persons!assume!the!role!of!Chairman!of!the!Board!of!Directors!and!CEO?!If!no,!describe!the!checks!
and!balances!laid!down!to!ensure!that!the!Board!gets!the!benefit!of!independent!views.!
"
Yes" "X" No" (f) "
"
! Identify!the!Chair!and!CEO:!
"
Chairman"of"the"Board" Sharon"T."Fuentebella"
CEO/President" Robert"F."Trota"
"
"
8

(b) Roles,!Accountabilities!and!Deliverables!
"
Define"and"clarify"the"roles,"accountabilities"and"deliverables"of"the"Chairman"and"CEO."
"
" Chairman! Chief!Executive!Officer!
Roles" • To"preside"at"the"meetings"of"the" • To"implement"the"
" Board"and"stockholders."" administrative"and"operational"
" policies"of"the"Company"under"
• To"perform"such"other"duties"as"are" his"supervision"and"control.""
incident"to"her"office"or"are" • To"appoint,"remove,"suspend"or"
entrusted"to"her"by"the"Board"of" discipline"employees"of"the"
Directors." Company,"prescribed"their"
"" duties,"and"determine"their"
salaries.""
• To"oversee"the"preparation"of"
the"budgets"and"the"statements"
of"accounts"of"the"corporation.""
• To"represent"the"Company"at"all"
functions"and"proceedings.""
• To"execute"on"behalf"of"the"
Company"all"contracts,"
agreements"and"other"
instruments"affecting"the"
interest"of"the"Company"which"
require"the"approval"of"the"
Board"of"Directors."To"initiate"
and"develop"corporate"
objectives"and"policies"and"
formulate"long"range"projects,"
plans"and"programs"for"the"
approval"of"the"Board"of"
Directors,"including"those"for"
executive"training,"development"
and"compensation.""
• To"supervise"and"manage"the"
business"affairs"of"the"
corporation"upon"the"direction"
of"the"Board"of"Directors.""
• To"make"reports"to"the"Board"of"
Directors"and"stockholders.""
• To"sign"certificates"of"stock."
• To"perform"such"other"duties"as"
are"incident"to"his"office"or"are"
entrusted"to"him"by"the"Board"
of"Directors."
Accountabilities" • Same"as"role"above" • Same"as"role"above"
Deliverables" • None" • None"
"
"
"
"
"
"

3) Explain!how!the!Board!of!Directors!plan!for!the!succession!of!the!CEO/Managing!Director/President!and!the!top!key!
management!positions?!
"
The" Company" believes" that" its" corporate" culture" fosters" and" encourages" human" capital" development" and" learning"
through" inXhouse" training" programs" and" succession" planning." Employees" are" encouraged" to" climb" the" ranks" and"
eventually"hold"key"management"positions."
"
4) Other!Executive,!Non]Executive!and!Independent!Directors!
!
Does! the! company! have! a! policy! of! ensuring! diversity! of! experience! and! background! of! directors! in! the! board?!
Please!explain.!
"
No"defined"policy"other"than"as"provided"in"the"Company’s"Manual"on"Corporate"Governance."The"stockholders"may"
elect"a"mix"of"executive"and"nonXexecutive"directors"(which"include"independent"directors),"to"allow"a"healthy"balance"
of"ideas,"opinions,"wisdom"and"experience"on"the"management"and"business"of"the"Company.""
"
Does! it! ensure! that! at! least! one! non]executive! director! has! an! experience! in! the! sector! or! industry! the! company!
belongs!to?!Please!explain.!
"
The"qualifications"set"by"the"Company"on"board"membership"ensures"that"nonXexecutive"directors"possess"sufficient"
knowledge"in"the"Company’s"business"and"operations."
"
Define! and! clarify! the! roles,! accountabilities! and! deliverables! of! the! Executive,! Non]Executive! and! Independent!
Directors:!
! "
" Independent!!
Executive! Non]Executive!
Directors!
• To"conduct"fair"business" • Same"as"Executive" • To"be"part"of"the"
transaction"with"the" different"Board"
Company"and"to"ensure" Committees"either"as"
that"personal"interest"does" the"Chairperson"or"
not"conflict"with"the" member"
interest"of"the"Company;" • To"exercise"independent"
• To"provide"strategies"and" judgment;"
general"policies"to" • Same"as"Executive""
maintain"the"viability"and"
promote"the"growth"and"
success"of"the"
Corporation;"
• To"devote"time"and"
attention"necessary"to"
Role"
properly"discharge"his"
duties"and"responsibilities;""
• To"act"judiciously;"
• To"have"a"working"
knowledge"of"the"
statutory"and"regulatory"
requirements"affecting"the"
Company,"including"the"
contents"of"its"Articles"of"
Incorporation"and"ByX
Laws,"the"requirements"of"
the"SEC,"and"where"
applicable,"the"
requirements"of"other"
10

" Independent!!
Executive! Non]Executive!
Directors!
regulatory"agencies."
• To"observe"confidentiality;""
• To"provide"a"system"of"
internal"checks"and"
balances"and"
• To"ensure"the"continuing"
soundness,"effectiveness"
and"adequacy"of"the"
Company’s"control"
environment.""
Accountabilities" Same"as"role"above" Same"as"Executive" Same"as"Executive""
Deliverables"" None" None" None"
"
Provide!the!company’s!definition!of!"independence"!and!describe!the!company’s!compliance!to!the!definition.!!
"
The" Company" adopts" the" definition" of" “independence”" as" provided" in" Rule" 38" of" the" Securities" Regulation" Code" (SRC),"
which" is" also" reiterated" in" Article" III," Section" 2" (a)" of" the" Company’s" ByXLaws." “Independence”" as" it" relates" to" an"
independent"directors"means"any"person"other"than"an"officer"or"employee"of"the"Company,"its"parent"or"subsidiaries"or"
any" individual" having" relationship" with" the" Company" who" bear" no" interests" or" relationships" in" the" Company" that" may"
impede"the"exercise"of"neutral"judgment"in"the"fulfillment"of"duties"and"responsibilities"expected"of"a"director."
"
The"Company"has"two"independent"directors"who"comply"with"all"the"requirements"for"independent"directors"under"SRC"
Rule"38."
"
Does!the!company!have!a!term!limit!of!five!consecutive!years!for!independent!directors?!!
!
There" is" no" separate" policy" for" the" imposition" of" the" term" limit" of" independent" directors." Nevertheless," the" Company"
abides"by"SEC"Memorandum"Circular"No."9"Series"of"2011,"which"provides"that"an"independent"director"can"serve"as"such"
for"five"consecutive"years."The"independent"director"may"be"reXelected"after"the"twoXyear"cooling"off"period"and"can"serve"
for"another"five"consecutive"years."
!
If! after! two! years,! the! company! wishes! to! bring! back! an! independent! director! who! had! served! for! five! years,! does! it!
limit!the!term!for!no!more!than!four!additional!years?!Please!explain.!
"
No."There"is"no"separate"policy"for"the"term"limits"of"a"reXelected"independent"director.""
"
5) Changes!in!the!Board!of!Directors!(Executive,!Non]Executive!and!Independent!Directors)!
"
(a) Resignation/Death/Removal!
"
Indicate!any!changes!in!the!composition!of!the!Board!of!Directors!that!happened!during!the!period:!
"
" None."
"
Name! Position! Date!of!Cessation! Reason!
N/A" N/A" N/A" N/A"
"
"
"
"
"
"
11

(b) Selection/Appointment,!Re]election,!Disqualification,!Removal,!Reinstatement!and!Suspension!
"
Describe! the! procedures! for! the! selection/appointment,! re]election,! disqualification,! removal,! reinstatement!
and!suspension!of!the!members!of!the!Board!of!Directors.!Provide!details!of!the!processes!adopted!(including!
the!frequency!of!election)!and!the!criteria!employed!in!each!procedure:!"
"
Procedure! Process!Adopted! Criteria!
A.!Selection,!Appointment,!Reinstatement!and!Re]election!
1. Executive"Directors" Nomination"process:" In"addition"to"the"qualifications"for"
" 1. Nomination"letters"shall" board"membership"provided"for"in"
be"submitted"to"the" the"Corporation"Code,"Securities"
Nominations"Committee" Regulation"Code"and"other"relevant"
at"least"thirty"(30)" laws,"the"Board"may"provide"for"
business"days"before"the" additional"qualifications"which"
date"of"the"next"annual" include,"among"others,"the"
meeting"of"the" following:""
stockholders."" "
2. The"Nominations" • Attended"a"seminar"on"
Committee"shall"preX corporate"governance"
screen"and"shortlist"the" conducted"by"duly"recognized"
candidates"based"on"the" private"or"government"institute"
qualifications"and" and"submitted"a"copy"of"his"
disqualifications."" certificate"of"attendance"to"the"
3. A"final"listing"of" Compliance"Officer;""
candidates"containing"all" • At"least"a"college"graduate"or"
the"information"about" equivalent"academic"degree;""
the"nominees"for"the" • Have"sufficient"experience"in"
independent"directors" managing"the"business"to"
will"then"be"submitted"to" substitute"for"such"formal"
the"Corporate"Secretary" education;""
and"shall"be"made" • At"least"twenty"one"(21)"years"
available"to"the"SEC"and" old;""
to"all"the"stockholders" • Have"proven"to"possess"
through"the"filing"and" integrity"and"probity;"and""
distribution"of"the" • He"shall"be"assiduous."
Information"Statement."" "
4. All"candidates"for"Board"
of"Directors"will"be"
presented"during"the"
Annual"Stockholder’s"
Meeting"for"election.""
5. The"Corporate"Secretary"
will"gather"the"votes.""
6. The"Chairman"of"the"
Board"shall"announce"
the"elected"Board"of"
Directors.""
2. NonXExecutive" Same"procedure"as"above" Same"requirements"as"above"
Directors"
3. Independent" Same"procedure"as"above" Same"requirements"as"above"
Directors" Additionally,"must"not"have"
relationship"with"the"Company"or"
its"major"stockholders"as"will"
compromise"their"independence."
12

B.!Permanent!Disqualification!and!Removal!!
1. Executive"Directors"" If"the"director"commits"an"act" The"following"shall"be"grounds"for"
or"gives"ground"for" the"permanent"disqualification"of"a"
disqualification,"the"Board"of" director:"
Directors"will"disqualify"him"or" "
her." • Any"person"finally"convicted"
judicially"of"an"offense"
involving"moral"turpitude"or"
fraudulent"act"or"
transgressions;""
• Any"person"finally"found"by"
the"SEC"or"a"court"or"other"
administrative"body"to"have"
wilfully"violated,"or"wilfully"
aided,"abetted,"counseled,"
induced"or"procured"the"
violation"of,"any"provision"of"
the"SRC,"the"Corporation"
Code,"or"any"other"law"
administered"by"the"SEC"or"
Bangko"Sentral"ng"Pilipinas,"or"
any"rule,"regulation"or"order"
of"the"SEC"or"Bangko"Sentral"
ng"PIlipinas.""
• Any"person"earlier"elected"as"
independent"director"who"
becomes"an"officer,"employee"
or"consultant"of"the"same"
corporation;"
• Any"person"judicially"declared"
to"be"insolvent;""
• Any"person"finally"found"guilty"
by"a"foreign"court"or"
equivalent"financial"regulatory"
authority"of"acts,"violations"or"
misconduct"similar"to"any"of"
the"acts,"violations"or"
misconduct"listed"in"the"
foregoing"paragraphs;"and"
• Conviction"by"final"judgment"
of"an"offense"punishable"by"
imprisonment"for"a"period"
exceeding"six"(6)"years,"or"a"
violation"of"the"Corporation"
Code,"committed"within"five"
(5)"years"prior"to"the"date"of"
his"election"appointment.""
2. NonXExecutive" Same"procedure"as"above" Same"as"above"
Directors"
3. Independent" Same"procedure"as"above" Same"as"above"
Directors"
!
!
13

C.!Temporary!Disqualification!and!Suspension!
1. Executive"Directors" Same"as"permanent" Any"of"the"following"shall"be"a"
" disqualification" ground"for"the"temporary"
" disqualification"of"a"director:"
The"temporarily"disqualified" "
director"shall,"within"sixty"(60)" • Refusal"to"fully"disclose"the"
business"days"from"such" extent"of"his"business"interest"
disqualification,"take"the" as"required"under"the"SRC"and"
appropriate"action"to"remedy" its"Implementing"Rules"and"
or"correct"the"disqualification." Regulations."This"
If"he"fails"or"refuses"to"do"so" disqualification"shall"be"in"
for"unjustified"reasons,"the" effect"as"long"as"his"refusal"
disqualification"shall"become" persists;""
permanent."" • Absence"or"nonXparticipation"
for"whatever"reason/s"for"
more"than"fifty"percent"(50%)"
of"all"meetings,"both"regular"
and"special,"of"the"Board"of"
Directors"during"his"
incumbency,"unless"the"
absence"is"due"to"illness,"
death"in"the"immediate"family"
or"serious"accident."This"
disqualification"applies"for"
purposes"of"the"succeeding"
election;""
• Dismissal"/"termination"from"
directorship"in"another"listed"
corporation"for"cause."This"
qualification"shall"be"in"effect"
until"he"has"cleared"himself"of"
any"involvement"in"the"alleged"
irregularity;""
• Conviction"that"has"not"yet"
become"final"referred"to"in"
the"grounds"for"the"
disqualification"of"directors.""
2. NonXExecutive" Same"as"above" Same"as"above."
Directors"
3. Independent" Same"as"above" Same"as"above.""
Directors" "
Additionally,"an"independent"
director"whose"beneficial"equity"
ownership"in"the"Company"or"its"
subsidiaries"and"affiliates"exceeds"
two"percent"(2%)"of"the"subscribed"
capital"stock"is"temporarily"
disqualified"from"being"a"director"
of"the"Company,"until"his/her"
beneficial"equity"ownership"
reverts"to"the"2%"limit.""
"
"
14

