SECURITIES AND EXCHANGE COMMISSION - Jollibee · SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS Information Statement Pursuant to Section 20 of The Securities Regulations Code

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SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS

Information Statement Pursuant to Section 20 of The Securities Regulations Code

1. Check the appropriate box: Preliminary Information Statement Definitive Information Statement 2. Name of Company as specified in its charter: JOLLIBEE FOODS CORPORATION

3. Province, country or other jurisdiction of incorporation or organization: MANILA, PHILIPPINES 4. SEC Identification Number: 77487 5. BIR Tax Identification Code: 000-388-771 6. Address of principal office: 10/F JOLLIBEE PLAZA BLDG., EMERALD AVE., PASIG CITY

7. Company’s telephone number, including area code: (632) 634-1111 8. Date, time and place of the meeting of security holders:

JUNE 28, 2013 AT 2:00 PM, PSE AUDITORIUM, PSE BUILDING, EXCHANGE ROAD, ORTIGAS CENTER, PASIG CITY

9. Approximate date on which the Information Statement is first to be sent or given to security holders: JUNE 5, 2013.

10. In case of Proxy Solicitations:

Name of Person Filing the Statement/Solicitor: N/A Address and Telephone Number: N/A

10. Securities registered pursuant to Sections 4 and 8 of the RSA (information on number of shares and

amount of debt is applicable only to corporate registrants):

Note: Total outstanding common shares inclusive of 244,573 MSOP shares exercised by employee participants, to be deducted from the 1,000,000 MSOP shares (per PSE disclosure No. WLIST_2012000017673 dated November 9, 2012) lodged with Deutsche Regis Partner’s Inc. on November 9, 2012. It also includes 785,765 ELTIP shares exercised by employee participants, to be deducted from the 1,400,000 shares (per PSE Disclosure No. WLIST_2012000011273 dated July 9, 2012) lodged also with Deutsche Regis Partner’s Inc. on July 9, 2012.

11. Are any or all of Company's securities listed in the Philippine Stock Exchange?

Title of each Class

Number of shares of Common stock outstanding

Common 1,046,224,587 Treasury Shares: Common 16,447,340

Yes No

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GENERAL INFORMATION

NO SOLICITATION SHALL BE CONDUCTED AND NO PROXIES SHALL BE SOLICITED FOR PURPOSES OF THE COMPANY’S REGULAR STOCKHOLDERS’ MEETING TO BE HELD ON JUNE 28, 2013.

DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS

The Annual Stockholders’ Meeting of Jollibee Foods Corporation (the “Company”) will be held on June 28, 2013 at 2:00 p.m. at the PSE Auditorium, Pasig City (the “Meeting”). This Information Statement shall be first distributed to the stockholders of record as of May 31, 2013 on or before June 5, 2013. The Company’s mailing address is at the 10/F Jollibee Plaza Building, Emerald Avenue, Ortigas Center, Pasig City, Metro Manila DISSENTERS’ RIGHT OF APPRAISAL There are no corporate matters or actions that will entitle dissenting stockholders to exercise their right of appraisal as provided in Title X of the Corporation Code. In any event, the Company shall observe the procedure set forth in Title X of the Corporation Code with respect to a dissenters’ right of appraisal.1 INTERESTS OF PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

None of the directors or officers of the Company, or any nominee to the Board of Directors or any associate of the foregoing persons have substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon during the Meeting. Likewise, there are no persons who have substantial interest, directly or indirectly in any matter to be acted upon, other than elections to office. There is no director who has informed the Company in writing that he or she intends to oppose any action to be taken by the Company at the meeting.

1 Section 82. How right is exercised. – The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate action, by making a written demand on the corporation within thirty (30) days after the date on which the vote was taken for payment of the fair value his shares: Provided, That failure to make the demand within such period shall be deemed a waiver of the appraisal right. If the proposed corporate action is implemented or affected, the corporation shall pay to such stockholder, upon surrender of the certificate or certificates of stock representing his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. If within a period of sixty (60) days from the date the corporate action was approved by the stockholders, the withdrawing stockholder and the corporation cannot agree on the fair value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom shall be named by the stockholder, another by the corporation, and the third by the two thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by the corporation within thirty (30) days after such award is made; Provided, That no payment shall be made to any dissenting stockholder unless the corporation has unrestricted retained earnings in its books to cover such payment: and Provided, further, That upon payment by the corporation of the agreed or awarded price, the stockholder shall forthwith transfer his shares to the corporation.

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

(a) The Company has, as of the date of the preparation of this Report, 1,046,195,554 2 outstanding common shares of stock and each share is entitled to one vote.

(b) Pursuant to the Resolution of the Board of Directors at a meeting held on May 14, 2013 the

Board fixed May 31, 2013 as the record date for purposes of determining stockholders entitled to notice of and to vote at the Meeting.

(c) Pursuant to Article III, Section 2 of the Company’s by-laws, a stockholder may vote during

the Meeting either in person or by proxy.

Applying Section 24 of the Corporation Code, each stockholder may vote in any of the following manner:

1) He/she may vote such number of shares for as many persons as there are directors to be elected;

2) He/she may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by his shares; or

3) He/she may distribute them on the same principle among as many candidates as he shall see fit.

In any of the foregoing instances, the total number of votes cast by the shareholder shall not exceed the number of shares owned by him/her as shown in the books of the Company multiplied by the whole number of directors to be elected.

(d) Security Ownership of Certain Record and Beneficial Owner and Management Security Ownership of Certain Record and Beneficial Owners (as of April 30, 2013):

Title of Class

Name and Address of Record Owner

Name of Beneficial Owner and Relationship with Record Owner

Citizenship No. of Shares Held

Percent

Common Hyper Dynamic Corporation 6th Floor Jollibee Center San Miguel Ave., Pasig City

Majority of the shares in Hyper Dynamic Corporation are owned or controlled by Tony Tan Caktiong and certain relatives within the second degree of consanguinity or affinity.

Filipino 273,218,750 26.12

Common PCD Nominee Corporation G/F Makati Stock Exchange

Approximately 646,528 scripless

Non-Filipino

306,294,5643

29.28

2 As of May 16, 2013. 3 Net of indirect shares of JFC directors and officers.

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Title of Class

Name and Address of Record Owner

Name of Beneficial Owner and Relationship with Record Owner

Citizenship No. of Shares Held

Percent

6767 Ayala Ave., Makati City shares lodged with Deutsche Regis Partners Inc. are owned by Queenbee Resources Corporation, a special purpose vehicle which is the issuer of warrants over such shares.

Common Honeysea Corporation 6th Floor Jollibee Center San Miguel Ave., Pasig City

Majority of the shares in Hyper Dynamic Corporation are owned or controlled by Tony Tan Caktiong and certain relatives within the second degree of consanguinity or affinity.

Filipino 127,743,747 12.21

Common PCD Nominee Corporation G/F Makati Stock Exchange 6767 Ayala Ave., Makati City

Filipino 76,460,0554

7.31

Common Winall Holding Corporation Jollibee Centre, San Miguel Avenue Ortigas Center Pasig City

Majority of the shares in Winall Holding Corporation are owned or controlled by certain relatives within the fourth degree of consanguinity or affinity.

Filipino 54,140,736 5.18

Security Ownership of Directors (as of April 30, 2013):

Name and Position Citizenship Nature of Beneficial

Ownership

Number of Shares

Percent of Class

Tony Tan Caktiong

Filipino

Direct -

14,715,203

Total: 1.46%

Chairman, President and Chief Executive Officer

Indirect (through Deutsche)

564,000

4 Net of indirect shares of JFC directors and officers.

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Ownership

Number of Shares

Percent of Class

Ernesto Tanmantiong

Filipino

Direct

4,178,951

Total: 0.44%

Treasurer, Executive Vice-President and Chief Operating Officer


457,019

William Tan Untiong

Filipino

Direct

6,607,722

Total: 0.66%

Corporate Secretary and Vice-President for Real Estate


279,667

Ang Cho Sit

Filipino

Direct

11

Total: 0.0%

Director Indirect (through Deutsche)

Antonio Chua Poe Eng

Filipino

Direct

1

Total: 0.2%

Director (Indirect through Honeyworth)5

2,513,665

C.J. Artemio V. Panganiban

Filipino

Direct

0


1 Total: 0.0%

Felipe B. Alfonso6

Filipino

Direct

1

Total: 0.0%


0

Monico Jacob

Filipino

Direct

100

Total: 0.0%


0

Cezar P. Consing

Filipino

Direct

1

Total: 0.0%


0

5 As disclosed in Antonio Chua Poe Eng’s SEC Form 23-B. 6 Mr. Alfonso passed away on April 5, 2013.

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Security Ownership of Corporate Officers (as of April 30, 2013):


Ownership

Number of Shares

Percent of Class

Ysmael V. Baysa

Filipino

Direct

511,667

Total: 0.0%

Chief Finance Officer, Vice President for Corporate Finance

Indirect (through Deutsche

0

John Victor R. Tence

Filipino

Direct

100,000

Total: 0.0%

Vice President for Corporate Human Resources


38,095

Daniel Rafael Ramon Gomez

Filipino

Direct

0

Total: 0.0%

Vice President for Corporate Marketing


0

The aggregate number of shares directly owned by all officers and directors as a group as of April 30, 2013 is 37,579,286 shares or approximately 3.6% of Company’s outstanding capital stock (net of treasury shares). There is no voting trust agreement or any similar agreement for persons holding more than 5% of a class. There is no arrangement that may result in a change in control of Company.

(e) There has been no change in control of the Company since the beginning of its last fiscal year.

DIRECTORS AND EXECUTIVE OFFICERS (a) Directors and Executive Officers The Company’s directors are: TONY TAN CAKTIONG Mr. Tan Caktiong, born in 1953, 60, Filipino, is the Chairman of the Board of Directors of the Company. He has been a member of the Board since 1978, and is the President and Chief Executive Officer. He is also a member of the Executive Committee of the Board of Directors. Other directorships and trusteeships are:

Director Fresh N’Famous Foods, Inc. Director Mang Inasal Phils., Inc.

