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2. GOVERNANCE & BOARD REPRESENTATION

We believe in active, high-value partnerships. The investor is not merely a source of capital but a strategic advisor to the VMH vision.

• Board Seat: The Investor (or lead investor group) is entitled to one (1) seat on the five-member Board of Directors.

• Protective Veto Rights: Consent from the Investor Director is required for major corporate actions, including:

  • Changes to the company’s Articles of Incorporation.

  • Issuance of new debt exceeding ₱20,000,000.

  • Approval of any merger, acquisition, or sale of the company’s primary assets.

3. DIVIDEND POLICY & CASH FLOW

Mega-Hub Project is designed to be a high-yield asset. Once the facility reaches "Stabilized Operations" (Projected Month 18), a formal dividend policy is triggered.

• Distribution Ratio: 40% of Net Annual Profit shall be distributed to shareholders.

• Frequency: Dividends are calculated annually and distributed Quarterly to ensure consistent liquidity for the investor.

• Share of Profits: As a 25% shareholder, the investor receives a direct pro-rata share of all distributions.

4. CAPITAL PROTECTION (THE "SAFETY NET")

To de-risk the investment, the ₱450M is governed by strict "Use of Proceeds" protocols:

• Salary Escrow (₱70M): Dedicated funds for 18 months of payroll for the 155-man staff are held in a restricted account, ensuring operational continuity regardless of early-stage sales velocity.

• Asset-Backed Security: Approximately 62% of the total investment is allocated to hard, liquidatable assets (VNA Infrastructure, Cold-Chain equipment, and a 75-vehicle fleet).

5. THE EXIT STRATEGY (LIQUIDITY)

Our 5-to-7-year roadmap leads to a definitive liquidity event.

• Tag-Along Rights: If the Founders receive an offer to sell their majority stake, the Investor has the right to "tag along" and sell their shares on the same terms and valuation.

• Right of First Refusal (ROFR): Existing shareholders maintain the first right to purchase any shares offered for sale by other members.

• Target Exit Paths: 1. Strategic Acquisition: Sale to a national retail conglomerate or global logistics firm. 2. IPO: Listing on the Philippine Stock Exchange (PSE) as a Logistics/REIT hybrid.

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