"
Voting!Result!of!the!last!Annual!General!Meeting!
"
Name!of!Director! Votes!Received!
Sharon"T."Fuentebella" 734,426,972"
Robert"F."Trota" 746,344,972"
Cristina"T."Garcia" 734,426,972"
Jim"T."Fuentebella" 746,344,972"
Carolyn"T."Salud"" 734,426,972"
Dave"T."Fuentebella" 734,426,972"
William"E."Rodgers" 742,388,972"
Antonio"Jose"U."Periquet" 746,344,972"
Christopher"P."Tanco" 734,426,972"
"
6)!!!!Orientation!and!Education!Program!
!
(b) Disclose!details!of!the!company’s!orientation!program!for!new!directors,!if!any.!!
"
The" Company" provides" its" newlyXelected" directors" with" copies" of" the" MGI" Manual" on" Corporate" Governance,"
corporate" documents" and" information" and" policies." They" are" also" given" orientation" during" the" organizational"
meeting"held"immediately"after"the"Annual"Stockholders’"Meeting."
"
5
(c) State!any!in]house!training!and!external!courses!attended!by!Directors!and!Senior!Management !for!the!past!
three!(3)!years:!
"
Exclusive"Orientation"on"Corporate"Governance"conducted"by"the"Institute"of"Corporate"Directors"
"
(d) Continuing!education!programs!for!directors:!programs!and!seminars!and!roundtables!attended!during!the!
year.!!
"
Name!of! !Name!of!Training!
Date!of!Training! Program!
Director/Officer! Institution!
Exclusive"Session" Institute"of"Corporate"
Sharon"T."Fuentebella" August"07,"2015"
Corporate"Governance" Directors"
Dave"T."Fuentebella" August"07,"2015!
Jim"T."Fuentebella" August"07,"2015"
Carolyn"T."Salud" August"07,"2015"
Cristina"T."Garcia" August"07,"2015"
Robert"F."Trota" August"07,"2015"
Jimmy"F."Trota" August"07,"2015"
Corazon"C."Jacinto" August"07,"2015"
" " " "
5
"“Senior"Management”"refers"to"the"CEO"and"other"persons"having"authority"and"responsibility"for"planning,"directing"and"controlling"
the"activities"of"the"company."
"
15

Name!of! !Name!of!Training!
Date!of!Training! Program!
Director/Officer! Institution!
" " Exclusive"Session" Institute"of"Corporate"
Rebecca"R."Arago" August"07,"2015" Corporate"Governance" Directors"
Lerry"C."Sangalang" August"07,"2015"
Paul"C."Cheah" August"07,"2015"
Cathleya"S."Genoring" August"07,"2015"
Liza"F."Dela"Cruz" August"07,"2015"
Gemma"L."Dela"Cruz" August"07,"2015"
Fritz"J."Baldoria" August"07,"2015"
Mildred"L."Cristobal" August"07,"2015"
Corporate"Governance" Institute"of"Corporate"
William"E."Rodgers" November"12,"2015"
Orientation"Program" Directors"
"
B. CODE!OF!BUSINESS!CONDUCT!&!ETHICS!!
"
1) Discuss! briefly! the! company’s! policies! on! the! following! business! conduct! or! ethics! affecting! directors,! senior!
management!and!employees:!!
"
Business!Conduct!&!
Directors! Senior!Management! Employees!
Ethics!
Directors,"senior"officers"and"employees"are"expected"to"prioritize"and"protect"the"
Company’s"interest"over"personal"gain,"family"relationships"or"personal"affiliations."
No"one"shall"directly"or"indirectly"compete"with"the"Company"or"conduct"business"
(a) "Conflict"of"Interest"
transactions" prejudicial" to" the" Company." All" directors," senior" officers" and"
employees" are" required" to" accomplish" a" “Business" Integrity" Form”" to" determine"
potential"sources"of"conflict"of"interest"at"the"beginning"of"each"year."
The"Company"adheres"to"the"highest"standards"of"governance"and"transparency"in"
the"conduct"of"its"businesses."Related"party"transactions"are"executed"on"an"arm’s"
length"basis"at"fair"value."“Related"party"transactions”"is"understood"as"transfer"of"
(b) Conduct"of"Business" resources"or"obligations"between"a"reporting"entity"and"a"related"party"regardless"
and"Fair"Dealings" of" whether" a" price" is" charged." At" the" beginning" of" each" year," all" directors" and"
employees" are" required" to" complete" a" “Full" Business" Interest" Disclosure" Form”" to"
declare" all" existing" business" interests" or" shareholdings" that" may" director" or"
indirectly"conflict"the"performance"of"their"duties.""
The"Company"considers"demanding,"soliciting"or"accepting"favors"in"any"form"from"
(c) Receipt"of"gifts"from"
employees," suppliers," customers" and" other" clients" as" grave" misconduct" and" is"
third"parties"
deemed"as"ground"for"termination.""
(d) Compliance"with" The" Company" is" compliant" with" all" rules," requirements" and" policies" set" forth" by"
Laws"&"Regulations" government"and"regulators."
(e) Respect"for"Trade" All" employees" must" keep" confidential" information" related" to" Company" trade"
Secrets/Use"of"NonX secrets," operations" and" business" partners." Any" deviation" from" such" is" considered"
public"Information" grounds"for"termination.""
Each"employee"holds"a"position"of"trust"and"integrity."Employees"are"to"use"
(f) Use"of"Company"
company"funds,"assets"and"information"strictly"for"business"purposes"and"not"for"
Funds,"Assets"and"
personal"gain."
Information"
"
16

Business!Conduct!&!
Directors! Senior!Management! Employees!
Ethics!
(g) Employment"&"
The"Company"implements"and"complies"with"all"employee"benefits,"labor"laws"and"
Labor"Laws"&"
policies"mandated"by"the"Labor"Code"and"other"laborXrelated"legislation.""
Policies"
Any"deviations"or"violations"from"company"policies,"if"proven"after"due"course,"shall"
(h) Disciplinary"action"
be"deemed"grounds"for"termination"of"employment."
The"Company"adopts"a"whistleXblowing"policy"to"enable"employees"to"elevate"
issues,"raise"concerns"or"file"complaints"to"suspected"or"observed"malpractices"and"
unethical"business"activities"without"fear"of"retaliation."The"Company"makes"
(i) Whistle"Blower"
available"secured"channels"such"as"electronic"mail,"telephone,"fax"or"preXarranged"
meetings."The"policy"on"whistleblowing"covers"all"employees"of"the"Company"
including"subsidiaries,"strategic"business"units,"affiliates"and"service"providers.""
All" reports" or" complaints"received" are" handled"with"confidentiality"and"forwarded"
to" Management" for" proper" action." If" deemed" serious" and" appropriate,"
(j) Conflict"Resolution"
Management" may" launch" an" investigation" in" accordance" with" applicable"
procedures"and"policies.""
"
2) Has!the!code!of!ethics!or!conduct!been!disseminated!to!all!directors,!senior!management!and!employees?!
"
Yes," the" Company’s" Code" of" Conduct" has" been" properly" disseminated" to" all" Directors," senior" management" and"
employees."
"
3) Discuss!how!the!company!implements!and!monitors!compliance!with!the!code!of!ethics!or!conduct.!
"
The"Human"Resources"Department"takes"the"lead"in"monitoring"compliance"with"the"Code"of"Conduct"with"the"help"of"
Department"Managers"and"Supervisors."In"cases"of"deviation"from"the"same,"corrective"measures,"as"appropriate,"may"
be"administered."In"the"application"of"corrective"action,"the"Company"shall"observe"the"requirements"of"due"process."
Thus,"every"employee"shall"be"afforded"the"protection"of"his"rights"under"the"applicable"laws."
"
4) Related!Party!Transactions!
!
(a) Policies!and!Procedures!!
"
Describe! the! company’s! policies! and! procedures! for! the! review,! approval! or! ratification,! monitoring! and!
recording! of! related! party! transactions! between! and! among! the! company! and! its! parent,! joint! ventures,!
subsidiaries,! associates,! affiliates,! substantial! stockholders,! officers! and! directors,! including! their! spouses,!
children! and! dependent! siblings! and! parents! and! of! interlocking! director! relationships! of! members! of! the!
Board.!
"
"
Related!Party!Transactions! Policies!and!Procedures!
(1)"Parent"Company" "
(2)"Joint"Ventures" "
(3)"Subsidiaries" The" Company’s" Related" Party" Transactions" Policy" prescribes"
(4)"Entities"Under"Common"Control" that" all" related" party" transactions" are" required" to" be"
executed"on"an"arm’s"length"basis"at"fair"value."All"Directors"
(5)"Substantial"Stockholders"
and" employees" are" mandated" to" promptly" disclose" any"
(6)"Officers"including"" related" party" transactions" with" the" Company" or" its"
"""spouse/children/siblings/parents" subsidiaries"and"affiliates."
(7)"Directors"including""
"""spouse/children/siblings/parents"
(8)"Interlocking"director"relationship""
"""of"Board"of"Directors"
"
17

"
"
"
(b) Conflict!of!Interest!!
!
(i) Directors/Officers!and!5%!or!more!Shareholders!
!
Identify! any! actual! or! probable! conflict! of! interest! to! which! directors/officers/5%! or! more! shareholders!
may!be!involved.!
"
"
Details!of!Conflict!
!
!of!Interest!(Actual!or!Probable)!
Name"of"Director/s"
Name"of"Officer/s" None"
Name"of"Significant"Shareholders"
"
"
(ii) Mechanism!
!
Describe! the! mechanism! laid! down! to! detect,! determine! and! resolve! any! possible! conflict! of! interest!
between!the!company!and/or!its!group!and!their!directors,!officers!and!significant!shareholders.!
!
"
! Directors/Officers/Significant!Shareholders!
Company" The" Company’s" Revised" Manual" of" Corporate" Governance"
states" that" directors" are" to" conduct" fair" business"
transactions" with" the" Company" and" ensure" that" personal"
interest"does"not"conflict"with"the"interests"of"the"Company."
In" addition," employees" are" also" required" to" submit" a"
Group" Business" Integrity" Form" at" the" onset" of" the" year" to"
determine" potential" sources" of" conflict" of" interest." The"
Company" has" likewise" adopted" an" Insider" Trading" Policy"
where" Directors" and" Key" Officers" are" required" to" submit" a"
certificate"signifying"full"compliance"with"the"said"policy."
"
"
5) Family,!Commercial!and!Contractual!Relations!
!
6
(a) Indicate,!if!applicable,!any!relation!of!a!family, !commercial,!contractual!or!business!nature!that!exists!between!
the!holders!of!significant!equity!(5%!or!more),!to!the!extent!that!they!are!known!to!the!company:!
!
Names!of!Related! Brief!Description!of!the!
Type!of!Relationship!
!Significant!Shareholders! Relationship!
N/A" N/A" N/A"
"
(b) Indicate,! if! applicable,! any! relation! of! a! commercial,! contractual! or! business! nature! that! exists! between! the!
holders!of!significant!equity!(5%!or!more)!and!the!company:!
"
Names!of!Related!!
Type!of!Relationship! Brief!Description!
Significant!Shareholders!!
N/A" N/A" N/A"
"
"
"
6
"Family"relationship"up"to"the"fourth"civil"degree"either"by"consanguinity"or"affinity."
18

"
"
"
(c) Indicate!any!shareholder!agreements!that!may!impact!on!the!control,!ownership!and!strategic!direction!of!the!
company:!
"
%!of!Capital!Stock!affected! Brief!Description!of!the!
Name!of!Shareholders!
(Parties)! Transaction!
N/A" N/A" N/A"
"
6) Alternative!Dispute!Resolution!
"
Describe!the!alternative!dispute!resolution!system!adopted!by!the!company!for!the!last!three!(3)!years!in!amicably!
settling!conflicts!or!differences!between!the!corporation!and!its!stockholders,!and!the!corporation!and!third!parties,!
including!regulatory!authorities.!
"
! !Alternative!Dispute!Resolution!System!
Corporation!&!Stockholders" The"Company"has"no"known"disputes"with"its"
Corporation!&!Third!Parties! stockholders,"regulators,"and"third"parties."The"Company"
shall"pursue"compromise"agreements"in"the"event"of"
disputes"or"conflicts."If"and"when"deemed"necessary,"
arbitration"may"be"sought."The"Board"of"Directors"is"also"
Corporation!&!Regulatory!Authorities! designated"to"establish"and"maintain"an"alternative"
dispute"resolution"system"to"settle"conflicts"between"the"
Company"and"its"stockholders"or"other"third"parties"
including"regulatory"authorities.""
"
"
C. BOARD!MEETINGS!&!ATTENDANCE!
"
1) Are!Board!of!Directors’!meetings!scheduled!before!or!at!the!beginning!of!the!year?!!
"
Board"meetings"are"scheduled"at"the"onset"of"the"year.""
"
7
2) Attendance!of!Directors !!!!!!
"
No.!of!
No.!of!
Meetings!Held!
Board! Name!! Date!of!Election! Meetings! %!
during!the!
Attended!
year!
Chairperson" Sharon"T."Fuentebella" June"10,"2014" 16" 16" 100"
President" Robert"F."Trota" June"10,"2014 16 16 100
Director" Carolyn"T."Salud" June"10,"2014 16 16 100
Director" Dave"T."Fuentebella" June"10,"2014 16 15 94
Director" Cristina"T."Garcia" June"10,"2014 16 16 100
Director" Jim"T."Fuentebella" June"10,"2014 16 15 94
Director" William"E."Rodgers" June"10,"2014 16 16 100
Independent" Antonio"Jose"U."Periquet"Jr." June"10,"2014 16 14 88
Independent" Christopher"P."Tanco" June"10,"2014 16 14 88
"
"
"
7
"Date"of"election"during"last"annual"stockholders’"meeting."Excluding"two"meetings"held"prior"to"the"change"in"control"of"the"Company,"
which"meetings"were"attended"by"the"previous"members"of"the"Board"of"Directors"who"have"all"resigned"on"24"February"2014,"following"
the"change"in"control"of"the"Company.""
19