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Director Coffeetap Corporation Director BK Titans, Inc. Director PFN Holdings, Corp. Director Perf Restaurants, Inc. Director Perf Trinoma, Inc. Director Perf MOA Pasay, Inc. Director RRB Holdings, Inc. Director Red Ribbon Bakeshop, Inc. Director Honeybee Foods Corp. Director Red Ribbon Bakeshop Inc. (USA) Director Doubledragon Properties Corp. Director Honeystar Holdings Corp. Director Chanceux, Inc. Director Jollibee Worldwide Pte. Ltd. Director Belmont Enterprises Ventures Ltd. Director Jollibee International (BVI) Ltd. Director WJ Investments Limited Director JSF Investments Pte. Ltd. Director Golden Plate Pte. Ltd. Director Golden Beeworks Pte. Ltd. Director SF Vung Tau Joing Stock Company Director Blue Sky Holdings Ltd. Director Southsea Binaries Limited Director Jollibee Foods Processing Pte. Ltd. Director Jollibee (China) Food & Beverage Management Co. Ltd. Director Guangxi San Pin Wang Food & Beverage Co. Ltd. Director Beijing New Hongzhuangyuan Food & Beverage

Management Co. Ltd. Director Shanghai Yong He King Food & Beverage Management

Co. Ltd. Director Hangzhou Yonghe Food and Beverage Co. Ltd. Director Hangzhou Yongtong Food and Beverage Co. Ltd. Director Tianjin Yong He King Food & Beverage Co. Ltd. Director Beijing Yong He King Food and Beverage Co. Ltd. Director Shenzhen Yong He King Food and Beverage Co. Ltd. Director Wuhan Yonghe King Food and Beverage Co. Ltd. Director Jollibee Foods Processing (Anhui) Co. Ltd. Director Yong He Holdings Co. Ltd. Director Centenary Ventures Limited Director Colossus Global Limited Director Granite Management Limited Director Cosmic Resources Limited Director All Great Resources Limited Director Eastpower Resources Limited Director Eaglerock Developments Limited Director Shanghai Belmont Enterprises Management & Adviser

Co. Ltd. Director Honeysea Corporation Director Hyper Dynamic Corporation Director Mainspring Resources Corporation Director Mary’s Foods Corporation

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Director Queenbee Resources Corporation Director First Gen Corporation Director Centregold Corporation Director Philippine Long Distance Telephone Company Board Member Temasek Foundation Trustee Asian Institute of Management Trustee St. Luke’s Medical Hospital Trustee Philippine Academy of Sakya, Inc. Member Chief Executives Organization, Inc. Member World Presidents’ Organization Founding Convenor Philippine Business for Education

WILLIAM TAN UNTIONG Mr. Tan Untiong, born in 1953, 60, Filipino, has been the Corporate Secretary of the Company since 1994, and a member of the Board since 1993. He is a member of the Executive, Audit and Finance Committees of the Board of Directors. Mr. Tan Untiong has also been the Vice President for Real Estate since 1989. Other directorships are:

Director Fresh N’Famous Foods, Inc. Director Mang Inasal Phils., Inc. Director Coffeetap Copooration Director BK Titans, Inc. Director RRB Holdings, Inc. Director Red Ribbon Bakeshop, Inc. Director Honeybee Foods Corp. Director Grandworth Resources Corporation Director Zenith Foods Corp. Director Red Ribbon Bakeshop Inc. (USA) Director Doubledragon Properties Corp. Director Honeystar Holdings Corp. Director Chanceux, Inc. Director JC Properties & Ventures Corporation Director Jollimart Corporation Director Beeguards Corporation Director Honeyworth Corporation Director Mainspring Resources Corporation Director Queenbee Resources Corporation Director Zenith Foods Corporation Director Antares Holdings, Inc. Director Hyper Dynamic Corporation Director Kingsworth Corporation Director Honeysea Corporation Director Honeyworth Corporation Director Centregold Corporation Director Adgraphix, Inc. Director Belmont Enterprises Ventures Ltd. Director Golden Plate Pte. Ltd.

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Director Jollibee (China) Food & Beverage Management Co. Ltd. Director Shanghai Yong He King Food & Beverage Management

Co. Ltd. Director Hangzhou Yonghe Food and Beverage Co. Ltd. Director Tianjin Yong He King Food & Beverage Co. Ltd. Director Beijing Yong He King Food and Beverage Co. Ltd. Director Shenzhen Yong He King Food and Beverage Co. Ltd. Director Wuhan Yonghe King Food and Beverage Co. Ltd. Director Yong He Holdings Co. Ltd. Director Centenary Ventures Limited Director Colossus Global Limited Director Granite Management Limited Director Cosmic Resources Limited Director Eastpower Resources Limited Director Eaglerock Developments Limited

ERNESTO TANMANTIONG Mr. Tanmantiong, born in 1958, 55, Filipino, has been a member of the Board since 1987, and is presently the Treasurer of the Company. He is also a member of the Executive, Nomination and Compensation Committees of the Board of Directors. Mr. Tanmantiong is the Executive Vice-President and Chief Operating Officer (“COO”), JFC Philippines. The heads of the Jollibee, Chowking, Greenwich and Red Ribbon brands in the Philippines report to Mr. Tanmantiong in his capacity as COO. Mr. Tanmantiong is also the point person for the joint ventures (Mang Inasal and Burger King). Additionally, Mr. Tanmantiong has responsibilities over the Corporate Functions. Other directorships are:

Director Fresh N’Famous Foods, Inc. Director Mang Inasal Phils., Inc. Director BK Titans, Inc. Director PFN Holdings, Corp. Director Perf Restaurants, Inc. Director Perf Trinoma, Inc. Director Perf MOA Pasay, Inc. Director Red Ribbon Bakeshop, Inc. Director Zenith Foods Corp. Director Honeybee Foods Corp. Director Red Ribbon Bakeshop Inc. (USA) Director Honeystar Holdings Corp. Director Chanceux, Inc. Director Adgraphix, Inc. Director Grandworth Resources Corp. Director Jollibee Worldwide Pte. Ltd. Director Belmont Enterprises Ventures Ltd. Director Jollibee International (BVI) Ltd. Director Jollibee Hong Kong Ltd. Director Hanover Holdings Ltd. Commissioner P.T. Jollibee Indonesia Director Jollibee Vietnam Co. Ltd. Commissioner P.T. Chowking Indonesia

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Director Golden Plate Pte. Ltd. Director Golden Beeworks Pte. Ltd. Director Jollibee (China) Food & Beverage Management Co. Ltd. Director Shanghai Yong He King Food & Beverage Management

Co. Ltd. Director Hangzhou Yonghe Food and Beverage Co. Ltd. Director Tianjin Yong He King Food & Beverage Co. Ltd. Director Beijing Yong He King Food and Beverage Co. Ltd. Director Wuhan Yonghe King Food and Beverage Co. Ltd. Director Yong He Holdings Co. Ltd. Director Centenary Ventures Limited Director Colossus Global Limited Director Granite Management Limited Director Cosmic Resources Limited Director All Great Resources Limited Director Eastpower Resources Limited Director Eaglerock Developments Limited Director Kingsworth Corporation Director Tutuban Chow Foods Corporation Director Antares Holdings, Inc. Director Hyper Dynamic Corporation Director Mary’s Foods Corporation Director Centergold Corporation Director Honeysea Corporation Director Queenbee Resources Corporation Director Winall Holdings Corporation Director Beeguards Corporation Director Mainspring Resources Corporation

ANG CHO SIT Mr. Ang, born in 1950, 63, Filipino, has been a member of the Board since 1978. He is a member of the Nomination Committee of the Board of Directors. Other directorships are:

Director Venice Corporation Director Grandworth Resources Corporation Director A-Star Holding Company Director Longshore Corporation Director Hyper Dynamic Corporation Director Freemont Foods Corp.

ANTONIO CHUA POE ENG Mr. Chua Poe Eng, born in 1948, 65, Filipino, has been a member of the Board since 1978. He is a member of the Audit Committee of the Board of Directors. Other directorships are:

Chairman, President Honeyworth Corporation

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Director Albany Resources Corporation Director Hyper Dynamic Corporation

RET. CHIEF JUSTICE ARTEMIO V. PANGANIBAN Mr. Panganiban, born in 1936, 76, was elected to the Board of Directors in 2012. Mr. Panganiban was the Chief Justice of the Philippine Supreme Court from 2005 to 2006. Concurrent with his position as Chief Justice, he was also the Chairperson of the Presidential Electoral Tribunal, the Judicial and Bar Council and the Philippine Judicial Academy. Mr. Panganiban is a member of the Executive and Compensation Committees and is the Chairman of the Nomination Committee. Other directorships and affiliations are:

Independent Director Meralco Independent Director Petron Corporation Independent Director Bank of the Philippine Islands Independent Director First Philippine Holdings Corp. Independent Director Metro Pacific Tollways Corp. Independent Director Metro Pacific Investment Corp. Independent Director GMA Holdings Independent Director Asian Terminals Independent Director Robinsons Land Corp. Independent Adviser Philippine Long Distance Telephone Co.

(PLDT) Senior Adviser Metropolitan Bank and Trust Company Chairman, Board of Advisers Metrobank Foundation Chairman, Board of Trustees Foundation for Liberty and Prosperity; and

Philippine Dispute Resolution Center, Inc. President Manila Cathedral – Basilica Foundation Adviser Mapua Blue Falcon Honor Society Adviser Dela Salle University College of Law Adviser Asian Institute of Management Corporate

Governance Center Adviser World Bank Adviser Johann Strauss Society

FELIPE B. ALFONSO Mr. Alfonso, born in 1937, 7 76, Filipino, has been a member of the Board since 1995, and was an Independent Director of the Company. Mr. Alfonso was a member of the Executive and Audit Committees of the Board of Directors and chairs the Compensation Committee. Mr. Alfonso was Vice Chairman of the Board of Trustees of the Asian Institute of Management. Other directorships, trusteeships and affiliations were:

Vice Chairman, Board of Trustees, Executive Director

Asian Institute of Management Scientific Research Foundation, Inc.