"
"
3) Do!non]executive!directors!have!a!separate!meeting!during!the!year!without!the!presence!of!any!executive?!!
!
No.""
!
If!yes,!how!many!times?!
"
There"were"no"meetings"held"without"the"presence"of"an"executive"director"during"the"year."
"
4) Is!the!minimum!quorum!requirement!for!Board!decisions!set!at!two]thirds!of!board!members?!Please!explain.!!
"
No."The"presence"of"majority"of"members"of"the"Board"shall"constitute"a"quorum"for"a"meeting"and"resolutions"
enacted"upon"are"considered"a"valid"corporate"act."
"
5) Access!to!Information!
"
8
(a) How!many!days!in!advance!are!board!papers !for!board!of!directors!meetings!provided!to!the!board?!!
"
The"Company"distributes"Board"materials"to"all"Directors"at"least"five"(5)"days"prior"to"the"meeting."
"
(b) Do!board!members!have!independent!access!to!Management!and!the!Corporate!Secretary?!
"
Yes,"directors"have"direct"access"to"Management"and"the"Corporate"Secretary.""
"
(c) State! the! policy! of! the! role! of! the! company! secretary.! Does! such! role! include! assisting! the! Chairman! in!
preparing!the!board!agenda,!facilitating!training!of!directors,!keeping!directors!updated!regarding!any!relevant!
statutory!and!regulatory!changes,!etc?!
"
Yes," the" Corporate" Secretary" is" an" officer" of" the" Company" and" perfection" in" performance" and" no" surprises" are"
expected" of" him." Likewise," her" loyalty" to" the" mission," vision" and" specific" business" objectives" of" the" corporate"
entity"come"with"her"duties:"
"
• Be"responsible"for"the"safekeeping"and"preservation"of"the"integrity"of"the"minutes"of"the"meeting"of"the"
Board"and"its"committees,"as"well"as"the"other"official"records"of"the"Company;""
• Gather"and"analyze"all"documents,"records"and"other"information"essential"to"the"conduct"of"his"duties"
and"responsibilities"to"the"Company;""
• As"to"agenda,"get"a"complete"schedule"thereof"at"least"for"the"current"year"and"put"the"Board"on"notice"
before"every"meeting;""
• Assist" the" Board" in" making" business" judgment" in" good" faith" and" in" the" performance" of" their"
responsibilities"and"obligations;""
• Ensure"that"all"Board"procedures,"rules"and"regulations"are"strictly"followed"by"the"members;""
• Attend"all"Board"meetings"and"maintain"records"of"the"same;"and"
• Submit" to" the" SEC," at" the" end" of" every" fiscal" year," an" annual" certification" as" to" the" attendance" of" the"
directors"during"Board"meetings.""
"
(d) Is!the!company!secretary!trained!in!legal,!accountancy!or!company!secretarial!practices?!Please!explain!should!
the!answer!be!in!the!negative.!
"
Yes,"the"Corporate"Secretary"is"trained"in"legal,"accountancy"and"other"corporate"secretarial"practices.""
"
"
8
"Board"papers"consist"of"complete"and"adequate"information"about"the"matters"to"be"taken"in"the"board"meeting."Information"includes"
the"background"or"explanation"on"matters"brought"before"the"Board,"disclosures,"budgets,"forecasts"and"internal"financial"documents."
20

"
"
(e) Committee!Procedures!
"
Disclose!whether!there!is!a!procedure!that!Directors!can!avail!of!to!enable!them!to!get!information!necessary!
to!be!able!to!prepare!in!advance!for!the!meetings!of!different!committees:!
"
Yes" x" No" !
"""
Committee! Details!of!the!procedures!
Executive" Directors"are"given"independent"access"to"management"and"the"
Audit" Corporate" Secretary," as" well" as" to" external" professional" advice."
Nomination" Management" provides" Directors" complete" and" timely"
Remuneration" information" about" the" matters" in" the" agenda" of" the" meetings."
Others"(specify)" Board" materials" are" distributed" to" members" prior" to" the"
meeting."
"
6) External!Advice!!
"
Indicate! whether! or! not! a! procedure! exists! whereby! directors! can! receive! external! advice! and,! if! so,! provide!
details:!!
"
Procedures!! Details!
Directors" may" seek" for" external" advice" when" needed." The" Corporate" Secretary" also" acts" as" the"
Company’s"legal"counsel."
"
"
7) Change/s!in!existing!policies!!
"
Indicate,! if! applicable,! any! change/s! introduced! by! the! Board! of! Directors! (during! its! most! recent! term)! on!
existing!policies!that!may!have!an!effect!on!the!business!of!the!company!and!the!reason/s!for!the!change:!
"
Existing!Policies! Changes! Reason!!
N/A" N/A" N/A"
"
D. REMUNERATION!MATTERS!
"
1) Remuneration!Process!
"
Disclose!the!process!used!for!determining!the!remuneration!of!the!CEO!and!the!four!(4)!most!highly!compensated!
management!officers:!
"
Top!4!Highest!Paid!Management!
Process! CEO!
Officers!
(1)"Fixed"remuneration"
(2)"Variable"remuneration"
The" Company" engages" thirdXparty" The" Company" engages" thirdXparty"
(3)"Per"diem"allowance" services" for" industry" benchmarking" services" for" industry" benchmarking"
(4)"Bonus" purposes." Final" compensation" is" purposes." Final" compensation" is"
determined"by"the"Board"of"Directors" determined"by"the"Board"of"Directors"
(5)"Stock"Options"and"" with" the" recommendation" of" the" with" the" recommendation" of" the"
"""other"financial"" Compensation"Committee." Compensation"Committee."
"""instruments"
(6)"Others"(specify)"
21

"
"
"
2) Remuneration!Policy!and!Structure!for!Executive!and!Non]Executive!Directors!
"
Disclose! the! Company’s! policy! on! remuneration! and! the! structure! of! its! compensation! package.! Explain! how! the!
compensation!of!Executive!and!Non]Executive!Directors!is!calculated.!
"
! !Structure!of!
How!Compensation!is!
!Remuneration!Policy! Compensation!
Calculated!
Packages!
Industry"competitive"and" Fixed"and"variable"
Executive"Directors" Based"on"scope"of"role"
performance"driven" components"
As"determined"by"the" Sum"of"all"meetings"
NonXExecutive"Directors" Per"diem"per"meeting""
Board"of"Directors" attended"
"
"
Do!stockholders!have!the!opportunity!to!approve!the!decision!on!total!remuneration!(fees,!allowances,!benefits]in]
kind!and!other!emoluments)!of!board!of!directors?!
!
Per" the" Company" ByXLaws,"the"compensation"of"the"directors"shall"be"determined"and"apportioned"among"them"in"
such" manner" as" the" Board" may" deem" proper," subject" to" the" approval" of" the" stockholders" representing" at" least" a"
majority"of"the"outstanding"capital"stock."On"the"other"hand,"the"per"diem"allowance"of"the"directors"for"his"or"her"
attendance"at"each"meeting"is"determined"by"resolution"of"the"Board.""
!
Provide!details!for!the!last!three!(3)!years.!
"
Date!of!!
Remuneration!Scheme!!
Stockholders’!Approval!
N/A" N/A"
"
3) Aggregate!Remuneration!
!
Complete!the!following!table!on!the!aggregate!remuneration!accrued!during!the!most!recent!year:!
!
Non]Executive!Directors!
Executive! Independent!
Remuneration!Item! (other!than!independent!
Directors! Directors!
directors)!
(a) Fixed"Remuneration" P29.6M" X" X"
(b) Variable"Remuneration" X" X" X"
(c) Per"diem"Allowance" Inclusive" X" P825,000"
(d) Bonuses" X" X" X"

(e) Stock"Options"and/or"
other"financial" X" X" X"
instruments"
(f) Others"(Specify)" X" X" X"
Total! P29.6M! ]! P825,000!

"
"
22

"
"
! Non]Executive!Director!
Other!Benefits! (other!than!independent!
Directors! Directors!
! directors)!
1) Advances" X"
2) Credit"granted" X"
3) Pension"Plan/s"
X"
Contributions"
(d) Pension"Plans,"
X"
Obligations"incurred"
(e) Life"Insurance"Premium" X" N/A"
(f) Hospitalization"Plan" X"

(g) Car"Plan" "
(h) Others"(Specify)" X"
Total! ]!
"
"
4) Stock!Rights,!Options!and!Warrants!
!
(a) Board!of!Directors!!
!
Complete!the!following!table,!on!the!members!of!the!company’s!Board!of!Directors!who!own!or!are!entitled!to!
stock!rights,!options!or!warrants!over!the!company’s!shares:!
"
Number!of!
Number!of!Direct! Number!of!
Indirect! Total!%!from!
Director’s!Name!! Option/Rights/! Equivalent!
Option/Rights/! Capital!Stock!
Warrants! Shares!
Warrants!
N/A" N/A" N/A" N/A" N/A"
"
(b) Amendments!of!Incentive!Programs!
!
Indicate! any! amendments! and! discontinuation! of! any! incentive! programs! introduced,! including! the! criteria!
used! in! the! creation! of! the! program.! Disclose! whether! these! are! subject! to! approval! during! the! Annual!
Stockholders’!Meeting:!!
!
Date!of!!
Incentive!Program!! Amendments!!
Stockholders’!Approval!
N/A" N/A" N/A"
"
"
"
"
"
"
"
"
"
"
23

"
"
"
5) Remuneration!of!Management!
!
Identify!the!five!(5)!members!of!management!who!are!not!at!the!same!time!executive!directors!and!indicate!the!
total!remuneration!received!during!the!financial!year:!!
"
Name!of!Officer/Position! Total!Remuneration!
Rebecca"R."Arago"
Mark"E."Gamboa"
Roy"E."Quejada" Php15.2M"
Gretz"G."Rivera"
Lerry"C."Sangalang"
!
E. BOARD!COMMITTEES!
!
1) Number!of!Members,!Functions!and!Responsibilities!
!
Provide! details! on! the! number! of! members! of! each! committee,! its! functions,! key! responsibilities! and! the!
power/authority!delegated!to!it!by!the!Board:!
!
No.!of!Members!
Non] Committee!
Committee! executive! Functions! Key!Responsibilities! Power!
Director!
Director!
Director! Charter!
(ED)! (ID)!
(NED)!
• Determine"the" "
Corporation’s"
purpose,"vision,"
mission"and"
To"formulate" strategies"to"carry"
corporation’s" out"its"objectives.""
vision," • Provide"sound"
mission," strategic"policies"
strategic" and"guidelines"on"
objectives," major"capital"
policies"and" expenditure.""
procedures" • Establish"and"
that"shall" maintain"an"
Executive" 4" X" 1" X"
guide"its" investor"relations"
activities," program.""
including"the" • Adopt"a"system"of"
means"to" internal"checks"
effectively" and"balances.""
monitor" • Formulate"and"
Management’ implement"policies"
s" and"procedures"
performance."" that"would"ensure"
the"integrity"and"
transparency"of"
related"party"
transactions.""
24

No.!of!Members!
Non] Committee!
Director!
Director!
Director! Charter!
(ED)! (ID)!
(NED)!
"
"
• Check"all"financial" "
reports"against"its"
compliance"with"
both"the"internal"
financial"
management"
handbook"and"
pertinent"
accounting"
standards,"
including"
regulatory"
requirements."
• Perform"oversight"
To"assist"the" financial"
Board"in"the" management"
performance" functions"
of"its" especially"in"the"
oversight" areas"of"managing"
responsibility" credit,"market,"
for"the" liquidity,"
financial" operational,"legal"
reporting" and"other"risks"of"
process," the"Company"and"
Audit"and"Risk" 3" X" 1" Audit"and"Risk" system"of" crisis"
internal" management."
control,"audit" • PreXapprove"all"
process,"and" audit"plans,"scope"
monitoring"of" and"frequency"
compliance" one"(1)"month"
with" before"the"
applicable" conduct"of"
laws,"rules" external"audit."
and" • Perform"direct"
regulations." interface"
functions"with"the"
internal"and"
external"auditors."
• Elevate"to"
international"
standards"the"
accounting"and"
auditing"
processes,"
practices"and"
methodologies"
and"develop"the"
following"in"
relation"to"this"
25

No.!of!Members!
Non] Committee!
Director!
Director!
Director! Charter!
(ED)! (ID)!
(NED)!
reform:"(1)"
definitive"
timetable"within"
which"the"
accounting"
system"of"the"
Corporation"will"
be"100%"
International"
Accounting"
Standard"(IAS)"
compliant."(2)"An"
accountability"
statement"that"
will"specifically"
identify"officers"
and/or"personnel"
directly"
responsible"for"
the"
accomplishment"
of"such"task."
• Develop"a"
transparent"
financial"
management"
system"that"will"
ensure"the"
integrity"of"
internal"control"
activities"
throughout"the"
Corporation."
• PreXscreen"and" "
shortlist"all"
candidates"
nominated"to"
To"preXscreen" become"a"
all"candidates" member"of"the"
Nominations" 2" X" 1" Nominations"
for"Board"of" Board"of"Directors"
Directors" in"accordance"
with"the"
guidelines"on"
qualifications"and"
disqualifications.""
To"establish"a" • Designate"an" "
formal"and" amount"of"
transparent" remuneration,"
Compensation" 2" X" 1" Compensation"
procedure"for" which"shall"be"in"a"
developing"a" sufficient"level"to"
policy"on" attract"and"retain"
26

No.!of!Members!
Non] Committee!
Director!
Director!
Director! Charter!
(ED)! (ID)!
(NED)!
remuneration" the"services"of"
of"directors" qualified"and"
and"officers"to" competent"
ensure"that" directors"and"
their" officers."
compensation" • Develop"a"form"
is"consistent" on"Full"Business"
with"the" Interest"
corporation’s" Disclosure"as"part"
culture," of"the"preX
strategy"and" employment"
business" requirements"for"
environment." all"incoming"
officers."
• Provide"in"the"
Corporation’s"
annual"report,"
information"and"
proxy"statement"a"
clear,"concise"and"
understandable"
disclosure"of"
compensation"of"
its"executive"
officers"for"the"
previous"fiscal"
and"ensuing"year.""
• Review"of"the"
existing"Human"
Resources"
Development"or"
Personnel"
Handbook.""
• Disallow"any"
director"to"decide"
his"or"her"own"
remuneration"
• Ensure"validation" "
of"proxies"and"
Proxy" authorities"for"the"
X" X" X" X" "
Validation" conduct"of"
stockholders’"
meetings."
"
"
"
"
"
"
"
"
"
"
27

"
"
2) Committee!Members!
"
(a) Executive!Committee!!
"
Length!of!
No.!of! No.!of!
Date!of! Service!in!
Office! Name!! Meetings! Meetings! %!
Appointment! the!
Held! Attended!
Committee!
Chairman" Sharon"T."Fuentebella" June"2014" X" X" X" 1"year"
Member"(ED)" Robert"F."Trota" June"2014" X" X" X" 1"year"
Member"(ED)" Cristina"T."Garcia" June"2014" X" X" X" 1"year"
Member"(ID)" Antonio"Jose"U."Periquet"Jr." June"2014" X" X" X" 1"year"
Member"(ED)" Jim"T."Fuentebella" June"2014" X" X" X" 1"year"
"
(b) Audit!and!Risk!Committee!!
"
Length!of!
No.!of! No.!of!
Appointment! Attended! the!
Held!
Committee!
Chairman" Antonio"Jose"U."Periquet"Jr." June"2014" 1" 1" 100" 10"months"
Member"(ED)" Cristina"T."Garcia" June"2014 1" 1" 100" 10"months"
Member"(ED)" Carolyn"T."Salud" June"2014 1" 1" 100" 10"months"
Member"(ED)" Dave"T."Fuentebella" June"2014 1" 1" 100" 10"months"
"
Disclose!the!profile!or!qualifications!of!the!Audit!Committee!members.!
"
The" Audit" Committee" shall" compose" of" at" least" three" (3)" members" of" the" Board," one" (1)" of" whom" shall" be" an"
independent" director," who" shall" be" the" Chairman" thereof." Each" member" shall" have" adequate" understanding" at"
least"or"competence"at"most"of"the"Corporation’s"financial"management"systems"and"environment.""
"
ANTONIO!JOSE!U.!PERIQUET,!JR.!!
Mr."Periquet"served"as"the"Managing"Director"and"Head"of"Research"and"Country"Strategist"at"Deutsche"Bank"AG,"
Research"Division."He"served"with"Deutsche"Morgan"Grenfell,"Asia"Equity"(UK)"Limited,"Peregrine"Securities"(UK)"
Ltd.,"San"Miguel"Corporation"and"Center"for"Research"and"Communication."He"has"been"the"Chairman"of"Pacific"
Main"Holdings"Inc."since"1999,"Campden"Hill"Group"since"2012"and"Regis"Financial"Advisers"since"2012."He"served"
as"the"Chairman"of"Deutsche"Regis"Partners"from"1999"to"August"2010."He"has"been"an"Independent"Director"of"
DMCI" Holdings," Inc." since" August" 24," 2010" and" Ayala" Corp." since" September" 2010." He" serves" as" a" Trustee" of"
Lyceum"of"the"Philippines"University."He"has"been"an"Independent"Director"of"BPI"Capital"Corporation"since"2010,"
Philippine" Seven" Corp." since" 2010" and" BPI" Family" Bank" since" 2012." He" serves" as" an" Independent" Director" of"
Philippine" Coastal" Storage" &" Pipeline" Corp.," and" Clark" Pipeline" &" Depot" Co," Inc." He" serves" as" a" Director" of"
Capstone"Technologies"Inc.,"and"The"Straits"Wine"Company"Inc."He"has"been"an"Independent"Director"at"Bank"of"
the" Philippine" Islands" since" April" 19," 2012." Mr." Periquet" serves" as" Independent" Director" of" ABSXCBN" Holdings"
Corporation."He"has"been"a"Member"of"Advisory"Board"at"ABSXCBN"Corporation"since"June"16,"2011"and"also"has"
been"its"Member"of"Advisory"Board"since"June"16,"2011."He"is"a"Member"of"the"Global"Advisory"Council,"Darden"
School" of" Business," and" University" of" Virginia." He" served" as" an" Independent" Director" of" Active" Alliance,"
Incorporated" until" April" 2008." He" served" as" a" Director" of" Bloomberry" Resorts" Corporation" until" April" 2008" and"
Development"Bank"of"the"Philippines"from"2010"to"April"25,"2012."He"is"an"accomplished"Fund"Manager."The"Fund"
Managers"Association"of"the"Philippines"recognized"him"as"the"Best"Strategist"for"seven"consecutive"years,"from"
2003"to"2010,"and"Best"Analyst"in"2009"and"2010."He"was"also"adjudged"the"Best"Analyst"in"2004"by"Asiamoney."
Mr." Periquet" has" a" Bachelor" of" Arts" degree" in" Economics" from" Ateneo" de" Manila" University" in" 1982," M" Sc" in"
Development" Economics" degree" from" the" Oxford" University" in" 1988" and" MBA" degree" from" the" University" of"
Virginia"in"1990."
"
28

"
CRISTINA!T.!GARCIA!
Ms." Garcia" is" currently" the" Resident" Agent" and" Director" for" Finance" of" Global" Max" Services" Ltd." –" ROHQ." She"
likewise" holds" the" Directorship" and" Treasurer" positions" in" various" companies" namely:" Max’s" Ermita," Inc.," Max’s"
Food"Services,"Inc.,"Chicken’s"R"Us,"Inc.,"Max’s"Baclaran,"Inc.,"Max’s"Circle,"Inc.,"Max’s"Express"Restaurants,"Inc.,"
No" Bia," Inc.," Trofi" Ventures" Corp.," Trofi" Holdings" Corp.," Trofi" Boosters" Corp.," Max’s" SM" Marikina," Inc.," Room"
Ventures" Corp.," Max’s" Bakeshop," Inc.," Max’s" Franchising," Inc.," Max’s" Makati," Inc.," Max’s" Kitchen," Inc.," The" Real"
American" Doughnut" Company," Inc.," Fresh" Healthy" Juice" Boosters," Inc.," MGOC" Holdings," Inc.," Ad" Circles," Inc.,"
Square" Top," Inc." and" Trota," Gimenez" Realty" Corp." Ms." Garcia" holds" a" Bachelor" of" Science" degree" in" Business"
Management"from"the"Ateneo"de"Manila"University"(1986).""
!
CAROLYN!T.!SALUD!
Ms." Salud" holds" the" Directorship" and" President" position" of" Max’s" corporations" namely:" Max’s" Ermita," Inc.,"
Chicken’s"R"Us,"Inc.,"Max’s"Food"Services,"Inc.,"Max’s"Baclaran,"Inc.,"Max’s"Makati,"Inc.,"Max’s"Kitchen,"Inc.,"Max’s"
Circle," Inc.," Max’s" SM" Marikina," Inc." and" other" affiliates" such" as," Ad" Circles," Inc.," No" Bia," Inc.," Square" Top," Inc.,"
Room" Ventures," Corp.," Max’s" Express" Restaurants," Inc.," and" Max’s" Bakeshop," Inc." She" likewise" serves" as"
Chairperson" of" Fresh" Healthy" Juice" Boosters," Inc.," The" Real" American" Doughnut" Company," Inc.," Trofi" Boosters"
Corp.," Trofi" Holdings," Corp.," Trofi" Ventures," Corp.," Trota," Gimenez" Realty" Corp." and" MGOC" Holdings," Corp." Ms."
Salud"holds"a"Bachelor"of"Science"degree"in"Business"Administration"from"Assumption"College."
!
DAVE!T.!FUENTEBELLA!
Mr." Fuentebella" is" a" banking" professional," having" held" various" positions" in" BPI" Capital," Citibank," Standard"
Chartered"Bank,"and"Credit"Agricole"since"2001."He"has"been"the"Director"and"Head"of"Global"Transaction"Banking"
in" Deutsche" Bank" since" 2012." He" previously" served" as" Director" in" Max’s" Makati," Inc.," Max’s" Kitchen," Inc.," Max’s"
Sta."Mesa,"Inc."and"Square"Top,"Inc."Mr."Fuentebella"holds"a"Bachelor"of"Arts"degree"in"Economics"and"Political"
Science" from" the" University" of" California," Berkeley" and" completed" his" Master’s" Degree" in" Business" in" the" Asian"
Institute"of"Management"(AIM).""
"
Describe!the!Audit!Committee’s!responsibility!relative!to!the!external!auditor.!
"
Both"the"Audit"Committee"and"an"External"Auditor"shall"enable"an"environment"of"good"corporate"governance"as"
reflected" in" the" financial" records" and" reports" of" the" Company." In" this" regard," the" Audit" Committee" performs"
oversight"financial"management"functions"over"the"Corporation’s"internal"and"external"auditors."It"ensures"that"
the"internal"and"external"auditors"act"independently"from"each"other"and"the"both"auditors"are"given"unrestricted"
access"to"all"records,"properties"and"personnel"to"enable"them"to"perform"their"respective"audit"functions."It"also"
reviews"the"reports"submitted"by"the"internal"and"external"auditors"
"
An" External" Auditor" shall" be" selected" and" appointed" by" the" stockholders" upon" recommendation" of" the" Audit"
Committee.""
"
(c) Nominations!Committee!
"
Length!of!
No.!of! No.!of!
Held!
Committee!
Chairman" William"E."Rodgers" June"2014" X" X" X" 1"year"
Member"(ED)" Jim"T."Fuentebella" June"2014 X" X" X" 1"year"
Member"(ID)" Christopher"P."Tanco" June"2014 X" X" X" 1"year"
"
"
"
"
"
"
"
"
29

"
(d) Compensation!Committee!
"
Length!of!
Date!of! No.!of! No.!of!
Service!in!
Office! Name!! Appointme Meetings! Meetings! %!
Attended!
the!
nt! Held!
Committee!
Chairman" Antonio"Jose"U."Periquet"Jr." June"2014" X" X" X" 1"year"
Member"(ED)" Sharon"T."Fuentebella" June"2014 X" X" X" 1"year"
Member"(ED)" Carolyn"T."Salud" June"2014 X" X" X" 1"year"
"
(e) Others!(Specify)!!
!
Provide!the!same!information!on!all!other!committees!constituted!by!the!Board!of!Directors:!
"
Length!of!
No.!of! No.!of!
Held!
Committee!
N/A" N/A" N/A" N/A" N/A" N/A" N/A"
"
3) Changes!in!Committee!Members!!
"
Indicate!any!changes!in!committee!membership!that!occurred!during!the!year!and!the!reason!for!the!changes:!
"
Name!of!Committee! Name! Reason!

Executive"
Audit"
Nominations" None"
Remuneration"
Others"(specify)"
"
4) Work!Done!and!Issues!Addressed!
!
Describe!the!work!done!by!each!committee!and!the!significant!issues!addressed!during!the!year.!
!
Name!of!Committee! Work!Done! Issues!Addressed!
Executive" • Determine"the"Company’s" Various""
purpose,"vision,"mission"and"
strategies"to"carry"out"its"
objectives.""
• Provide"sound"strategic"policies"
and"guidelines"on"major"capital"
expenditure.""
• Establish"and"maintain"an"investor"
relations"program.""
• Adopt"a"system"of"internal"checks"
and"balances.""
• Formulate"and"implement"policies"
and"procedures"that"would"ensure"
the"integrity"and"transparency"of"
related"party"transactions."
Audit"and"Risk" • Assisted"the"Board"in"the" Various""
performance"of"its"oversight"
responsibility"for"the"financial"
30

Name!of!Committee! Work!Done! Issues!Addressed!
reporting"process,"system"of"
internal"control,"audit"process"
and"monitoring"of"compliance"
with"applicable"laws,"rules"and"
regulations.""
• Checked"all"financial"reports"
against"its"compliance"with"
both"the"internal"financial"
management"handbook"and"
pertinent"accounting"standards.""
• Performed"oversight"financial"
management"functions.""
• Approved"all"audit"plans"of"
external"audit.""
• Performed"direct"interface"
functions"with"internal"and"
external"auditors.""
Nominations" • The"Nominations"Committee" Various""
was"able"to"preXscreen"all"the"
nominees"based"on"the"
standard"qualifications"and"
came"up"with"shortlist"of"
candidates"nominated"to"
become"a"member"of"the"Board"
of"Directors."
Compensation" • Established"procedure"for" Various""
developing"a"policy"on"
remuneration"of"directors"and"
officers.""
• Designated"remuneration"
amount"for"directors"and"
officers.""
• Developed"a"form"on"Full"
Business"Interest"Disclosure"as"
part"of"preXemployment"
requirements"for"all"incoming"
officers.""
• Submitted"concise"and"
understandable"report"on"
disclosure"of"compensation"of"
executive"officers"as"part"
Company’s"annual"report.""
• Reviewed"the"existing"
Personnel"Handbook.""
Others"(specify)" N/A" N/A"
"
"
"
"
"
"
"
"
31

5) Committee!Program!
"
Provide!a!list!of!programs!that!each!committee!plans!to!undertake!to!address!relevant!issues!in!the!improvement!
or!enforcement!of!effective!governance!for!the!coming!year.!!
"
Name!of!Committee! Planned!Programs! Issues!to!be!Addressed!
Executive"
Audit"
A" yearly" selfXassessment" will" be" introduced" to" better" monitor" committee"
Nomination"
performance"and"further"improve"governance"standards.""
Remuneration"
Others"(specify)"
"
F. RISK!MANAGEMENT!SYSTEM!
""
1) Disclose!the!following:!
"
(a) Overall!risk!management!philosophy!of!the!company;!
"
The" Board" of" Directors" and" management" are" mindful" of" the" potential" impact" of" various" risks" to" the" Company’s"
ability"to"deliver"quality"content"across"multiple"platforms"and"consequently,"as"a"result"of"its"operations,"value"to"
shareholders."The"Company’s"corporate"strategy"formulation"and"business"decisionXmaking"processes"always"take"
into"account"potential"risks"and"the"steps"and"costs"necessary"to"minimize,"if"not"eliminate,"such"risks."As"part"of"
its" stewardship" responsibility" and" commitment" to" deliver" optimum" value" to" its" stakeholders," the" Company"
ensures"that"it"has"the"proper"control"systems"in"place,"and"to"the"extent"possible,"adopted"global"best"practices,"
to" identify," assess," analyze" and" mitigate" market," operating," financial," regulatory," community," reputational," and"
other"risks."
"
(b) A! statement! that! the! directors! have! reviewed! the! effectiveness! of! the! risk! management! system! and!
commenting!on!the!adequacy!thereof;!
"
The" Audit" and" Risk" Committee" is" tasked" to" perform" financial" management" functions" specifically" in" the" areas" of"
managing"credit,"market,"liquidity,"operational,"legal"and"other"risks"of"the"Company."This"function"shall"include"
regular" receipt" from" Management" and" evaluation" of" information" on" risk" exposures" and" risk" management"
activities."
"
(c) Period!covered!by!the!review;!!
"
The"period"covered"by"the"review"is"on"a"quarterly"basis."
"
(d) How!often!the!risk!management!system!is!reviewed!and!the!directors’!criteria!for!assessing!its!effectiveness;!
and!
"
The"Company’s"risk"management"system"is"reviewed"annually"by"the"Audit"and"Risk"Committee."
"
(e) Where!no!review!was!conducted!during!the!year,!an!explanation!why!not.""
"
Not"Applicable"
"
"
"
"
"
"
"
"
32