7 Mr. Alfonso passed away on Friday, April 5, 2013.

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Director AIG Global Fund, Inc. Director Andorra Ventures Corporation Director Bacnotan Consolidated Industries, Inc. Chairman, Director e-Meralco Ventures, Inc. Director First Philippine Realty Corporation Director First Private Power Corporation Director Franklin Baker Company of the Philippines Director Lopez Holdings Corporation Director PHILAM Bond Fund, Inc. Director PHILAM Dollar Bond Fund, Inc. Director PHILAM Managed Income Fund, Inc. Director PHILAM Fund, Inc. Director Strategic Growth Fund, Inc. Director Philippine Investment Management, Inc. Member RP Thailand Business Council Co-Vice Chair, Executive Committee

Philippine Malaysia Business Council

Chairman STI, Inc. Founding Governor and Chairman

STI – Information and Communications Technology Academy

Trustee Coca-Cola Foundation of the Philippines Trustee First Philippine Conservation, Inc. Trustee Knowledge Channel Foundation, Inc. President Lopez Group Foundation, Inc. Trustee Philippine Foundation for Global Concerns, Inc. Trustee STI Foundation

MONICO JACOB Mr. Jacob, born in 1945, 68, Filipino, has been a member of the Board since 2001. Mr. Jacob is an Independent Director and is a member of the Finance of the Board of Directors. He is also the chair of the Audit Committee. Other directorships are:

President and Chief Executive Officer STI Education Services Group Concurrent Chairman Informations and Communications

Technology Academy (iAcademy) President and Chief Executive Officer PhilPlans First, Inc. President and Chief Executive Officer Philhealth First, Inc. Chairman Global Resource for Outsourced Workers,

Inc. Chairman Accent/STI Banawe Management, Inc. Director Advent Capital and Finance Corporation Director Mindanao Energy Systems Director Phoenix Petroleum Philippines Director Philippine Dealing Systems Director STI-Universal Workers, Inc.

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CEZAR P. CONSING Mr. Consing, born in 1960, 52, Filipino, was elected as an Independent Director of the Company in 2010. He is the chair of the Finance Committee of the Board of Directors. Mr. Consing is the president of the Bank of the Philippine Islands effective. Before this, Mr. Consing was a partner with The Rohatyn Group, a New York-based investment management company, and was an investment banker with J.P. Morgan & Co. from 1985 to 2004. Other directorships are:

Director Premier Development Bank Director Bank of the Philippine Islands Director CIMB Group Holdings Director CIMB Group And. Berhad Director First Gen Corporation

Attendance in Board Meetings in 2012 In 2012, the Board of Directors met six (6) times during the period from January to December. Mr. Tan Caktiong, Mr. Tan Untiong, Mr. Chua Poe Eng and Mr. Consing each had one absence. Independent Directors In connection with SEC Memorandum Circular No. 9 (s. 2011), an independent director can serve for five (5) consecutive years, provided that service for a period for at least six (6) months shall be equivalent to one (1) year, regardless of the manner by which the position as relinquished or terminated. After completion of the five-year period, an independent director shall be ineligible for election as such for two (2) years. After serving as independent director for ten (10) years, he or she shall be perpetually barred from being elected as such in the Company. This shall be applicable to all independent directors elected as of June 2012. Independent Adviser – Board of Directors Mr. Washington SyCip is an Independent Adviser to the JFC Board of Directors. The Certifications of Independent Directors are attached hereto as Annex “E” The Company’s directors were nominated and voted for by the stockholders during the Company’s Annual Stockholders’ Meeting on June 22, 2012. CORPORATE OFFICERS Effective January 1, 2013, the Corporate Officers are Messrs. Tony Tan Caktiong, Ernesto Tanmantiong, William Tan Untiong, Ysmael V. Baysa, John Victor Tence and Daniel Rafael Ramon Z. Gomez. YSMAEL V. BAYSA Mr. Baysa, born in 1956, 58 Filipino, is the Company’s Vice-President for Corporate Finance and Chief Finance Officer. He joined the Company in 2003. Previously, Mr. Baysa was Senior Vice-President for Financial Comptrollership, Human Resources and Corporate Planning of Union Bank. He was also Finance Director of Procter & Gamble from 1993 to 2001.

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JOHN VICTOR R. TENCE Mr. Tence, born in 1954, 59, Filipino, is the Vice-President for Corporate Human Resources. He joined the Company in 2003. He was formerly the Global HR Director of ON (formerly Motorola) Semiconductor for 20 years. DANIEL RAFAEL RAMON GOMEZ Mr. Gomez, born in 1972, 40, Filipino, is the Vice-President for Corporate Marketing and Chief Marketing Officer. He joined the Company in July 2008. He was previously Managing Director for Skin, Deodorants and Home Care of Unilever Philippines and prior to that, Category Director for Skin & Deodorants in the same company.

SIGNIFICANT EMPLOYEES Other than the mentioned directors and executive officers and the entire workforce of the Company, the Company has no employees expected to make a significant contribution to the business. INVOLVEMENT IN LEGAL PROCEEDINGS None of the directors, executive officer or nominees for election as director or executive officer has been involved for the past five (5) years in any litigation that would affect their integrity and ability to manage the Company. (b) Certain Relationships and Related Transactions Tony Tan Caktiong, Ernesto Tanmantiong, William Tan Untiong and Joseph Tanbuntiong are brothers. Ang Cho Sit is the brother-in-law of Tony Tan Caktiong. Susana K. Tanmantiong is the wife of Ernesto Tanmantiong, and sister-in-law of Tony Tan Caktiong and William Tan Untiong. Antonio Chua Poe Eng is the brother-in-law of Tony Tan Caktiong, Ernesto Tanmantiong and William Tan Untiong. Grace A. Tan is the wife of Tony Tan Caktiong. Some of the Company’s directors own franchises or have minority interests in companies which own and operate franchised stores of the Company. All such franchises are subject to contracts which have been entered into in on an arms-length basis and on terms similar to those granted to other franchisees. The Company has no parent company. The Company has no transaction with promoters. (c) No Director has resigned or declined to stand re-election to the Board of Directors since the date of

the last annual meeting.

NOMINATION AND ELECTION PROCEDURES The Company’s By-laws provide: Section 12. NOMINATION OF DIRECTORS. The Board shall constitute a Nomination Committee in accordance with Article IV, Section 9 of these By-Laws.

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Nomination to the Board of Directors (including the independent director) shall be submitted to the Nominations Committee for consideration by the latter prior to the annual meeting of the stockholders or a special meeting called for the purpose of electing the Corporation’s Directors. All such submissions shall be signed by the stockholders nominating a particular nominee together with the written acceptance of such nominee. The Nominations Committee shall review the qualifications of the nominees for directors and prepare a final list of candidates. (As amended on June 27, 2008).

After such nomination process, the Nominations Committee shall prepare a Final List of Candidates containing all information about all nominees for directors. All nominations for election of Directors by stockholders must be submitted in writing to the Corporate Secretary at least Fifteen (15) Business Days prior to the date of the relevant stockholders’ meeting.

The Final List of Candidates shall be made available to the Securities and Exchange Commission (“SEC”) and to all stockholders through the Information or Proxy Statement. The name of the person or group of persons who submitted a particular nominee’s name shall be identified in such report including any relationship with the nominee.

Only nominees whose names appear on the Final List of Candidates shall be eligible for election as directors. No other nominations shall be entertained or allowed on the floor during the annual stockholders meeting. (As amended on June 27, 2008). Section 13. ELECTION OF DIRECTORS. Subject to existing laws, rules and regulations of the SEC or any stock exchange having jurisdiction over the Company, the conduct of election of directors shall be made in accordance with the standard election procedures contained in these By-Laws.

It shall be the responsibility of the Chairman of the meeting to inform all stockholders of the requirement of electing independent directors. The Chairman of the Meeting shall ensure that the independent director is elected during the stockholders’ meeting.

Specific slots for independent Directors shall not be filled up by unqualified nominees. (As amended on June 27, 2008).

The nine (9) directors of the Corporation shall be elected by plurality vote at the annual meeting of the stockholders for the year at which a quorum is present. At each election for directors every stockholder shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate his votes by giving one candidate as may votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes as the same principle among any number of candidates. The persons receiving the first nine (9) highest number of votes shall be the directors. (As amended on June 27, 2008).

In the event of a failure of election for independent directors, the Chairman of the Meeting shall call a separate election during the same meeting to fill up the vacancy. (As amended on June 24, 2005)

NOMINEES FOR DIRECTORS As of the preparation of this Report, all the above incumbent members of the Board of Directors, including the independent directors, are the Management’s nominees for re-election in the next election for membership in the Board. None of the nominating directors are related to the nominee for the independent director.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Pursuant to Part IV, Paragraph (B) of Annex C of SRC Rule 12, below is a summary compensation table of the Chief Executive Officer and the four (4) most highly compensated officers of the Company:

Name and Position Year Salary (PhP) Bonus (PhP) Total (PhP)

Tony Tan Caktiong Chairman, President and Chief Executive Officer

Ernesto Tanmantiong Treasurer, Executive Vice-President

and Chief Operating Officer

2011

65,145,940

24,162,295

89,308,235

Joseph Tanbuntiong President – Red Ribbon Business

2012

51,672,391

28,307,475

79,979,866

Ysmael V. Baysa Chief Finance Officer

2013*

55,759,040

32,242,806

88,001,846

Jose Maria A. Minana President – Jollibee Business Unit

All other officers and directors as a group unnamed

2011

205,961,663

69,968,749

275,930,411

2012 203,384,384 76,411,441 279,795,825 2013* 218,686,566 93,285,778 311,972,344 * Estimate COMPENSATION OF DIRECTORS Standard Arrangements Directors of the Company receive a per diem of PhP60,000.00 for attendance in a Board meeting. Board meetings are scheduled quarterly. A director who attends all regular meetings earns a total of PhP240,000.00 annually. In addition, the Company instituted a performance-based incentive for its directors. The incentive shall be determined by the Compensation Committee.

Other Arrangements The Company has no other arrangements pursuant to which a director is compensated or to be compensated, directly or indirectly. Employment Contracts The Company maintains standard employment contracts with executive officers. The contracts provide for

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annual salary increases and bonuses. Other than these employment contracts, there are no special compensatory plans or arrangements which results from the resignation, retirement or any other termination of employment of executive officers other than the Company’s retirement plan which is made applicable to all of the Company’s employees.