2) Risk!Policy!
"
(a) Company!
"
Give! a! general! description! of! the! company’s! risk! management! policy,! setting! out! and! assessing! the! risk/s!
covered!by!the!system!(ranked!according!to!priority),!along!with!the!objective!behind!the!policy!for!each!kind!
of!risk:!
"
Risk!Exposure! Risk!Management!Policy! Objective!
Economy" The"Company’s"corporate"strategy" The"Company"ensures"that"it"has"
Foreign"Exchange" formulation"and"business" the"proper"control"systems"in"
Political" decisionXmaking"processes"always" place,"and"to"the"extent"possible,"
Labor" take"into"account"potential"risks" adopted"global"best"practices,"to"
and"the"steps"and"costs"necessary" identify,"assess,"analyze"and"
Raw"Materials"Sourcing"
to"minimize,"if"not"eliminate,"such" mitigate"market,"operating,"
risks." financial,"regulatory,"community,"
reputational,"and"other"risks."
"
(b) Group!
"
Give!a!general!description!of!the!Group’s!risk!management!policy,!setting!out!and!assessing!the!risk/s!covered!
by!the!system!(ranked!according!to!priority),!along!with!the!objective!behind!the!policy!for!each!kind!of!risk:!
"
Risk!Exposure! Risk!Management!Policy! Objective!
Please"refer"to"(a)"
" "
Company"above"
"
(c) Minority!Shareholders!
"
Indicate!the!principal!risk!of!the!exercise!of!controlling!shareholders’!voting!power.!
"
Risk!to!Minority!Shareholders!
The"Company"is"committed"to"safeguarding"the"interests"and"ensuring"equitable"treatment"of"all"
shareholders" including" the" minority." Concerns" and" views" of" the" minority" are" respected" and"
addressed" accordingly." They" also" reserve" the" right" to" vote" on" certain" corporate" acts." Thus," there"
are"no"risks"to"minority"shareholders.""
"
3) Control!System!Set!Up!
"
(a) Company!!
"
Briefly! describe! the! control! systems! set! up! to! assess,! manage! and! control! the! main! issue/s! faced! by! the!
Company:!!
"
Risk!Management!and!Control!
Risk!Assessment!
Risk!Exposure!! (Structures,!Procedures,!Actions!
(Monitoring!and!Measurement!Process)!
Taken)!
While" the" local" economy" is"
expecting" stable" growth," and"
consumption" still" comprising" a"
steady" percentage" of" the" gross"
Gross"domestic"product"and"
Economy" domestic" product" of" the" country,"
consumption"growth"
the" Company" will" continue" to"
expand"its"international"operations"
to"derive"revenues"offshore."
"
33

To" mitigate" exposure" to" foreign"
exchange" fluctuations," the"
Company" has" adopted" different"
Exchange"rate"between"Peso"and" purchasing" strategies" consisting" of"
Foreign"Exchange"
Dollar" forward" buying" of" raw" materials"
and" stockpiling" to" account" for"
seasonality"and"volatility"in"cost"of"
raw"materials."
Impact" of" political" occurrences" is"
usually" localized" and" may" affect"
Political" Local"government"developments"
the" Company’s" operations" in" the"
locality"only."
The" Company" has" historically"
maintained" harmonious" working"
Labor" Wage"hikes"and"new"legislation"
relations" with" its" employees" and"
labor"groups."
To" hedge" against" price" increases"
and" to" guarantee" the" sufficiency"
and" quality" of" raw" materials"
supply," the" Company" sources" its"
raw" materials" through" and" keeps"
longXterm"contracts"with"reputable"
suppliers" with" quality"
Raw"Materials"Sourcing" Fluctuations"in"commodity"prices"
certifications." The" Company" has"
also" entered" into" strategic"
partnerships" with" select" third"
parties" to" ensure" delivery" of" raw"
materials" and" supplies" within"
agreed" price" ranges" and" quality"
specifications."
"
(b) Group!
!
Briefly! describe! the! control! systems! set! up! to! assess,! manage! and! control! the! main! issue/s! faced! by! the!
company:!!
"
Risk!Assessment! Risk!Management!and!Control!
Risk!Exposure!!
(Monitoring!and!Measurement!Process)! (Structures,!Procedures,!Actions!Taken)!
Please"refer"to"(a)"
" "
Company"above"
"
(c) Committee!
!
Identify! the! committee! or! any! other! body! of! corporate! governance! in! charge! of! laying! down! and! supervising!
these!control!mechanisms,!and!give!details!of!its!functions:!
"
Committee/Unit! Control!Mechanism! Details!of!its!Functions!
Audit"and"Risk"Committee" Regular"assessment"of"the" Perform"oversight"financial"
Company’"risk"profile" management"functions"
conducted"by"the"Internal" specially"in"the"areas"of"
Audit"Department"quarterly" managing"credit,"market,"
liquidity,"operational,"legal"and"
other"risks"of"the"Company"
and"crisis"management"
!
34

G. INTERNAL!AUDIT!AND!CONTROL!
!
1) Internal!Control!System!
"
Disclose!the!following!information!pertaining!to!the!internal!control!system!of!the!Company:!
"
(a) Explain!how!the!internal!control!system!is!defined!for!the!company;!
"
Any"action"taken"by"the"Management,"the"Board,"and"other"parties"to"manage"the"risk"and"increase"the"likelihood"
that" established" goals" and" objectives" will" be" achieved." Management" plans," organizes," and" directs" the"
performance"of"sufficient"actions"to"provide"reasonable"assurance"that"objectives"and"goals"will"be"achieved.""
"
(b) A! statement! that! the! directors! have! reviewed! the! effectiveness! of! the! internal! control! system! and! whether!
they!consider!them!effective!and!adequate;!
"
Internal" Audit" Department" is" reporting" to" the" President" &" the" CEO," functionally" and" administratively." Audit"
reports" are" furnished" to" the" President" &" the" CEO" on" a" monthly" basis." Internal" audit" function" focuses" on" store"
operations" of" all" the" brands" under" the" Pancake" House" Group," including" franchised" stores." Starting" 2015," the"
internal"audit"team"of"Pancake"House"Group"will"be"joined"by"the"internal"audit"team"of"Max's"Makati,"Inc."(MMI),"
The"Real"American"Doughnut"Company,"Inc."(TRADCI),"and"First"Healthy"Juice"Boosters,"Inc."(FHJBI)"to"form"the"
MGI"Internal"Audit"Department."The"MGI"Internal"Audit"Department"will"handle"the"audit"of"all"the"brands"under"
Max's" Group," focusing" on" the" stores." Ramon" F." Garcia" (RFG)" auditing" firm" will" continue" to" be" outsourced" to"
provide"audit"services"for"Max's"stores"under"Max's"Ermita,"Inc."(MEI)"and"Max's"Franchising,"Inc."(MFI)."
"
A" draft" of" Internal" Audit" Charter" was" submitted" to" the" Audit" Committee" for" review" and" approval." Once" the"
Internal" Audit" Charter" is" approved," it" will" require" the" Internal" Audit" Department" to" report" to" the" Audit"
Committee,"and"communicate"with"them"the"results"of"internal"audit"engagements."Audit"reports"can"enable"the"
Audit"Committee"to"assess"the"effectiveness"and"adequacy"of"the"internal"control"system.""
"
As"of"the"moment,"the"Internal"Audit"Charter"is"yet"to"be"approved"by"the"Audit"Committee."
"
(c) Period!covered!by!the!review;!
"
Internal" Audit" reviews" the" store" operations" during" the" current" year," covering" three" (3)" months" of" operations"
during"every"audit"conducted."
"
(d) How! often! internal! controls! are! reviewed! and! the! directors’! criteria! for! assessing! the! effectiveness! of! the!
internal!control!system;!and!
"
Internal"Audit"targets"to"review"the"store"operations"of"all"brands"under"Pancake"House"Group"and"Max’s"Group"
twice"a"year,"covering"three"(3)"months"of"operations"during"every"audit.""
"
(e) Where!no!review!was!conducted!during!the!year,!an!explanation!why!not.!
"
Not"Applicable.""
"
"
"
"
"
"
"
"
"
"
35

2) Internal!Audit!
"
(a) Role,!Scope!and!Internal!Audit!Function!
""
Give! a! general! description! of! the! role,! scope! of! internal! audit! work! and! other! details! of! the! internal! audit!
function.!
"
Presently," Internal" Audit" function" focuses" on" store" operations" of" all" the" brands" under" Pancake" House" Group,"
including"franchised"stores.""
"
Audit" of" companyXowned" and" jointXventured" stores" focuses" on" the" stores’" sales," cashiering" guidelines," cash"
handling"procedures,"and"food"and"beverage"inventories.""
"
Audit"of"franchised"stores"focuses"on"the"stores’"sales"and"purchases.""
"
Indicate!whether!
Name!of!Chief!
In]house!or!
Internal! Reporting!
Role! Scope! Outsource!
Auditor/Auditing! process!
Internal!Audit!
Firm!
Function!
Sales,"cash"handling" Internal"Audit"
Audit"of"companyX
procedures,"food" reports"directly"
owned"and"jointX InXhouse" Joey"P."Canillas"
and"beverage" to"the"Chairman"
ventured"stores"
inventories" &"the"CEO."
Internal"Audit"
Sales,"purchases"of"
Audit"of"franchised" reports"directly"
food"and"beverage" InXhouse" Joey"P."Canillas"
stores" to"the"Chairman"
inventories"
&"the"CEO."
"
A" draft" of" Internal" Audit" Charter" was" submitted" to" the" Audit" Committee" for" review" and" approval." The" Internal"
Audit"Charter"defines"the"responsibilities,"scope,"and"authority,"of"the"Internal"Audit"Department."The"suggested"
role"of"the"Internal"Audit"Department"in"the"Internal"Audit"Charter"is"more"comprehensive"than"the"present"audit"
function.""
"
(b) Do!the!appointment!and/or!removal!of!the!Internal!Auditor!or!the!accounting!/auditing!firm!or!corporation!to!
which!the!internal!audit!function!is!outsourced!require!the!approval!of!the!audit!committee?!
"
Yes,"the"appointment"or"removal"of"the"Internal"Auditor"or"the"accounting/auditing"firm"or"corporation"to"which"
the"internal"audit"function"is"outsourced"requires"the"approval"of"the"Audit"and"Risk"Committee."
"
(c) Discuss!the!internal!auditor’s!reporting!relationship!with!the!audit!committee.!Does!the!internal!auditor!have!
direct!and!unfettered!access!to!the!board!of!directors!and!the!audit!committee!and!to!all!records,!properties!
and!personnel?!
"
Presently," the" Internal" Audit" Department" is" reporting" to" the" President" &" the" CEO," functionally" and"
administratively.""
"
A" draft" of" Internal" Audit" Charter" was" submitted" to" the" Audit" Committee" for" review" and" approval." Once" the"
Internal" Audit" Charter" is" approved," it" will" require" the" Internal" Audit" Department" to" report" to" the" Audit"
Committee,"and"communicate"with"them"the"results"of"internal"audit"engagements.""
""
"
"
"
"
"
36

(d) Resignation,!Re]assignment!and!Reasons!
!
Disclose!any!resignation/s!or!re]assignment!of!the!internal!audit!staff!(including!those!employed!by!the!third]
party!auditing!firm)!and!the!reason/s!for!them.!
"
Name!of!Audit!Staff! Reason!
Earl"Kenneth"Padua" Career"move"for"growth"in"another"company"
"
(e) Progress!against!Plans,!Issues,!Findings!and!Examination!Trends!
"
State!the!internal!audit’s!progress!against!plans,!significant!issues,!significant!findings!and!examination!trends.!
"
All"stores"are"generally"audited"at"least"once"a"
Progress!Against!Plans!
year"
No"corrective"and"preventive"actions"were"
9
Issues ! implemented"to"address"the"recurring"audit"
findings"
Undeposited"and"missing"cash"sales"proceeds,"
10 variances"in"food"and"beverage"inventories,"cash"
Findings !
shortages"in"cash"funds,"deviations"from"cash"
handling"and"cashiering"guidelines."
CompanyXowned"stores"X"covered"the"most"
recent"three"(3)"months"during"the"time"of"audit,"
10"sample"days"for"each"month"were"tested"and"
examined.""Stores"were"audited"twice;"once"every"
six"(6)"months"
Examination!Trends! "
Franchised"stores"X"covered"the"most"recent"
three"(3)"months"during"the"time"of"audit,"all"the"
days"for"the"entire"3"months"were"tested"and"
examined."""
" "
The"relationship"among"progress,"plans,"issues"and"findings"should"be"viewed"as"an"internal"control"review"cycle"
which"involves"the"following"stepXbyXstep"activities:"
"
1) Preparation"of"an"audit"plan"inclusive"of"a"timeline"and"milestones;"
2) Conduct"of"examination"based"on"the"plan;"
3) Evaluation"of"the"progress"in"the"implementation"of"the"plan;"
4) Documentation"of"issues"and"findings"as"a"result"of"the"examination;"
5) Determination" of" the" pervasive" issues" and" findings" (“examination" trends”)" based" on" single" year" result"
and/or"yearXtoXyear"results;"
6) Conduct"of"the"foregoing"procedures"on"a"regular"basis."
"
"
"
"
"
"
"
"
"
"
"
9
"“Issues”"are"compliance"matters"that"arise"from"adopting"different"interpretations."
10
"“Findings”"are"those"with"concrete"basis"under"the"company’s"policies"and"rules."
37