Senior Management Stock Option and Incentive Plan On December 17, 2002, the SEC approved the exemption requested by the Jollibee Group on the registration requirements of the 101,500,000 options underlying the Parent Company’s common shares to be issued pursuant to the Jollibee Group’s Senior Management Stock Option and Incentive Plan (the Plan). The Plan covers selected key members of management of the Jollibee Group, certain subsidiaries and designated affiliated entities.

The Plan is divided into two programs, namely, the Management Stock Option Program (MSOP) and the Executive Long-term Incentive Program (ELTIP). The MSOP provides a yearly stock option grant program based on company and individual performance while the ELTIP provides stock ownership as an incentive to reinforce entrepreneurial and long-term ownership behavior of executive participants.

MSOP. The MSOP is a yearly stock option grant program open to members of the corporate management committee of the Jollibee Group and members of the management committee, key talents and designated consultants of some of the business units.

Each MSOP cycle refers to the period commencing on the MSOP grant date and ending on the last day of the MSOP exercise period. Vesting is conditional on the employment of the employee-participants to the Jollibee Group within the vesting period. The options will vest at the rate of one-third of the total options granted on each anniversary of the MSOP grant date until the third anniversary.

The exercise price of the stock options is determined by the Jollibee Group with reference to prevailing market prices over the three months immediately preceding the date of grant for the 1st up to the 7th MSOP cycle. Starting with the 8th MSOP cycle, the exercise price of the option is determined by the Jollibee Group with reference to the market closing price as at date of grant.

The contractual term of each option is seven years. The Jollibee Group does not pay cash as a form of settlement.

On July 1, 2004, the Compensation Committee of the Jollibee Group granted 2,385,000 options under the 1st MSOP cycle to eligible participants. The options will vest at the rate of one-third of the total options granted on each anniversary date which will start after a year from the MSOP grant date. One-third of the options granted, or 795,000 options, vested and may be exercised starting July 1, 2005 will expired on June 30, 2012. On July 1, 2005 to 2012, the Compensation Committee granted series of MSOP grants under the 2nd to 9th MSOP cycle to eligible participants. The options vest similar to the 1st MSOP cycle.

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The movements in the number of stock options outstanding and related weighted average exercise prices (WAEP) are as follows:

2012 2011 2010

Number of

Options WAEP Number of


Options WAEP Total options granted

as at end of year 29,808,694 P=53.07 26,790,664 P=46.89 23,273,694 P=40.39

Outstanding at beginning of year 17,505,395 P=52.39 15,904,997 P=43.46 15,911,282 P=39.43

Options granted during the year 3,018,030 107.9 3,516,970 89.90 3,172,744 57.77

Options exercised during the year (3,375,915) 41.8 (1,507,813) 43.07 (2,730,984) 36.78

Options forfeited during the year (359,454) 80.52 (408,759) 62.03 (448,045) 42.36

Outstanding at end of year 16,788,056 P=63.90 17,505,395 P=52.39 15,904,997 P=43.46

Exercisable at end of year 10,367,798 P=45.83 10,424,829 P=40.10 8,234,603 P=37.86

The average share price is P=103.41, P=85.48 and P=71.74 in 2012, 2011 and 2010, respectively. The weighted average remaining contractual life for the stock options outstanding as of December 31, 2012, 2011 and 2010 is 4.66 years, 4.88 years and 5.31 years, respectively.

The weighted average fair value of stock options granted in 2012, 2011 and 2010 is P= 23.43, P=23.67 and P=22.77, respectively. The fair value of share options as at the date of grant is estimated using the Black-Scholes Option Pricing Model, taking into account, the terms and conditions upon which the options were granted. The option style used for this plan is the American style because this option plan allows exercise before the maturity date. The inputs to the model used for the options granted on the dates of grant for each MSOP cycle are shown below:

MSOP Cycle

Year of Grant

Dividend Yield

Expected Volatility

Risk-free InteRate

ExpectedLife o

the Option

Stock Price on Grant

Date Exercise

Price 1st 2004 1.72% 36.91% 6.20 5-7 years P=24.00 P=20.00 2nd 2005 1.72% 36.91% 6.20 5-7 years 29.00 27.50 3rd 2006 1.72% 36.91% 6.20 5-7 years 35.00 32.32 4th 2007 1.70% 28.06% 6.41 3-4 years 52.50 50.77 5th 2008 1.80% 26.79% 8.38 3-4 years 34.00 39.85 6th 2009 2.00% 30.37% 5.28 3-4 years 48.00 45.45 7th 2010 2.00% 29.72% 5.25 3-4 years 70.00 57.77 8th 2011 2.00% 34.53% 4.18 3-4 years 89.90 89.90 9th 2012 2.00% 28.72% 3.50 3-4 years 107.90 107.90

The expected life of the stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption

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that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome. ELTIP. The ELTIP entitlement is given to members of the corporate management committee.

Each ELTIP cycle refers to the period commencing on the ELTIP entitlement date and ending on the last day of the ELTIP exercise period. Actual grant and vesting is conditional upon achievement of the Jollibee Group’s minimum medium to long-term goals and individual targets in a given period, and the employment of the employee-participants to the Jollibee Group within the vesting period. If the goals are achieved, the options will be granted. Starting with the 3rd ELTIP cycle, a percentage of the options to be granted are based on the percentage of growth in annual earnings per share such that 100%, 50% or 25% of the options granted when percentage of growth in annual earnings per share are 12% and above, 10% to less than 12% or 8% to less than 10%, respectively.

The exercise price of the stock options is determined by the Jollibee Group with reference to prevailing market prices over the three months immediately preceding the date of entitlement.

The contractual term of each option is five years. The Jollibee Group does not pay cash as a form of settlement. Starting with the 3rd ELTIP cycle, the exercise price of the option is determined by the Jollibee Group with reference to the closing market price as of the date of grant.

On July 1, 2004, the Compensation Committee gave an entitlement of 22,750,000 options under the 1st ELTIP cycle to eligible participants. The options will vest at the rate of one-third of the total options granted from the start of the grant date and on each anniversary of the ELTIP grant date. One-third of the options granted, or 7,583,333 options, vested and may be exercised starting July 1, 2007 and will expire on June 30, 2012. On July 1, 2008 and October 19, 2012, a total entitlement of 20,399,999 and 23,600,000 options was given to eligible participants under the 2nd and 3rd ELTIP cycle, respectively.

The movements in the number of stock options outstanding for the 2nd and 3rd ELTIP cycles and related WAEP for the years ended December 31, 2012, 2011 and 2010 follow:

2012 2011 2010

Number of



Options WAEP Total options given

as of end of year 66,499,999 P=55.94 43,149,999 P=29.38 42,399,999 P=29.20

Outstanding at beginning of year 27,674,569 P=32.52 30,661,735 P=32.72 33,387,498 P=31.53

Options granted during the year 23,600,000 105.00 750,000 39.85 250,000 39.85

Options exercised during the year (12,962,905) 24.19 (787,166) 20.00 (2,975,763) 20.00

Options forfeited during the year (499,999) 39.85 (2,950,000) 39.85 – –

Outstanding at end of year 37,811,665 P=80.51 27,674,569 P=32.52 30,661,735 P=32.72

Exercisable at end of year 7,411,665 P=39.85 10,224,570 P=20.00 11,011,736 P=20.00

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The weighted average remaining contractual life for the stock options outstanding as of 2012, 2011 and 2010 is 5.68 years, 3.02 years and 3.74 years, respectively. The fair value of stock options granted is P=23.43 and P=7.26 in 2012 and 2011, respectively. The fair value of share options as at the date of grant is estimated using the Black-Scholes Option Pricing Model, taking into account the terms and conditions upon which the options were granted. The option style used for this plan is the American style because this option plan allows exercise before the maturity date. The inputs to the model used for the options granted on the dates of grant for each ELTIP cycle are shown below:

ELTIP Cycle

Yearof Grant

Dividend y

Expected volatility

Risk-free interest rate

Expectedlife o

the option

Stock price on grant Exercise

p1st 2004 1.72% 36.9 6.20% 5 years P=24.00 P=20.002nd 2008 1.80% 26.79 8.38% 3-4 years 34.00 39.853rd 2012 2.00% 28.74 3.60% 3-4 years 105.00 105.00

The expected life of the stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

The cost of the stock options expense charged to operations under “General and administrative expenses” account amounted to P=77.0 million, P=73.6 million and P=65.7 million in 2012, 2011 and 2010, respectively.8

Warrants Outstanding

There are no outstanding warrants held by the Chief Executive Officer, other officers and directors as a group. INDEPENDENT PUBLIC ACCOUNTANTS The accounting firm of SyCip Gorres and Velayo (“SGV”) with address at SGV Building, 6760 Ayala Avenue, Makati City, has been the Company’s Auditors and Reporting Accountants for the past 35 years. SGV is expected to be represented in the coming Annual Stockholder’s Meeting with an opportunity to make any statements, if they so desire, and will be available to respond to appropriate questions. The current engagement partner of SGV has performed the audit of the Company’s accounts for five (5) years as of 2012 year-end audit and due for rotation for the 2013 year-end audit. The rotation of engagement partners is done in compliance with SEC Memo Circular No. 8, Series of 2003. During the Annual Stockholders’ Meeting on June 28, 2013, it shall be proposed that SGV be appointed the Company’s independent public accountant. COMPENSATION PLANS There is no action to be taken with respect to any plan to which cash or non-cash compensation may be paid or distributed.

8 See Note 26 of the Audited Financial Statements.

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ISSUANCE AND EXCHANGE OF SECURITIES There are no actions to be taken with respect to the authorization or issuance of any securities otherwise than for exchange for outstanding securities of the Company, or with respect to the modification of any class of securities of the Company. ACQUISITIONS AND INVESTMENTS Joint Venture (Coffee, Asian Food Business) On May 20, 2011, the Company’s wholly-owned subsidiary, Jollibee Worldwide Pte. Ltd. (“JWPL”), signed a Framework Agreement with Viet Thai International Joint Stock Company and its related parties to establish a platform for owning and operating a portfolio of restaurants in various territories including Vietnam, Hong Kong, Macau, and Southern China. The Company completed the acquisition of 50% share of the business of the Superfoods Group in January 2012, consisting of a 49% share in a Vietnam company and 60% share in a Hong Kong Company. As of December 31, 2012, Highlands Coffee has 75 stores in Vietnam while Pho 24 has 62 restaurants. Joint Venture (Jollibee Singapore) On May 16, 2012, the Company disclosed that its wholly-owned subsidiary, Golden Plate Pte. Ltd., has entered into an agreement to form a company together with Beeworks, inc. to own and operate Jollibee stores in Singapore. GPPL will own 60% of the joint venture company. The first Jollibee restaurant in Singapore opened in March 2013. Joint Venture (12 Sabu) On August 22, 2012, the Company disclosed that JWPL and GPPL have entered into an agreement to establish a company to own and operate the 12 Sabu brand in the People’s Republic of China, Hong Kong and Macau. JWPL and GPPL combined will own 48% of the joint venture company. The 12 Sabu brand features low-priced hot pot dishes served in a clean and bright dining environment. It highlights safe and fresh food which each customer cooks in individual fast-heating stone hot pots. As of 2011, there were eighteen 12 Sabu stores operating in Taiwan. RESTATEMENT OF ACCOUNTS There are no actions to be taken with respect to the restatement of any asset, capital or surplus account. ACTION WITH RESPECT TO REPORTS The following are included in the Agenda for the Annual Stockholders’ Meeting for the approval of the stockholders:

1. Call to Order; 2. Certification by the Corporate Secretary on Notice and Quorum; 3. Reading and Approval of the Minutes of the last Annual Stockholders’ Meeting; 4. President’s Report;

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5. Approval of the 2012 Audited Financial Statements and Annual Report;

Proposed Resolution: RESOLVED, that the stockholders of Jollibee Foods Corporation approve, as they hereby approve, the Audited Financial Statements for the year ended December 31, 2012 prepared by SyCip Gorres Velayo & Co., and the Annual Report for the year ended December 31, 2012.

4. Ratification of Actions by the Board of Directors and Officers of the Corporation;

Proposed Resolution: RESOLVED, that the stockholders of Jollibee Foods Corporation (the “Corporation”) approve, as they hereby confirms, ratifies and approves the actions taken by the Board of Directors and Officers of the Corporation, since the last annual stockholders’ meeting held on June 22, 2012.

5. Election of Directors; 6. Appointment of External Auditors;

Proposed Resolution: RESOLVED, that the stockholders of Jollibee Foods Corporation (the “Corporation”) approve, as they hereby approve, the re-appointment of the firm of SyCip, Gorres, Velayo & Company as independent external auditors of the Corporation.

7. Other matters; and 8. Adjournment.

MATTERS NOT REQUIRED TO BE SUBMITTED There is no action to be taken with respect to any matter which is not required to be submitted to a vote of security holders. OTHER PROPOSED ACTIONS There are no other actions to be taken with respect to any other matter not specifically referred to above. VOTING PROCEDURES a) Voting Requirement

1) For election of Directors

Pursuant to Section 24 of the Corporation Code, candidates receiving the highest number of votes shall be declared elected.

2) For election of External Auditors

The nominee receiving the highest number of votes shall be declared as elected.

3) For approval and ratification of all the acts of Management and the Board of Directors for the period from June 25, 2012 to June 27, 2013.

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Majority vote of the stockholders present or represented at the 2013 Meeting shall carry the vote.

b) Voting Method

Counting of the Ayes and Nays or showing of hands shall be the method by which votes will be counted unless a stockholder requests balloting, in which case, the votes of the stockholders shall be cast by ballot. Votes shall be counted by SGV and the Corporate Secretary who shall serve as members of the Committee on Elections.

26

ANNEX “A”

MANAGEMENT REPORT

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MANAGEMENT REPORT AUDITED FINANCIAL STATEMENTS AND INTERIM FINANCIAL STATEMENTS The audited financial statements of the Company for the year ended December 31, 2012 is attached herein as Annex “C” while the results of the operations for the quarter ended March 31, 2013 is attached herein as Annex “D.” EXTERNAL AUDIT FEES Audit and Audit-Related Fees: For the 2012 audit, the aggregate fees for professional services rendered by the external auditors is approximately PhP18.5 Million, broken down as follows: approximately PhP8.0 Million for international operations and PhP10.5 Million for Jollibee and local subsidiaries. For the 2011 audit, the aggregate fees for professional services rendered by the external auditors is approximately PhP17.1 Million, broken down as follows: approximately PhP7.5 Million for international operations and PhP9.6 Million for Jollibee and local subsidiaries. Tax Fees: In 2012 and 2011, fees for professional services rendered by the external auditors for tax accounting, compliance, advise and other tax services are included in the external audit fees. Other Fees: There are no other fees billed for 2012 and 2011 professional services rendered by external auditors other than those mentioned above. The proposal of external auditors for professional services was submitted to, and reviewed by, the Audit Committee which, in turn, is endorsed to the Board of Directors for approval. MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR 2012 The following Management Discussion and Analysis should be read in conjunction with the submitted Audited Consolidated Financial Statements for the years ended December 31 2012 and 2011.

Results of Operations Revenues and System Wide Sales (Amounts in Php Millions)

2012 2011 Amount PctSystem Wide Sales 92,271.2 82,170.1 10,101.1 12.3%

Revenues 71,059.0 62,554.9 8,504.1 13.6%

Years Ended December 31 Change

System Wide Sales, a measure of all sales to consumers, both from company-owned and franchised stores grew by 12.3% in 2012 compared to 2011 driven by new store additions, acquisitions and continued strong same base sales in the Philippines, United States, Southeast Asia and the Middle East. The Philippine business reported a 10.3% growth in systemwide sales while the foreign business grew by 21.7% with the China business growing by 27.1%, Southeast Asia and the Middle East business by 23.8% and the US

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business by 9.2%. Revenues, which pertain to sales of company-owned stores, commissary sales to franchised stores, franchised fees and royalty fees grew by 13.6% in the entire year due to store network expansion and strong same base sales. The Jollibee Group ended 2012 with 2,628 stores, 6.4% higher than a year ago. The Jollibee Group opened a total of 223 stores in 2012 worldwide: 135 in the Philippines and 88 overseas. It closed a total of 102 stores worldwide. The following table shows the total number of company-owned and franchised stores as at December 31, 2012 and 2011:

2012 2011 % Growth% Growth ex‐acquisitions*

Domestic Company 863 818 5.5% 5.5%Franchised 1,211 1,183 2.4% 2.4%Total 2,074 2,001 3.6% 3.6%

Foreign Company 497 419 18.6% 8.4%Franchised 57 49 16.3% 16.3%Total 554 468 18.4% 9.2%

Worldwide Company 1,360 1,237 9.9% 6.5%Franchised 1,268 1,232 2.9% 2.9%Total 2,628 2,469 6.4% 4.7%

*Excludes San Pin Wang (40) and Chowfun (3) Cost of Sales Consolidated cost of sales increased by 13.7% or P7,030.7 million to P58,434.0 million. The following table summarizes the breakdown of the Jollibee Group’s cost of sales for the years ended December 31 and the percentage of each cost item to total revenues:

(Amounts in Php Millions) 2012 2011 Amount Pct 2012 2011

Cost of inventories 33,898.2 29,809.1 4,089.1 13.7% 47.7% 47.7%Personnel costs:

Salaries, wages and benefits 7,772.0 6,896.7 875.2 12.7% 10.9% 11.0%Pension expense 56.5 82.5 (26.1) -31.6% 0.1% 0.1%

Rent 5,499.5 4,830.6 668.8 13.8% 7.7% 7.7%Electricity and water 3,245.1 2,738.8 506.3 18.5% 4.6% 4.4%Depreciation and amortization 2,477.4 2,188.1 289.3 13.2% 3.5% 3.5%Supplies 1,712.1 1,438.8 273.3 19.0% 2.4% 2.3%Contracted services and professional fees 1,237.4 1,034.8 202.7 19.6% 1.7% 1.7%Repairs and maintenance 666.2 605.9 60.3 10.0% 0.9% 1.0%Security and janitorial 294.7 295.1 (0.4) -0.1% 0.4% 0.5%Communication 119.5 109.8 9.7 8.8% 0.2% 0.2%Entertainment, amusement and recreational expenses (EAR) 31.0 27.2 3.8 13.8% 0.0% 0.0%Others 1,424.4 1,345.9 78.6 5.8% 2.0% 2.2%COST OF SALES 58,434.0 51,403.3 7,030.7 13.7% 82.2% 82.2%

Years Ended December 31 Change Pct to Rev

- The increase in cost of sales was largely due to higher cost of inventories resulting from increase in sales

29

volume due to increase in company-owned store network and the impact of consolidating new businesses such as Jollibee Foods Processing (JFP) and San Pin Wang, both in the People's Republic of China, Chowking in the United States of America, Burger King and the new logistic center in the Philippines.

- The store network expansion and new businesses also drove the increase in salaries and wages, rent,

electricity and water, depreciation, supplies, contracted services and professional fees, repairs and maintenance, communication and EAR.

- Pension expense decreased as a result of the actuarial valuation done in 2012. - Cost of sales - others increased mainly due to higher expenses related to the Jollibee Group’s SEEDs (or

Skills Enhancement and Educational Development for Students) program and increase in expenses pertaining to the delivery services.