(f) Audit!Control!Policies!and!Procedures!
"
Disclose!all!internal!audit!controls,!policies!and!procedures!that!have!been!established!by!the!company!and!the!
result! of! an! assessment! as! to! whether! the! established! controls,! policies! and! procedures! have! been!
implemented!under!the!column!“Implementation.”!
"
Policies!&!Procedures! Implementation!
Cashiering"Policies"and"Procedures" Compliant"with"minor"deviations"
Cash"Handling"Guidelines" Compliant"with"minor"deviations""
Guidelines"on"Food"and"Beverage"Variance" Compliant"with"deviations"
"
(g) Mechanisms!and!Safeguards!!
"
State! the! mechanism! established! by! the! Company! to! safeguard! the! independence! of! the! auditors,! financial!
analysts,!investment!banks!and!rating!agencies!(example,!restrictions!on!trading!in!the!Company’s!shares!and!
imposition!of!internal!approval!procedures!for!these!transactions,!limitation!on!the!non]audit!services!that!an!
external!auditor!may!provide!to!the!company):!
"
Auditors!!
Financial!Analysts! Investment!Banks! Rating!Agencies!
(Internal!and!External)!
Internal" Auditors" are" made" to" report" to" the" Chairman" &" CEO," to" ensure" its" independence" and"
objectivity"in"executing"their"roles"and"functions."
!
(h)! State! the! officers! (preferably! the! Chairman! and! the! CEO)! who! will! have! to! attest! to! the! Company’s! full!
compliance!with!the!SEC!Code!of!Corporate!Governance.!Such!confirmation!must!state!that!all!directors,!officers!
and!employees!of!the!company!have!been!given!proper!instruction!on!their!respective!duties!as!mandated!by!the!
Code!and!that!internal!mechanisms!are!in!place!to!ensure!that!compliance.!
!
Ms."Sharon"T."Fuentebella"X"Chairperson"
Mr."Robert"F."Trota"X"President"&"Chief"Executive"Officer"
Ms."Rebecca"R."Arago"X"Treasurer"and"Compliance"Officer!
!
H. ROLE!OF!STAKEHOLDERS!
!
1) Disclose!the!Company’s!policy!and!activities!relative!to!the!following:!
!
Policy! Activities!
"
Customers'"welfare" • The"Company"is"committed"to" • The"Company"continues"to"
delivering"consistent"and"bestXinX uplift"quality"of"product"
class"products"and"services." offerings"and"store"appearance"
as"well"as"improve"service"
platforms"to"ensure"its"
customers"of"a"superior"dining"
experience.""
Supplier/contractor"selection" • The"Company"forges"longXterm" • The"Company"transacts"with"
practice" and"mutuallyXbeneficial" suppliers"who"provide"cost"
arrangements"with"business" competitive"and"highest"level"
partners"who"shares"in"its" quality"products"and"services."
standards"on"quality,"cost"and" !
best"practices.""
Environmentally"friendly"valueX • The"Company"is"compliant"with" • The"Company"promotes"
chain"" environmental"laws"in"the" sustainability"practices"in"the"
conduct"of"its"businesses.! delivery"of"its"products"and"
services."
38

Policy! Activities!
"
Community"interaction" • "The"Company"considers"its"stores" • The"Company"launches"various"
as"places"of"convergence"that" product"promotions,"provides"
forges"and"nurtures"relationships" employment"opportunities"and"
among"surrounding"communities." relief"aid"during"times"of"
calamity"in"the"communities"
where"it"operates."
!
AntiXcorruption"programs"and" • The"Company"supports"the" • The"Company"is"compliant"with"
procedures" government’s"antiXcorruption" all"requirements"set"forth"by"
drive"and"efforts"in"nationX regulators"in"terms"of"
building.! transparency"and"governance"
as"well"as"food"safety,"
employee"welfare"and"
environmental"laws.!
Safeguarding"creditors'"rights"" • The"Company"recognizes"our" • The"Company"is"committed"to"
creditors"as"partners"of"growth.! honoring"obligations"and"
providing"necessary"
information"to"its"creditors.!
"
2) Does!the!Company!have!a!separate!corporate!responsibility!(CR)!report/section!or!sustainability!report/section?!
"
The"Company"plans"to"include"a"separate"corporate"social"responsibility"section"in"its"2015"annual"report."
"
3) Performance]enhancing!mechanisms!for!employee!participation.!
"
(a) What!are!the!Company’s!policy!for!its!employees’!safety,!health,!and!welfare?!!
"
Prior" to" employment," prospective" candidates" are" required" to" undergo" preXmedical" examination," which" includes"
tests" on" hepatitis," tuberculosis," HIV" and" use" of" illegal" drug" substances." In" addition," all" regular" employees" are"
mandated" to" submit" to" annual" physical" examinations." Routine" vaccinations," eye" checkups" and" other" healthX
related" programs" are" made" available" to" all" employees" throughout" the" year." Employee" benefits" include" life"
insurance,"health"maintenance"organization"coverage"and"various"leave"entitlements."
"
(b) Show!data!relating!to!health,!safety!and!welfare!of!its!employees.!
!
There"have"been"no"reported"casualties"or"major"injuries"sustained"by"employees"in"relation"to"the"discharge"of"
their"respective"functions."
"
(c) State!the!Company’s!training!and!development!programs!for!its!employees.!Show!the!data.!
"
The" Company" encourages" employees" to" undergo" regular" training" to" expand" knowledge" and" upgrade" skill" set."
Various"learning"opportunities"are"made"available"to"employees"across"all"positions"throughout"the"year."Notable"
programs" include" courses" on" customer" service," leadership," coaching," selling" and" account" management,"
managerial"analysis"and"channel"planning."
"
(d) State!the!Company’s!reward/compensation!policy!that!accounts!for!the!performance!of!the!Company!beyond!
short]term!financial!measures!
"
The"Company"will"be"introducing"an"Employee"Stock"Ownership"Program"to"encourage"employees"to"manage"
shortXterm"objectives"with"longXterm"goals."
"
"
"
39

4) What!are!the!Company’s!procedures!for!handling!complaints!by!employees!concerning!illegal!(including!corruption)!
and!unethical!behavior?!Explain!how!employees!are!protected!from!retaliation.!
"
The"Company"adopts"a"whistleXblowing"policy"to"enable"employees"to"elevate"issues,"raise"concerns"or"file"complaints"
pertaining"to"suspected"or"observed"malpractices"and"unethical"business"activities"without"fear"of"retaliation"through"
secured"platforms"such"as"electronic"mail,"telephone,"facsimile"or"preXarranged"meetings."If"the"whistleblower"raises"a"
genuine"concern"in"good"faith,"he"or"she"will"not"be"held"liable"in"case"the"whistleblower"is"proven"to"be"incorrect."
Complaints"received"anonymously"shall"be"considered"but"will"not"necessarily"prompt"an"investigation.""
"
I. DISCLOSURE!AND!TRANSPARENCY!
!
1) Ownership!Structure!!
!
(a) Holding!5%!shareholding!or!more!
!
Shareholder" Number"of"Shares" Percent" Beneficial"Owner"
Sharon"T."Fuentebella" 59,384,162" 5.5%" Sharon"T."Fuentebella"
"
Trofi"Ventures"Corp." 6.7%" Trofi"Ventures"Corp."
72,922,668"
"
A" total" of" 306,878,044" issued" shares" of" the" Company" are" owned" and" held" by" whollyXowned" subsidiaries" of" the"
Company."These"shares"and"all"the"beneficial"rights"and"interests"appurtenant"thereto"or"accruing"thereon"are"in"
substance"owned"and"held"by"the"Company."Otherwise"stated,"these"shares"are"effectively"treasury"shares"and"
are"in"fact"treated"as"treasury"shares"in"the"consolidated"financial"statements"of"the"Company."Accordingly,"the"
Company" is" treating" said" shares" as" “treasury" shares”" and" are" not" considering" the" same" part" of" the" outstanding"
shares"of"the"Company"for"purposes"of"calculating"the"percentage"to"total"outstanding"shares"of"the"nonXpublic"
and"public"shares"in"the"Company."
""
Number"of"" %"of"
Name"of"Senior"
Number"of"Direct"shares" Indirect"shares"/"Through" Capital"
Management"" Stock"
(name"of"record"owner)"
Rebecca"R."Arago" 18,300" X" 0.0%"
Gemma"M."Santos" X" X" "0.0%"
Peter"H."King" X" ]! 0.0%!
Corazon"C."Jacinto" X" ]! 0.0%!
Mark"E."Gamboa" 2,700" ]! """""""0.0%!
Fritz"J."Baldoria" 2,500" ]! 0.0%!
Paul"C."Cheah" 2,900" ]! 0.0%!
TOTAL! 26,400! ]! 0.0%!
!
!
!
!
!
!
!
!
!
!
!
!
40

2) Does!the!Annual!Report!disclose!the!following:!
"
Key"risks" YES!
Corporate"objectives" YES!
Financial"performance"indicators" YES!
NonXfinancial"performance"indicators" YES!
Dividend"policy"" YES!
Details"of"whistleXblowing"policy" NO!
Biographical"details"(at"least"age,"qualifications,"date"of"first"appointment,"relevant"
experience,"and"any"other"directorships"of"listed"companies)"of" YES!
directors/commissioners"
Training"and/or"continuing"education"programme"attended"by"each"
NO!
director/commissioner"
Number"of"board"of"directors/commissioners"meetings"held"during"the"year" NO!
Attendance"details"of"each"director/commissioner"in"respect"of"meetings"held" NO!
Details"of"remuneration"of"the"CEO"and"each"member"of"the"board"of"
YES!
directors/commissioners"
!
Should!the!Annual!Report!not!disclose!any!of!the!above,!please!indicate!the!reason!for!the!non]disclosure.!
!
Items"not"included"in"the"Company’s"annual"report"were"disclosed"separately."
!
3) External!Auditor’s!fee!
"
Name!of!auditor! Audit!Fee! Non]audit!Fee!
Reyes"Tacandong"&"Co." Php8,000,000.00" N/A"
!
4) Medium!of!Communication!
"
List!down!the!mode/s!of!communication!that!the!Company!is!using!for!disseminating!information.!
!
The" Company" uses" several" modes" of" communications" for" disseminating" information" to" all" shareholders" and"
stakeholders."The"following"communication"channels"are"being"utilized:"
"
a) Electronic"mail;"
b) Corporate"disclosures;"
c) Press"release;"
d) Corporate"website;"
e) Investor"meetings"and"conferences;""
f) Office"telephone"numbers;"and"
g) Annual"report."
"
5) Date!of!release!of!audited!financial!report:!!
"
The"Audited"Financial"Statements"for"period"ended"December"31,"2014"was"released"on"April"14,"2015."
"
"
"
"
"
41

6) Company!Website!
"
Does!the!company!have!a!website!disclosing!up]to]date!information!about!the!following?!
"
Business"operations" !YES!
Financial"statements/reports"(current"and"prior"years)" !YES!
Materials"provided"in"briefings"to"analysts"and"media" !YES!
Shareholding"structure" !YES!
Group"corporate"structure" !YES!
Downloadable"annual"report" !YES!
Notice"of"AGM"and/or"EGM" !YES!
Company's"constitution"(company's"byXlaws,"memorandum"and"articles"of"
!YES!
association)""
"
Should!any!of!the!foregoing!information!be!not!disclosed,!please!indicate!the!reason!thereto.!!
!
Not"applicable.!
"
7) Disclosure!of!RPT!
!
RPT" Relationship" Nature" Value"
WERCO"Holdings,"Corp."(“WERCO”)"is"the"lessor"of"a"property"in"Sucat,"Paranaque"where"a"Max’s"
Restaurant"branch"and"the"head"of"office"of"Max’s"Makati,"Inc."(“MMI”)"are"located."MMI"owns"the"Max’s"
Sucat"branch."WERCO"is"also"the"lessor"of"a"property"where"the"commissary"owned"by"Square"Top,"Inc."
(“STI”)"is"located."
Rental"and"other"lease"terms"are"at"market"rates"and"are"negotiated"and"agreed"upon"by"the"parties"at"
arm’s"length."The"parties"consider"prevailing"terms"for"comparable"properties"at"similar"locations"in"
determining"terms."
All"transactions"above"have"been"evaluated"and"executed"fairly"in"accordance"with"company’s"policies."All"
pricing,"franchise"packages,"etc."are"standard"across"all"types"of"transactions"regardless"of"who/which"
parties"are"involved."
"
When!RPTs!are!involved,!what!processes!are!in!place!to!address!them!in!the!manner!that!will!safeguard!the!interest!
of!the!company!and!in!particular!of!its!minority!shareholders!and!other!stakeholders?!
!
The" Company" has" a" policy" on" related" party" transactions" that" will" protect" the" interest" of" the" Company" and" its"
shareholders."All"related"party"transactions"are"required"to"be"executed"on"an"arm’s"length"basis"at"fair"value."
"
The"following"have"been"identified"and"are"considered"related"party"transactions:"
"
a. Transactions"between"an"entity"and"its"principal"owner(s);"
b. Transactions"between"an"entity"and"another"entity"when"both"entities"are"under"the"common"control"of"a"
single"entity"or"person;"and"
c. Transactions"in"which"the"entity"or"person"that"controls"the"reporting"entity"incurs"expenses"directly"that"
otherwise"would"have"been"borne"by"the"reporting"entity."
!
!
42