Gross Profit Consolidated gross profit for 2012 increased by 13.2% or P1,473.5 million to P12.625.0 million, from P11,151.6 million in 2011. Gross profit margin for the year was maintained at 17.8%. Expenses Consolidated expenses increased by 14.2% or P1,029.1 million to P8,278.5 million. The following table summarizes the breakdown of the Jollibee Group’s expenses for the years ended December 31 and the percentage of each expense item to the total revenues:


Personnel costs:Salaries, wages and benefits 3,104.7 2,828.7 276.0 9.8% 4.4% 4.5%Pension expense 44.4 74.8 (30.4) -40.6% 0.1% 0.1%Stock option expense 77.0 73.6 3.4 4.6% 0.1% 0.1%

Taxes and licenses 793.1 723.0 70.2 9.7% 1.1% 1.2%Rent 396.4 301.1 95.2 31.6% 0.6% 0.5%Transportation and travel 299.9 301.1 (1.2) -0.4% 0.4% 0.5%Professional fees 268.4 278.3 (9.9) -3.6% 0.4% 0.4%Depreciation and amortization 228.2 213.5 14.7 6.9% 0.3% 0.3%Provisions 140.1 39.7 100.3 252.5% 0.2% 0.1%Entertainment, amusement and recreational expenses 105.4 109.2 (3.8) -3.5% 0.1% 0.2%Communication 87.8 80.0 7.8 9.7% 0.1% 0.1%Training 71.3 40.3 31.0 76.7% 0.1% 0.1%Donation 68.2 37.1 31.1 83.7% 0.1% 0.1%Supplies 59.4 60.6 (1.2) -2.0% 0.1% 0.1%Electricity and water 58.7 57.1 1.5 2.7% 0.1% 0.1%Contracted Services 49.9 51.8 (1.8) -3.6% 0.1% 0.1%Repairs and maintenance 43.8 49.1 (5.4) -10.9% 0.1% 0.1%Security and janitorial 22.2 26.2 (4.0) -15.4% 0.0% 0.0%Insurance 10.3 15.4 (5.1) -33.1% 0.0% 0.0%Corporate events and others 979.6 578.6 401.1 69.3% 1.4% 0.9%Total General and Administrative Expenses 6,908.8 5,939.3 969.5 16.3% 9.7% 9.5%Advertising and promotions 1,369.7 1,310.1 59.6 4.5% 1.9% 2.1%

8,278.5 7,249.4 1,029.1 14.2% 11.7% 11.6%


- Salaries and wages increased primarily due to performance-related increases in basic pay, employee

promotions, upgrades in employee benefits and additional accrual for stock option expense. The increase also reflected the impact of the consolidation of the new businesses. Pension expense decreased as a result of the actuarial valuation done in 2012.

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- Taxes and licenses increased due to higher business-related taxes and license fees resulting from higher

revenues.

- The increase in rent was driven by the China business, primarily Yonghe King due to its transfer in October 2011 to a new warehouse with higher rental fees.

- Provisions increased due to impairment in value of receivables of P86.4 million, property, plant and

equipment of P29.5 million, investment property of P21.2 million and security and other deposits of P3.0 million .

- The increase in communication was driven by JFC's domestic business arising from more frequent

coordination via domestic long distance and overseas calls from the head office to local and foreign stores and vice versa.

- The increase in contracted services was driven by the new logistics center in the Philippines. - The increase in training expenses was driven by increased external trainings of the domestic business,

particularly Jollibee and Fresh N' Famous, partially offset by the decline in the foreign business’ training expenses.

- The increase in donation pertained to donations made to the Mind Museum, the Jollibee Foundation and

other sponsorships made in the first half of 2012. - Corporate events and other expenses increased due to write-off of fixed and other assets arising from

store closures particularly in the United States and the People's Republic of China. The increase in the above expenses was partially offset by lower rent expense, supplies, insurance, securities and janitorial expenses, professional fees and repairs and maintenance mainly due to reclassification to other accounts. - Rent expenses of the new logistics center, booked under operating expenses in 2011 was reclassified to

cost of sales in 2012. - Car plan insurance, booked as insurance expense in 2011 was reclassified to employee-related expenses

in 2012. - Professional fees likewise decreased due to the reclassification of services pertaining to the new logistics

center to contracted services. Security and janitorial was also reclassified to contracted services. These explain the increase in contracted services.

- Repairs and maintenance declined due to lower warehouse repairs and maintenance expenses in 2012

compared to 2011. Operating Income Consolidated operating income for 2012 increased by 11.4% or P444.4 million to P4,346.5 million driven by strong revenue growth, partially offset by higher store and manufacturing costs and higher general and administrative expenses. Operating income margin for 2012 was 0.1% point lower at 6.1% compared to 6.2% in 2011 due to decline in gross profit margin.

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Finance Charges


Interest income 270.1 179.8 90.4 50.3% 1.8% 1.9%Interest expense (206.0) (291.3) 85.3 -29.3% -0.2% -0.1%

64.1 (111.6) 175.7 -157.4% 1.6% 1.8%


The increase in interest income was primarily due to higher interest income from short-term deposits and loans and advances to JFC's co-venturer. See Note 23 of the accompanying Audited Consolidated Financial Statements for more information. The decrease in interest expense was primarily due to lower bank loans in 2012 compared to 2011. See Note 23 of the accompanying Audited Consolidated Financial Statements for more information. Equity in Net Earnings (Losses) of Joint Ventures and Associate


Equity in net earnings (losses) of joint ventures and associate (51.0) 0.3 (51.3) -17100.0% 1.8% 1.9%


Equity in net losses of joint ventures pertain to JFC’s share in the 2012 net losses of SuperFoods Group and Coffeetap Corporation and net earnings of Entrek, the company that operates Jollibee stores in Brunei. Other Income Other income for 2012 was lower compared to 2011 due to the following:


Write-off of other liabilities 292.1 409.6 (117.5) -28.7% 0.4% 0.7%Rebates and suppliers' incentives 76.1 103.5 (27.4) -26.5% 0.1% 0.2%Charges to franchisees 43.9 34.7 9.2 26.5% 0.1% 0.1%Pre-termination of operating leases 43.8 11.3 32.5 287.3% 0.1% 0.0%Foreign exchange gain (loss) (25.4) (63.6) 38.2 -60.1% 0.0% -0.1%Penalities and charges 16.1 16.1 (0.0) -0.2% 0.0% 0.0%Insurance claims 12.2 16.6 (4.4) -26.7% 0.0% 0.0%Other rentals 7.0 9.9 (2.9) -29.5% 0.0% 0.0%Miscellaneous income 37.8 28.7 9.1 31.7% 0.1% 0.0%

503.5 566.8 (63.3) -11.2% 0.7% 0.9%


Income Taxes


Current 1,277.2 1,187.6 89.6 7.5% 1.8% 1.9%Deferred (127.0) (83.7) (43.3) 51.8% -0.2% -0.1%

1,150.1 1,103.9 46.2 4.2% 1.6% 1.8%


Provision for income tax for 2012 increased compared to 2011 due to higher operating income partially offset by higher deferred income tax resulting from NOLCO of PRC-based entities. The resulting effective tax rate for 2012 was 23.6%, lower compared to the 25.3% effective tax rate for 2011. See Note 24 of the accompanying Audited Consolidated Financial Statements for details. Net Income

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Consolidated net income for 2012 was P3,713.1 million, 14.1% higher than last year’s consolidated net income of P3,253.8 million. Net income margin (net income as a percent of revenues) was maintained at 5.2%. Net Income Attributable to the Equity Holders of the Parent Company was P3,728.2 million, 15.4% higher than last year while Earnings per Share amounted to P3.578, 14.0% higher year-on-year.

Financial Condition The Jollibee Group’s consolidated total assets as of December 31, 2012 stood at P41,990.8 million, 8.0% higher than the P38,881.7 million balance at end of 2011. The following explain the significant movements in the asset accounts:

- The Jollibee Group’s cash balance increased by P2,193.3 million or 33.0% to P8,848.6 million coming

from the JFC Group’s profit for year. The movements in the Jollibee Group’s cash will be explained further in the cash flow discussion.

- Accounts receivables amounted to P2,750.3 million at the end of 2012 and P2,388.6 million at the end of

2011. These are primarily receivables from franchisees for royalty payments and commissary purchases which increased by 17.7% or P369.0, from P2,085.7 million in 2011 to P2,454.6 million in 2012. The Jollibee Group’s days receivables was maintained at 13 days.

- Inventories decreased by P230.4 million or 8.1% to P2,629.7 million from P2,860.1 million at the end of

2011 on account of higher base due to higher cost per unit of major raw materials in 2011. The JFC Group’s day inventory was 30 days 2012 compared to 31 days in 2011.

- Other current assets amounted to P1,394.5 million, higher by P39.6 million or 2.9% compared to the

year-end 2011 balance of P1,354.9 million. The increase was primarily due to higher prepaid rent and taxes which increased by P56.2 million and P72.2 million, respectively, offset by the decline in deposits to suppliers and others by P86.6 million.

The Jollibee Group’s current ratio as of December 31, 2012 was 0.94:1.00, lower than the current ratio as of December 2011 of 1.10:1.00 due to significant increase in bank loans maturing in 2013. - Available-for-sale (AFS) financial assets consists of unquoted investment in shares of public utility

companies. The increase pertains to a club membership acquired in 2012. See Note 9 of the accompanying Audited Consolidated Financial Statements for more information.

- The increase in interests and advances in joint ventures, co-venturers and associate of P3,008.3 million pertains to investments of JFC’s foreign subsidiary to SuperFoods Group, WJ Investments Limited and Entrek offset by equity in net losses of SuperFoods Group. This was presented under "Other noncurrent assets" in the 2011 Audited Consolidated Financial Statements. See Note 11 of the accompanying Audited Consolidated Financial Statements for more information.

- Operating lease receivables decreased by P4.3 million or 15.9% to P22.6 million resulting from the

termination of some lease contracts of a subsidiary of the Parent Company. The decrease of P4.3 million is the difference of rent income recognized under the straight-line method and the rent amounts in accordance with the terms of the lease agreements

- Deferred tax assets decreased by P62.6 million or 6.5% to P1,030.2 million due to the following:

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(Amounts in Php Millions) 2012 2011 Amount Pct

Operating lease payables 401.4 375.5 25.9 6.9%NOLCO:

PRC-based entities 275.5 178.4 97.1 54.4%Philippine-based entities 44.0 88.5 (44.5) -50.3%

Pension liability and other benefits 97.6 93.3 4.3 4.6%Excess of MCIT over RCIT 12.1 67.2 (55.1) -82.0%Unamortized past service costs 50.2 58.7 (8.5) -14.5%Allowance for impairment loss on receivables 52.0 40.5 11.5 28.4%Unaccreted discount on security deposits and employee car plan receivables 23.6 25.8 (2.2) -8.5%Accumulated impairment loss in value of property, plant & equipment, investment properties and other non- financial assets 23.4 14.9 8.5 57.0%Provisions of legal claims and restructuring costs 9.1 9.1 - 0.0%Allowance for inventory obsolescence 2.2 6.8 (4.6) -67.6%Unrealized foreign exchange loss 32.1 1.6 30.5 1906.3%Others 7.0 7.3 (0.3) -4.1%

1,030.2 967.6 62.6 6.5%

Year Ended December 31 Change

Consolidated current liabilities amounted to P16,571.1 million, P4,468.8 million or 36.9% higher than the 2011 year-end balance of P12,102.4 million. The following explain the significant movements in current liabilities: - Trade payables and other current liabilities increased due to higher employee-related accruals, higher

accrual for local taxes, advertising and promotions, rent, utilities, freight, store operations, corporate events and others. Deposits likewise increased.