J. RIGHTS!OF!STOCKHOLDERS!
!
1) Right!to!participate!effectively!in!and!vote!in!Annual/Special!Stockholders’!Meetings!
!
(a) Quorum!
!
Give! details! on! the! quorum! required! to! convene! the! Annual/Special! Stockholders’! Meeting! as! set! forth! in! its!
By]laws.!!
"
Majority"of"the"outstanding"capital"stock"must"be"present"or"
Quorum!Required!
represented"
."
(b) System!Used!to!Approve!Corporate!Acts!
! !
Explain!the!system!used!to!approve!corporate!acts.!!
"
System!Used! By"poll"
Voting"shall"be"done"by"ballot"and"each"stockholder"entitled"to"vote"may"cast"
Description!
the"vote"to"which"the"number"of"shares"he"owns"entitles"him"
"
(c) Stockholders’!Rights!
"
List!any!Stockholders’!Rights!concerning!Annual/Special!Stockholders’!Meeting!that!differ!from!those!laid!down!
in!the!Corporation!Code.!
"
Stockholders’!Rights!under!! Stockholders’!Rights!not!in!!
The!Corporation!Code! The!Corporation!Code!
Voting!Right""
• Shareholders"shall"have"the"right"to"elect,"
remove"and"replace"directors"and"vote"on" N/A"
certain"corporate"acts"in"accordance"with"the"
Corporation"Code.""
Pre]emptive!Right!
• All"stockholders"shall"have"preXemptive"
rights,"unless"the"same"is"denied"in"the"
Articles"of"Incorporation,"the"ByXLaws"or"an"
amendment"thereto."Stockholders"shall"have"
the"right"to"subscribe"to"the"capital"stock"of"
the"Corporation."The"Articles"of" N/A"
incorporation"and/or"the"ByXLaws"shall"lay"
down"the"specific"rights"and"powers"of"
shareholders"with"respect"to"the"particular"
shares"they"hold,"all"of"which"shall"be"
protected"by"law"so"long"as"they"shall"not"be"
in"conflict"with"the"Corporation"Code.""
Power!of!Inspection!
• All"shareholders"shall"be"allowed"to"inspect"
corporate"books"and"records"including"
minutes"of"Board"meetings"and"stock"
N/A"
registries"in"accordance"with"the"Corporation"
Code"and"shall"be"furnished"with"annual"
reports,"including"financial"statements,"
without"cost"or"restrictions.""
Right!to!Information!
N/A"
• The"shareholders"shall"be"provided,"upon"
43

request,"with"periodic"reports"which"disclose"
personal"and"professional"information"about"
the"directors"and"officers"and"certain"other"
matters"such"as"their"holdings"of"the"
Corporation’s"shares,"dealings"with"the"
Corporation,"relationships"among"directors"
and"key"officers,"and"the"aggregate"
compensation"of"directors"and"officers.""
• The"minority"shareholders"shall"be"granted"
the"right"to"propose"the"holding"of"a"
meeting,"and"the"right"to"propose"items"in"
the"agenda"of"the"meeting;"provided,"that"
the"items"are"for"legitimate"business"
purposes;"and"provided"further,"that"in"order"
for"such"meeting"to"be"called,"it"must"be"
upon"instance"of"(i)"the"Board"of"Directors,"or"
at"the"request"of"shareholders"representing"a"
majority"of"the"outstanding"capital"stock;"or"
(ii)"the"President.""
• The"minority"shareholders"shall"have"access"
to"any"and"all"information"relating"to"matters"
for"which"Management"is"accountable"for"
and"to"those"relating"to"matters"for"which"
Management"shall"include"such"information"
and,"if"not"included,"then"the"minority"
shareholders"shall"be"allowed"to"propose"
Right!to!Dividends!
• Shareholders"shall"have"the"right"to"receive"
dividends"subject"to"discretion"of"the"Board.""
• The"Company"shall"be"compelled"to"declare"
dividends"when"its"retained"earnings"shall"in"
excess"of"100%"of"its"paidXin"capital"stock,"
except:"(a)"when"justified"by"definite"
corporate"expansion"projects"or"programs"
approved"by"the"Board;"or"(b)"when"the"
corporation"is"prohibited"under"any"loan" N/A"
agreement"with"any"financial"institution"or"
creditor,"whether"local"or"foreign,"from"
declaring"dividends"without"its"consent,"and"
such"consent"has"not"been"secured;"or"(c)"
when"it"can"be"clearly"shown"that"such"
retention"is"necessary"under"special"
circumstances"obtaining"in"the"Corporation,"
such"as"when"there"is"a"need"for"special"
reserve"for"probable"contingencies.""
Appraisal!Right!
• The"shareholders"shall"have"appraisal"right"or"
the"right"to"dissent"and"demand"payment"of"
the"fair"value"of"their"shares"in"the"manner"
N/A"
provided"for"under"Section"82"of"the"
Corporation"Code"of"the"Philippines,"under"
any"of"the"following"circumstances:"(a)"In"
case"any"amendment"to"the"Articles"of"
44

Incorporation"has"the"effect"of"changing"or"
restricting"the"rights"of"any"stockholders"or"
class"of"shares,"or"of"authorizing"preferences"
in"any"respect"superior"to"those"of"
outstanding"shares"of"any"class,"or"of"
extending"or"shortening"the"term"of"
corporate"existence;"(b)"In"case"of"sale,"lease,"
exchange,"transfer,"mortgage,"pledge"or"
other"disposition"of"all"or"substantially"all"of"
the"corporate"property"and"assets"as"
provided"in"the"Corporation"Code;"and"(c)"In"
case"of"merger"or"consolidation."!
It"shall"be"the"duty"of"the"directors"to"promote"
shareholder"rights"and"allow"possibilities"to"seek"
redress"for"violation"of"their"rights."They"shall"
encourage"the"exercise"of"shareholders’"voting"
rights"and"the"solution"of"collective"action"
problems"through"appropriate"mechanisms."They"
shall"be"instrumental"in"removing"excessive"costs"
and"other"administrative"or"practical"impediments"
to"shareholder’s"participating"in"meetings"and/or"
"
voting"in"person."The"directors"shall"pave"the"way"
for"the"electronic"filing"and"distribution"of"
shareholder"information"necessary"to"make"
informed"decisions"subject"to"legal"constraints.""
"
Stockholders"should"be"encouraged"to"personally"
attend"stockholder’s"meetings."If"they"cannot"
attend,"they"should"be"appraised"ahead"of"the"
time"of"their"right"to"appoint"a"proxy.""
"
Dividends!
"
Declaration!Date! Record!Date! Payment!Date!
May"12,"2014" August"22,"2014" September"18,"2014"

"
The"Board"of"Directors"declared"a"100%"stock"dividend"to"be"taken"out"of"the"increase"in"the"authorized"capital"
stock" of" the" Company" on" May" 12," 2014" and" was" subsequently" approved" by" shareholders" in" its" annual"
stockholders’" meeting" held" last" June" 10," 2014." At" a" regular" meeting" held" on" November" 10," 2015," the" Board"
approved" the" Company’s" dividend" policy." To" the" extent" practicable," MGI" shall" pay" out" dividends" to" its"
shareholders"of"at"least"20%"of"prior"year’s"net"income,"to"be"settled"within"a"30Xday"period"from"the"declaration"
date"of"such"dividends."
"
(d) Stockholders’!Participation!
"
1. State,! if! any,! the! measures! adopted! to! promote! stockholder! participation! in! the! Annual/Special!
Stockholders’! Meeting,! including! the! procedure! on! how! stockholders! and! other! parties! interested! may!
communicate!directly!with!the!Chairman!of!the!Board,!individual!directors!or!board!committees.!Include!in!
the!discussion!the!steps!the!Board!has!taken!to!solicit!and!understand!the!views!of!the!stockholders!as!well!
as!procedures!for!putting!forward!proposals!at!stockholders’!meetings.!
"
"
45

"
Measures!Adopted! Communication!Procedure!
Stockholders"are"given"the"opportunity"to"ask"
Open"Forum" questions"to"be"addressed"by"the"Board"of"
Directors"
Stockholders"have"the"right"to"move"and"
Motion"to"move"and"second" second"a"motion"related"to"the"agenda"taken"
up"during"the"meeting""
"
2. State!the!company!policy!of!asking!shareholders!to!actively!participate!in!corporate!decisions!regarding:!
a. Amendments!to!the!company's!constitution!
b. Authorization!of!additional!shares!
c. Transfer!of!all!or!substantially!all!assets,!which!in!effect!results!in!the!sale!of!the!company!
"
The"shareholders"shall"have"appraisal"right"or"the"right"to"dissent"and"demand"payment"of"the"fair"value"of"their"
shares"in"the"manner"provided"for"under"Section"82"of"the"Corporation"Code"of"the"Philippines,"under"any"of"the"
following"circumstances:""
"
• In"case"any"amendment"to"the"Articles"of"Incorporation"has"the"effect"of"changing"or"restricting"the"rights"
of" any" stockholders" or" class" of" shares," or" of" authorizing" preferences" in" any" respect" superior" to" those" of"
outstanding"shares"of"any"class,"or"of"extending"or"shortening"the"term"of"corporate"existence;"
"
• In"case"of"sale,"lease,"exchange,"transfer,"mortgage,"pledge"or"other"disposition"of"all"or"substantially"all"of"
the"corporate"property"and"assets"as"provided"in"the"Corporation"Code;"and"
"
• In"case"of"merger"or"consolidation."
""
3. Does! the! Company! observe! a! minimum! of! 21! business! days! for! giving! out! of! notices! to! the! AGM! where!
items!to!be!resolved!by!shareholders!are!taken!up?!!
"
Calling" of" AGM" was" first" disclosed" publicly" on" May" 08," 2015" and" Information" Statement" was" first" filed" with"
regulators"and"disclosed"on"May"20,"2015.""
"
a. Date!of!sending!out!notices:"May"08,"2015"
"
b. Date!of!the!Annual/Special!Stockholders’!Meeting:"June"29,"2015"
"
4. State,!if!any,!questions!and!answers!during!the!Annual/Special!Stockholders’!Meeting.!!
"
A"shareholder,"Mr."Wellington"Chua,"inquired"about"the"presence"of"the"Company’s"restaurants"and"stores"in"
private"establishments"such"as"hospitals,"universities"and"office"buildings"where"call"center"offices"are"located."
The" President" replied" that" the" Company’s" brands" are" being" marketed" in" smaller" formats" and" concepts" in"
establishments"such"as"those"mentioned"by"Mr."Chua."He"noted"that"Pancake"House"branches"are"located"in"
some" key" hospitals" and" these" branches" are" doing" well." He" further" stated" that" Management" is" aggressively"
looking"for"appropriate"locations"to"set"up"its"stores"and"reach"similar"markets."Additionally,"catering"to"the"
needs" of" the" BPO" industry" is" a" recognized" priority" for" the" Company." It" has" since" focused" on" improving" its"
delivery"services"and"online"placement"of"orders."For"one,"the"Yellow"Cab"brand"offers"a"24X7"delivery"service"
and"it"was"noted"that"the"significant"bulk"of"the"said"brand’s"night"shift"sales"come"from"the"BPO"industry.""
"
"
"
"
"
"
"
"
"
46

5. Result!of!Annual/Special!Stockholders’!Meeting’s!Resolutions!
"
Resolution! Approving! Dissenting! Abstaining!
Approval"of"the"
minutes"of"the" 100%" 00.00%" 00.00%"
previous"meetings""
Approval"of"President’s"
report"and"the"Audited"
Financial"Statements" 100%" 00.00%" 00.00%"
for"the"year"ended"
December"31,"2014"
Approval,"ratification"
and"confirmation"of"all"
the"acts"of"directors" 100%" 00.00%" 00.00%"
and"officers"during"the"
year"
Election"of"Directors" Tabulation"presented"separately"
Appointment"of"
100%" 00.00%" 00.00%"
External"Auditor""
Amendment"of"the"
Second"Article"of"the"
100%" 00.00%" 00.00%"
Amended"Articles"of"
Incorporation"
Amendment"of"the"
Title"of"the"Amended" 100%" 00.00%" 00.00%"
ByXLaws""
"
"
6. Date!of!publishing!of!the!result!of!the!votes!taken!during!the!most!recent!AGM!for!all!resolutions:!!
"
Minutes"of"the"AGM"including"result"of"the"votes"was"published"in"the"corporate"website"on"July"3,"2015."
"
(e) Modifications!
! !
State,!if!any,!the!modifications!made!in!the!Annual/Special!Stockholders’!Meeting!regulations!during!the!most!
recent!year!and!the!reason!for!such!modification:!!
"
Modifications! Reason!for!Modification!
N/A" N/A"
!
!
!
!
!
!
!
!
!
!
!
!
!
!
!
!
!
!
47

(f) Stockholders’!Attendance!
!
(i) Details!of!Attendance!in!the!Annual/Special!Stockholders’!Meeting!Held:!
"
Voting!
Procedure!
Names!of!Board! %!of!SH! %!of!SH! Total!%!of!
Type!of! Date!of! (by!poll,!
members!/!Officers! Attending!! in! SH!
Meeting! Meeting! show!of!
present! in!Person! Proxy! attendance!
hands,!
etc.)!
Sharon"T."Fuentebella"
Robert"F."Trota"
Dave"T."Fuentebella"
Carolyn"T."Salud" June"29,"
Annual" By"poll" 0.00%" 68.66%" 68.66"
Cristina"T."Garcia" 2015"
Jim"T."Fuentebella"
Antonio"U."Periquet"Jr."
Christopher"P."Tanco"
Special" None." N/A" N/A" N/A" N/A" N/A"
"
(ii) Does! the! company! appoint! an! independent! party! (inspectors)! to! count! and/or! validate! the! votes! at! the!
ASM/SSMs?!!
"
No.""
"
(iii) Do!the!Company’s!common!shares!carry!one!vote!for!one!share?!If!not,!disclose!and!give!reasons!for!any!
divergence!to!this!standard.!!
!
Yes."
!
Where!the!Company!has!more!than!one!class!of!shares,!describe!the!voting!rights!attached!to!each!class!of!
shares.!!
"
The"Company’s"common"shares"carry"one"vote"for"one"share." " "
"
(g) Proxy!Voting!Policies!
!
State! the! policies! followed! by! the! company! regarding! proxy! voting! in! the! Annual/Special! Stockholders’!
Meeting.!
!
"
Company’s!Policies!
"
Execution"and"acceptance"of"proxies" The"Company"abides"by"SRC"Rule"20"on"Disclosures"to"
Stockholders"Prior"to"Meeting"Regulations"(formerly"SRC"
Notary" Rule"20"–"The"Proxy"Rule)"on"proxy"solicitation"and"voting.""
"
Submission"of"Proxy"
Several"Proxies"
Validity"of"Proxy"
Proxies"executed"abroad"
Invalidated"Proxy"
Validation"of"Proxy"
48

"
Company’s!Policies!
"
Violation"of"Proxy"
"
(h) Sending!of!Notices!
!
State!the!company’s!policies!and!procedure!on!the!sending!of!notices!of!Annual/Special!Stockholders’!Meeting.!
"
Policies! Procedure!
Notice"of"annual"or"special"stockholders’"meeting" The"Company"shall"provide"a"copy"of"the"
shall"be"in"writing"and"contain"the"date,"time"and" Information"Statement"(SEC"Form"20XIS)"to"all"
place"of"the"meeting"to"be"sent"to"all" stockholders"of"record"prior"to"the"meeting."
stockholders"of"record"at"least"fifteen"(15)" "
business"days"prior"to"the"scheduled"annual"or"
special"stockholders’"meeting."In"addition"to"the"
date,"time"and"place"of"the"meeting,"a"statement"
of"the"agenda"to"be"taken"up"during"the"meeting"
shall"be"included"in"the"notice."
"
(i) Definitive!Information!Statements!and!Management!Report!
"
Number!of!Stockholders!entitled!to!receive!
Definitive!Information!Statements!and! 82"
Management!Report!and!Other!Materials!
Date!of!Actual!Distribution!of!Definitive!
Information!Statement!and!Management!Report!
June"05,"2015"
and!Other!Materials!held!by!market!
participants/certain!beneficial!owners!
Date!of!Actual!Distribution!of!Definitive!
Information!Statement!and!Management!Report! June"05,"2015"
and!Other!Materials!held!by!stockholders!
State!whether!CD!format!or!hard!copies!were!
Hard"copies"
distributed!
Hard"copies"of"Definitive"Information"Statement"
If!yes,!indicate!whether!requesting!stockholders!
were"provided"to"stockholders"who"requested"
were!provided!hard!copies!
during"the"Annual"Stockholder’s"meeting."
"
(j) Does!the!Notice!of!Annual/Special!Stockholders’!Meeting!include!the!following:!
"
Each"resolution"to"be"taken"up"deals"with"only"one"item." YES"
Profiles"of"directors"(at"least"age,"qualification,"date"of"first"appointment,"
experience,"and"directorships"in"other"listed"companies)"nominated"for" YES"
election/reXelection."
The"auditors"to"be"appointed"or"reXappointed." YES"
An"explanation"of"the"dividend"policy,"if"any"dividend"is"to"be"declared." YES"
The"amount"payable"for"final"dividends." YES"
Documents"required"for"proxy"vote." YES"
49