- Income tax payable decreased by P75.8 million or 49.0% due JFC's tax savings arising from the write-off

of intercompany advances. - Short-term debt as of December 31, 2011, which consists of unsecured short-term bank loans of the

Parent Company was paid in full, including accrued interest, on April 17, 2012. - The current portion of liability for acquisition of businesses increased by P61.5 million or 58.7% to

P166.3 million due to reclassification of maturing liability from non-current to current liabilities. - Current portion of long-term debt increased by P3,795.5 million to P4,572.8 million as of December 31,

2012. The increase pertains to bank loans which will mature in 2013. The amount includes three loans obtained by JWPL from a local bank in 2012 (March 1, March 9 and May 29) with a term of 2 years and will originally mature on February 28, March 7 and May 24, 2014. Said loans were preterminated by the Jollibee Group and paid in full, including accrued interest, in February 2013.

Consolidated non-current liabilities amounted to P3,526.3 million, 46.2% or P3,030.6 million lower than the December 31, 2011 balance of P6,556.9 million, due to reclassification of bank loans maturing in 2013 to current liabilities as well as the pretermination of JWPL's 2-year loans. See Note 18 to the accompanying

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Audited Consolidated Financial Statements for details.

- The derivative liability of P22.8 million pertains to the PHP-denominated loan of PERF Restaurants, Inc. (PERF). The five-year P149.2 million (originally US$3.4 million) availed on December 20, 2011 and bearing fixed interest rate of 5.32% per annum was converted into a deliverable cross-currency swap transaction to hedge in full the foreign currency risk and interest rate risk on its floating rate. Under the cross-currency swap, the PERF received at inception Philippine Peso (PHP) notional amount of P=149.2 million and paid US$ notional amount of US$3.4 million based on the PHP/US$ spot reference rate of P=43.87.

Effectively, the cross-currency swap transformed the floating rate US$ loan into a fixed rate PHP loan.

Since the critical terms of the hedged loan and cross-currency swap match, the hedge was assessed to be highly effective. As such, there was no ineffectiveness recognized in the profit or loss for the period ended December 31, 2012 and 2011. The foreign exchange revaluation of the hedged loan amounting to P=9.7 million was recognized in other comprehensive loss on derivative liability.

For the period ended December 31, 2012, the fair value change of the cross-currency swap amounted to a loss of P=13.1 million and was recognized under other comprehensive loss on derivative liability. As of December 31, 2012, the value of the derivative liability amounted to P=22.8 million.

- Liability for acquisition of businesses (net of current portion) decreased by P99.4 million or 55.5% to

P79.6 million due to partial settlement of liabilities to Mang Inasal and Fortune Capital.

- Operating lease payables increased by P116.9 million or 8.7% to P1,460.2 million, arising from increase in number of company-owned stores. The increase of P116.9 million is the difference of rent expense recognized under the straight-line method and the rent amounts due in accordance with the terms of the lease agreements.

Consolidated stockholders’ equity increased by P1,670.9 million or 8.3% to P21,893.3 million primarily due to the net income (attributable to equity holders of the Parent) realized during the year, which amounted to P3,728.2 million, increase in additional paid in capital of P369.7 million for the stock option expense and issuance of new shares in relation to the management stock option plan, offset by cash dividends declared during the year amounting to P2,294.0 million and the unfavorable change of P164.2 million in cumulative translation. The change in translation loss of P164.2 million was mainly due to the appreciation of the Philippine Peso versus RMB and USD from December 31, 2011 compared to December 31, 2012, which decreased the value of the Jollibee Group's net assets as of the end of the year.

On February 15, 2012, the Board of Directors of JFC approved the appropriation of additional P3,800.0 million for future expansion. This increased the appropriated retained earnings of JFC to P5,000.0 million, from P1,200.0 million.

Liquidity and Capital Resources Net cash provided by operating activities in 2012 was P8,138.0 million, 38.4% or P2,257.4 million higher compared to net cash provided by operating activities of P5,880.6 million in 2011 mainly due to stronger operating results, higher depreciation and lower working capital requirements. Net cash used in investing activities was P3,783.7 million in 2012, 47.1% or P3,373.1 million lower compared to net cash used for investing activities in 2011 of P7,156.8 million on account of higher base

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arising from long-term loans receivable and deposit for future business transaction in 2011. Net cash used in financing activities amounted to P2,169.0 million in 2012, primarily due to the return of operating cash flow to our shareholders through dividend payments of P2,274.4 million and loans and interest payments for the bank loans of JFC and its foreign subsidiaries. This was partially offset by proceeds from long-term debt of P1,700.8 million and issuance of new shares in relation to the JFC’s stock option program. Overall, net cash and cash equivalents increased by P2,185.3 million to P8,848.6 million for the year 2012.

Discussion of the Jollibee Group's Top Five (5) Key Performance Indicators System Wide Sales System Wide Sales is a measure of all sales to consumers both from company-owned and franchised stores.

As of end Dec 2012 As of end Dec 2011 System Wide Sales P92,271.2 million P82,170.1 million % Growth vs LY 12.3% 17.0%

Revenues Revenues is a measure of (1) all sales made by the Jollibee Group’s owned stores (both food and novelty sales); (2) Commissary sales to franchised stores; (3) rental revenues of the Jollibee Group’s property division; and (4) revenues from services rendered by the in-house Construction and Service Groups.

As of end Dec 2012 As of end Dec 2011 Revenues P71,059.9 million P62,554.9 million % Growth vs LY 13.6% 17.2%

Net Income Margin Net Income Margin is the ratio of the Jollibee Group's earnings after interest and tax. This is computed by dividing net income by total revenues. The quotient is expressed in percentage. This measures the Jollibee Group’s return for every peso of revenue earned, after deducting cost of sales, operating expenses, interests and taxes.

As of end Dec 2012 As of end Dec 2011 Net Income P3,713.1 million P3,253.8 million % to Revenues 5.2% 5.2%

Basic Earnings Per Share (EPS) EPS is the portion of the Jollibee Group’s profit allocated to each outstanding share of common stock. This is computed by dividing the net income for the year attributable to the equity holders of the Jollibee Group by the weighted average outstanding shares during the year, after considering the retroactive effect of stock dividends declaration, if any. This serves as an indicator of the Jollibee Group’s profitability.

As of end Dec 2012 As of end Dec 2011 EPS (Basic) P3.578 P3.138

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% Growth vs LY 14.0% 0.6% Return on Equity (ROE) ROE is the ratio of the Jollibee Group’s net income (attributable to equity holders of the parent) to equity (before non-controlling interests). It is computed by dividing net income by average equity. Average equity is calculated by adding the equity at the beginning of the year to the equity at year end and dividing the result by two. ROE is a measure of return for every peso of invested equity. The Jollibee Group also uses ROE for comparing its profitability to that of other firms in the same industry.

As of end Dec 2012 As of end Dec 2011 Return on Equity 18.3% 17.6%

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Financial Soundness Indicators

Formula: Dec-12 Dec-11Liquidity Ratios

Current Assets 0.94 1.10 Current Liabilities

Financial Leverage Ratios

Asset to Equity Ratio Total Assets 1.98 1.99 Total Equity attributable to equity holders of the Parent Company

Total Debt 48.7% 48.9%Total Debt + Equity attributable to equity holders of the Parent Company

Net Debt Ratio Total Debt - Cash and cash equivalents 34.7% 38.1%(Total debt - Cash and cash equivalents) + equity attibutable to equity holders of the Parent Company

Interest Coverage Ratio Earnings before Interest and Taxes 23.30 15.34 YTD Interest Expense

Solvency Ratio Net income + depreciation 0.32 0.30 Total liabilities

Debt-Service Coverage Net income 0.18 0.17 Ratio Total liabilities

Current Ratio

Debt Ratio

Discussion and Analysis of Material Events and Uncertainties 1. There were no events during the period that will trigger direct or contingent financial obligation that is

material to the Jollibee Group. 2. There were no material off-balance sheet transactions, arrangements, obligations created during the

reporting period. 3. Consolidated actual capital expenditures in 2012 amounted P3,755.9 million, higher by 1.5% than the

2011 actual expenditures of P3,700.4 million and 35.2% lower than the 2012 budgeted expenditures.

The Jollibee Group’s capital expenditures budget was principally used to finance its store expansions and major renovations, major repairs and upgrades of existing commissaries, improvements in head office and investments in information technology.

4. Food service operations have both peak and lean seasons. Historically, sales in the second and fourth

quarters are strong due to the summer and the Christmas seasons, respectively. Demand during the first and third quarters usually slackens. The material financial impact of this seasonality has been considered in the Jollibee Group’s financial forecast.

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5. All of the Jollibee Group’s income arose from its continuing operations. 6. Events after the Reporting Period:

Dividend Declaration On April 11, 2013, the Board of Directors (BOD) of JFC approved a regular cash dividend of P0.65 a share of common stock to all stockholders of record as of May 7, 2013. Consequently, the cash dividend is expected to be paid out by May 30, 2013. The cash dividend is 12.1% higher than the P0.58 regular cash dividend a share declared on April 12, 2012. Appropriation of Retained Earnings On April 11, 2013, the BOD approved the appropriation of additional retained earnings amounting to P5,200.0 million to be used for future expansion and support the Company's growth strategy. Projects Timeline Amount (in Pesos)Acquisition of businesses 2013‐2018 2,600,000,000 Capital expenditures 2013‐2018 2,600,000,000

5,200,000,000

MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR 2011

Results of Operations Revenues and System Wide Sales Revenues of Jollibee Foods Corporation (JFC) expanded by 17.2% in 2011 compared to 2010 as System wide sales, a measure of all sales to consumers both from company-owned and franchised stores rose by 17.0% in 2011 to P 82,170.1 million compared with sales in 2010. System wide sales in the Philippines grew by 16.7% while those abroad increased by 18.3% led by China with a growth of 25.8% and Southeast Asia and the Middle East with 25.2%.