"
Should!any!of!the!foregoing!information!be!not!disclosed,!please!indicate!the!reason!thereto.!
"
2) Treatment!of!Minority!Stockholders!
!
(a) State!the!Company’s!policies!with!respect!to!the!treatment!of!minority!stockholders.!
"
Policies! Implementation!
Shareholders" have" the" right" to" elect," remove,"
replace" directors" and" vote" on" certain" corporate"
acts" in" accordance" with" the" Corporate" Code."
Voting"Right" Cumulative"voting"shall"be"used"in"the"election"of"
directors." A" director" shall" not" be" removed"
without" cause" if" it" will" deny" minority"
shareholders"representation"in"the"Board."
Shareholders" shall" have" no" preXemptive" right"
with" respect" to" issues" or" dispositions" of" the"
shares" of" the" present" capital" or" on"
future/subsequent" classes" of" shares" and"
PreXemptive"Right" increases" in" the" capital" of" the" Company."
Nevertheless,"the"Management"is"mindful"of"the"
rights" of" minority" shareholders" and" is" fully"
committed" in" ensuring" that" their" interests" are"
duly"protected.""""
All" shareholders" shall" be" allowed" to" inspect"
corporate" books" and" records" including" minutes"
of" Board" meetings" and" stock" registries" in"
Power"of"Inspection"
accordance"with"the"Corporation"Code"and"shall"
be" furnished" with" annual" reports," including"
financial"statements,"without"cost"or"restrictions.""
Shareholders" shall" be" provided," upon" request,"
with" periodic" reports," which" disclose" personal"
and"professional"information"about"the"directors"
and" officers" and" certain" other" matters" such" as"
their" holdings" of" the" Corporation’s" shares,"
dealings" with" the" Corporation," relationships"
among" directors" and" key" officers," and" the"
aggregate" compensation" of" directors" and"
officers." Minority" shareholders" shall" be" granted"
the" right" to" propose" the" holding" of" a" meeting,"
and" the" right" to" propose" items" in" the" agenda" of"
the" meeting;" provided," that" the" items" are" for"
Right"to"Information" legitimate" business" purposes;" and" provided"
further," that" in" order" for" such" meeting" to" be"
called," it" must" be" upon" the" instance" of" (i)" the"
Board" of" Directors," or" at" the" request" of"
shareholders" representing" a" majority" of" the"
outstanding"capital"stock;"or"(ii)"the"President,"in"
accordance" with" Section" 2" Article" II" of" the"
Corporation’s" ByXlaws." Minority" shareholders"
shall" have" access" to" any" and" all" information"
relating" to" matters" for" which" Management" is"
accountable"for"and"to"those"relating"to"matters"
for" which" Management" shall" include" such"
information" and," if" not" included," then" the"
50

Policies! Implementation!
minority" shareholders" shall" be" allowed" to"
propose"to"include"such"matters"in"the"agenda"of"
shareholders’" meetings," being" within" the"
definition"of"“legitimate"purposes”."
Shareholders" shall" have" the" right" to" receive"
Right"to"Dividends"
dividends"subject"to"the"discretion"of"the"Board."
Shareholders"shall"have"appraisal"right"or"the"
right"to"dissent"and"demand"payment"of"the"fair"
value"of"their"shares"in"the"manner"provided"for"
under"Section"82"of"the"Corporation"Code"of"the"
Philippines,"under"any"of"the"following"
circumstances:""
• In"case"any"amendment"to"the"Articles"of"
Incorporation"has"the"effect"of"changing"or"
restricting"the"rights"of"any"stockholders"or"
class"of"shares,"or"of"authorizing"
Appraisal"Right" preferences"in"any"respect"superior"to"those"
of"outstanding"shares"of"any"class,"or"of"
extending"or"shortening"the"term"of"
corporate"existence;"
• In"case"of"sale,"lease,"exchange,"transfer,"
mortgage,"pledge"or"other"disposition"of"all"
or"substantially"all"of"the"corporate"property"
and"assets"as"provided"in"the"Corporation"
Code;"and"
• In"case"of"merger"or"consolidation."
"
It" shall" be" the" duty" of" the" directors" to" promote" shareholder" rights," remove" impediments" to" the" exercise" of"
shareholders'"rights"and"allow"possibilities"to"seek"redress"for"violation"of"their"rights."They"shall"encourage"the"
exercise" of" shareholders'" voting" rights" and" the" solution" of" collective" action" problems" through" appropriate"
mechanisms.""
"
They" shall" be" instrumental" in" removing" excessive" costs" and" other" administrative" or" practical" impediments" to"
shareholders"participating"in"meetings"and/or"voting"in"person."The"directors"shall"pave"the"way"for"the"electronic"
filing" and" distribution" of" shareholder" information" necessary" to" make" informed" decisions" subject" to" legal"
constraints.""
"
Stockholders" should" be" encouraged" to" personally" attend" stockholders’" meetings." If" they" cannot" attend," they"
should"be"apprised"ahead"of"time"of"their"right"to"appoint"a"proxy."
"
(b) Do!minority!stockholders!have!a!right!to!nominate!candidates!for!board!of!directors?!
"
" Minority"stockholders"have"the"right"to"nominate"candidates"to"the"Board"through"the"Nomination"Committee."
"
"
"
"
"
"
"
"
"
"
51

K. INVESTORS!RELATIONS!PROGRAM!
"
1) Discuss! the! company’s! external! and! internal! communications! policies! and! how! frequently! they! are! reviewed.!
Disclose! who! reviews! and! approves! major! company! announcements.! Identify! the! committee! with! this!
responsibility,!if!it!has!been!assigned!to!a!committee.!
"
A" thirdXparty" service" provider" handles" the" external" communications" function" under" the" direct" supervision" of" the"
Company." Information" disseminated" to" the" public" through" various" platforms" such" as" media" announcements" and"
press"statements"require"Company"approval"prior"to"release."Disclosures"on"financial"and"operating"results"as"well"as"
major" corporate" undertakings" are" communicated" to" the" investing" community" and" regulators" by" the" Company’s"
investor" relations" unit." On" the" other" hand," the" Company" utilizes" email" blasts" as" its" primary" mode" of" internal"
communication."The"Company"reviews"its"external"and"internal"communications"policies"annually."
"
2) Describe! the! company’s! investor! relations! program! including! its! communications! strategy! to! promote! effective!
communication!with!its!stockholders,!other!stakeholders!and!the!public!in!general.!Disclose!the!contact!details!(e.g.!
telephone,!fax!and!email)!of!the!officer!responsible!for!investor!relations.!
"
" Details!
(1)"Objectives" The"Company"established"an"investor"relations"program"to"keep"
the"investing"public"informed"of"important"developments"in"the"
company." The" investor" relations" unit" plays" the" lead" role" in"
formulating"and"carrying"out"policies"related"to"the"disclosure"of"
relevant" information" to" the" public" and" regulators." It" also"
spearheads" the" implementation" and" monitoring" of" compliance"
to"the"company’s"manual"of"corporate"governance."
(2)"Principles" The"Company"is"strongly"committed"to"the"highest"standards"of"
disclosure" and" transparency." Material" information" that" may"
impact"the"company’"stock"price"and"valuation"such"as"financial"
and" operating" results," major" corporate" transactions" along" with"
periodic"reports"are"disclosed"to"the"public"and"regulators"in"an"
accurate"and"timely"manner.""
(3)"Modes"of"Communications" The"Company"engages"investors"and"other"stakeholders"through"
various" modes" of" communication" such" as" preXarranged" visits,"
oneXonXone" meetings," small" group" discussions," roadshows,"
teleconferences"and"email.""
(4)"Investors"Relations"Officer" Mr."Paul"C."Cheah"
Assistant"Compliance"and"Investor"Relations"Officer"
Email:"pccheah@maxsgroupinc.com"
Telephone:"7849000"local"1271"
"
3) What!are!the!Company’s!rules!and!procedures!governing!the!acquisition!of!corporate!control!in!the!capital!markets,!
and!extraordinary!transactions!such!as!mergers,!and!sales!of!substantial!portions!of!corporate!assets?!
"
It"will"be"reviewed"by"an"executive"officer"or"management"officers,"cleared"with"the"Chairman/CEO,"and"approved"by"
the"Board."
"
Name!of!the!independent!party!the!board!of!directors!of!the!Company!appointed!to!evaluate!the!fairness!of!the!
transaction!price.!
"
The" Company" engages" the" services" of" various" thirdXparty" professionals" to" evaluate" the" fairness" and" issue"
recommendations"in"all"material"company"transactions."
"
"
"
"
52

L. CORPORATE!SOCIAL!RESPONSIBILITY!INITIATIVES"
"
Discuss!any!initiative!undertaken!or!proposed!to!be!undertaken!by!the!company.!!
!!
Initiative! Beneficiary!
Project"Bag"of"Hope" Juan"Villablanca"National"High"School"in"Pastrana,"Leyte"
Claro"and"Ruby"Trota"Memorial"Foundation" Scholarships"to"various"students"
Krispy"Kreme"“Joy"in"a"Box”" Victims"of"Typhoon"Glenda"
Edgardo"S."Trota"Memorial"Foundation" Scholarships"to"various"students"
!
M. BOARD,!DIRECTOR,!COMMITTEE!AND!CEO!APPRAISAL!
!
Disclose! the! process! followed! and! criteria! used! in! assessing! the! annual! performance! of! the! board! and! its!
committees,!individual!director,!and!the!CEO/President.!
"
! Process! Criteria!
Board!of!Directors!
The"Company"will"be"introducing"selfXassessment"questionnaires"in"
Board!Committees!
the" future" to" evaluate" the" performance" of" the" Board" and" Board"
Individual!Directors!
committees"on"a"yearly"basis."
CEO/President!
"
N. INTERNAL!BREACHES!AND!SANCTIONS!
!
Discuss!the!internal!policies!on!sanctions!imposed!for!any!violation!or!breach!of!the!corporate!governance!manual!
involving!directors,!officers,!management!and!employees!
!
Violations! Sanctions!
To"strictly"observe"and"implement"the"provisions"of"this"Manual,"the"following"penalties"shall"be"imposed,"after"
notice"and"hearing,"on"the"Corporation’s"directors,"officers,"staff,"subsidiaries"and"affiliates"and"their"respective"
directors,"officers"and"staff"in"case"of"violation"of"any"of"the"provisions"of"this"Manual:""
"
• "In"case"of"first"violation,"the"subject"person"shall"be"reprimanded.""
• "Suspension"from"office"shall"be"imposed"in"case"of"second"violation."The"duration"of"the"suspension"
shall"depend"on"the"gravity"of"the"violation.""
• "For"third"violation,"the"maximum"penalty"of"removal"from"office"shall"be"imposed.""
"
The"commission"of"a"third"violation"of"this"Manual"by"any"member"of"the"Board"of"the"Corporation"or"its"
subsidiaries"and"affiliates"shall"be"a"sufficient"cause"for"removal"from"directorship."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" for" such" violation," for" further" review" and" approval" of" the"
Board.""
"
53


Maxs Group Inc - Description

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Maxs Group Inc - Description

Uploaded by

Copyright:

Available Formats

LEGAL STATEMENT

The Information contained within the Service is either licensed from

Except as otherwise permitted in the agreement (if any) between

MAX’S GROUP, INC.

11/F Ecoplaza Building

Form 17-A Annual Report

December 31, 2015

EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

1. For the year ended December 31, 2015

2. SEC Identification Number A2000-03008

3. BIR Tax Identification No. 205-357-210-000

4. Exact name of registrant as specified in its charter MAX’S GROUP, INC.

6. (SEC Use Only)

Number of Shares of Common Stock

Max’s Group, Inc. 1,087,082,024 Shares

Philippine Stock Exchange Common shares

EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

Number of Shares Owned by Non-Affiliates (Public) 242,392,378

APPLICABLE ONLY TO ISSUERS INVOLVED IN

DOCUMENTS INCORPORATED BY REFERENCE

(a) Any annual report to security holders;

(c) Any prospectus filed pursuant to SRC Rule 8.1-1.

EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business 1-32

PART II - OPERATIONAL AND FINANCIAL INFORMATION

PART III - CONTROL AND COMPENSATION INFORMATION

Item 9 Directors and Executive Officers of the Issuer 60-65

PART IV - EXHIBITS AND SCHEDULES

STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR 74

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY 75

EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

Nature of Business and Brief Historical Background

The Star Brands

EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

Stores 2013 2014 2015

EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

Name of Joint Venture Date Established/Start of Commercial

Pancake House, Inc. 60%

PCK Bel-Air, Inc.

Pancake House, Inc. 51%

PCK Boracay, Inc.

Bernadette C. Abierra 20%

PCK LFI, Inc.

Pancake House, Inc. 70%

Pancake House, Inc. 51% Incorporated on 01/11

PCK Estancia Capitol Inc.

Max’s Group Inc. 60% Incorporated on ___

EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

Stores 2013 2014 2015

Yellow Cab Pizza

Stores 2013 2014 2015

EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

Name of Joint Venture % JV Store Date Established/

Yellow Cab Food Corp. 55% Incorporated on 11/12

Stores 2013 2014 2015

EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

Name of Joint Venture % Date Established/

Teriyaki Boy Group, Inc. 51%

Teriyaki Boy Group, Inc. 40%

Ian Henry Cang 20%

EMISPDF ateneo@edu from 202.125.103.33 on 2019-05-18 08:52:22 BST. DownloadPDF.

Teriyaki Boy Group, Inc. 60%