In the Philippines, the acquisition of Mang Inasal and Burger King contributed 8.9% of the 17.0% sales growth while the rest of the brands grew by 8.1%. Sales per store across all brands grew strongly versus year ago driven by higher transaction count, a measure of volume of customer purchases. The Jollibee Group ended 2011 with 2,469 stores, 6.6% higher than a year ago. The JFC Group opened a total of 260 stores in 2011 worldwide: 167 in the Philippines and 93 overseas. It closed a total of 130 stores worldwide.

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Cost of Sales Consolidated cost of sales increased by 18.8% or P8,148.6 million to P51,403.4 million. The following table summarizes the breakdown of the JFC Group’s cost of sales for the years ended December 31 and the percentage of each cost item to total revenues:


Cost of inventories 29,809.1 24,900.0 4,909.1 19.7% 47.7% 46.7%Personnel costs:

Salaries, wages and benefits 6,896.7 6,515.8 380.9 5.8% 11.0% 12.2%Pension expense 82.5 78.5 4.0 5.1% 0.1% 0.1%

Rent 4,830.6 3,903.7 927.0 23.7% 7.7% 7.3%Electricity and water 2,738.8 2,491.7 247.1 9.9% 4.4% 4.7%Depreciation and amortization 2,188.1 1,801.3 386.8 21.5% 3.5% 3.4%Supplies 1,438.8 1,244.8 194.0 15.6% 2.3% 2.3%Contracted services and professional fees 1,034.8 783.7 251.1 32.0% 1.7% 1.5%Repairs and maintenance 605.9 515.4 90.5 17.6% 1.0% 1.0%Security and janitorial 295.1 244.0 51.1 21.0% 0.5% 0.5%Communication 109.8 104.0 5.8 5.6% 0.2% 0.2%Entertainment, amusement and recreational expenses (EAR) 27.2 22.1 5.1 23.3% 0.0% 0.0%Others 1,345.9 649.8 696.1 107.1% 2.2% 1.2%COST OF SALES 51,403.3 43,254.8 8,148.5 18.8% 82.2% 81.0%


- Cost of inventories increased as a result of increase in sales volume as well as increases in prices of

some raw materials such as beef, sugar, fats and dairy products particularly during the first half of the year. The Jollibee Group’s raw material prices were higher by about 5.4% in 2011 over 2010.

- Personnel costs increased due to additional headcount from newly opened company-owned stores, particularly of the China business which reported a 25.8% year-on-year growth in store network as well as the inclusion of Mang Inasal that was acquired in November 2010. Performance-related increases, employee promotions and upgrade in employees’ car plan also contributed to the increase. As a percent of revenues, personnel costs were lower in 2011 compared to 2010 as a result of lower headcount of Fresh N’ Famous in 2011 over 2010 due to cessation of operations of Manong Pepe Karinderia in April 2011, sale of Delifrance in December 2010 and closure of 26 company-owned stores of Chowking and Greenwich in 2011. The closure of 11 company-owned stores of Red Ribbon also contributed to lower personnel costs as a percentage of revenues.

- Rent increased on account of higher sales, increase in store network, new acquisitions, annual rent

escalation and the mix effect from faster growth in foreign business. A subsidiary of JFC also increased its pallet and warehouse rental. Rent, as a percent of revenues increased from 7.3% in 2010 to 7.7% in 2011, reflecting the impact of the new acquisitions.

- Electricity and water increased relative to the increase in company-owned stores of the Jollibee Group’s

existing brands and new acquisitions (Mang Inasal’s 43 company-owned stores and Chowking USA’s 19 company-owned stores) as well as the increase in power and water rates this year versus 2010.

The closure of several owned stores, particularly of Fresh N’ Famous and Red Ribbon contributed to the decline in electricity and water as a percent of revenues.

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- Depreciation and amortization increased due to the consolidation of the new acquisitions (Mang Inasal and Chowking USA) and the growing asset base of the Jollibee Group's business units such as Jollibee, Red Ribbon and the foreign businesses.

- Operating supplies increased primarily due to the higher cost of Liquified Petroleum Gas (LPG) arising

from the increase in sales volume and higher cost of LPG. - Contracted services increased primarily due to higher fees for contracted services of the Jollibee

business and Zenith Foods Corporation.

- Repairs and maintenance increased primarily due to the consolidation of the new acquisitions and the higher repair and maintenance costs of the foreign businesses.

- Security and janitorial increased relative to the increase in company-owned stores of the Jollibee Group’s existing brands and new acquisitions as well as higher outsourcing costs of Red Ribbon for pan-washing activities in its commissaries in Libis and Tarlac.

- Professional fees increased primarily due to higher expenses incurred by Zenith Foods Corporation in relation to the construction of the logistics center in the Philippines.

- Communication increased due to higher expenses incurred by the foreign businesses as well as the

impact of the new acquisitions.

- Entertainment, amusement and recreational expenses increased mainly due to the consolidation of the new acquisitions and higher expenses incurred by the foreign businesses.

- Cost of sales - others increased mainly due to higher expenses related to the Company’s SEEDs (or Skills Enhancement and Educational Development for Students) program and increase in expenses pertaining to delivery services.

Gross Profit Consolidated gross profit for 2011 increased by 10.2% or P1,034.6 million to P11,151.6 million, from P10,117.0 million in 2010. Gross profit margin for the year was however lower by 1.1% points compared to 2010 as cost of inventories increased faster than revenues. The price adjustments implemented by the Jollibee business in the first half of 2011 and the cost improvement initiatives of the Jollibee Group were not sufficient to cover the increase in the prices of raw materials and other costs of operations. Expenses Consolidated expenses increased by 11.2% or P731.8 million to P7,249.4 million. The following table summarizes the breakdown of the Jollibee Group’s expenses for the years ended December 31 and the percentage of each expense item to the total revenues:

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Personnel costs:Salaries, wages and benefits 2,828.7 2,477.5 351.2 14.2% 4.5% 4.6%Pension expense 74.8 77.6 (2.8) -3.6% 0.1% 0.1%Stock option expense 73.6 65.6 8.0 12.2% 0.1% 0.1%

Taxes and licenses 723.0 625.6 97.4 15.6% 1.2% 1.2%Rent 301.1 189.1 112.0 59.2% 0.5% 0.4%Transportation and travel 301.1 250.5 50.6 20.2% 0.5% 0.5%Professional fees 278.3 326.0 (47.7) -14.6% 0.4% 0.6%Depreciation and amortization 213.5 176.7 36.8 20.8% 0.3% 0.3%Provisions 39.7 56.3 (16.6) 252.5% 0.1% 0.1%Entertainment, amusement and recreational expenses 109.2 84.8 24.4 28.8% 0.2% 0.2%Communication 80.0 65.9 14.1 21.4% 0.1% 0.1%Training 40.3 47.7 (7.4) -15.4% 0.1% 0.1%Donation 37.1 26.7 10.4 39.0% 0.1% 0.1%Supplies 60.6 46.7 13.9 29.7% 0.1% 0.1%Electricity and water 57.1 52.1 5.0 9.7% 0.1% 0.1%Contracted Services 51.8 34.6 17.2 49.6% 0.1% 0.1%Repairs and maintenance 49.1 35.3 13.8 39.2% 0.1% 0.1%Security and janitorial 26.2 35.9 (9.7) -27.0% 0.0% 0.1%Insurance 15.4 5.6 9.8 174.2% 0.0% 0.0%Corporate events and others 578.6 590.9 (12.3) -2.1% 0.9% 1.1%Total General and Administrative Expenses 5,939.3 5,271.1 668.2 12.7% 9.5% 9.9%Advertising and promotions 1,310.1 1,246.6 63.5 5.1% 2.1% 2.3%

7,249.4 6,517.7 731.7 11.2% 11.6% 12.2%


- Salaries and wages increased primarily due to increase in headcount of JFC and China corporate offices

as well as the inclusion of Mang Inasal’s personnel costs. Performance-related increases in basic pay, employee promotions and upgrades in employee benefits and the additional accrual for stock option expense also contributed to the increase.

- Taxes and licenses increased due to higher business-related taxes and license fees resulting from higher

revenues. - Rent expense increased due to additional office spaces in the Jollibee Group’s corporate office,

additional warehouse rental and deferred rent for the logistics center which is currently being constructed.

- Professional fees declined this year due to lower legal and tax service fees, in relation to JFC's business

acquisitions and other special projects and lower broker’s commissions relative to stock options exercised during the year.

- Transportation and travel expenses were higher this year versus last year due to higher fuel consumption

and travel expenses, particularly of the foreign businesses and Fresh N’ Famous, as well as the impact of the consolidation of Mang Inasal’s expenses.

- Depreciation and amortization for 2011 was higher compared to last year because of the impact of the

China business’ new corporate office and the inclusion of Mang Inasal’s depreciation expenses.

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- Entertainment, amusement and recreational expenses increased primarily due to higher representation expenses of the foreign businesses.

- Communication increased mainly resulting from the increase in expenses of the Jollibee business as well

as the impact of the new acquisitions. - Electricity and water increased mainly due to the increase in consumption resulting from additional

office spaces and increase in power and water rates this year versus last year. - Repairs and maintenance for 2011 was higher compared to 2010 mainly due to higher expenses of the

foreign businesses and Red Ribbon as well as the impact of the new acquisitions. - Training decreased as a result of the significant decline in the training expenses of Fresh N’ Famous,

from P8.7 million in 2010 to P1.2 million in 2011. - Provisions of P39.8 million in 2011 pertained to provisions for impairment in value of receivables. The

decrease was mainly due to lower provision for uncollectible receivables. See Notes 7 and 8 to the accompanying Audited Consolidated Financial Statements for more information.

- Supplies increased mainly due to the increase in volume and purchase prices of various office supplies. - Contracted services increased primarily due to the consolidation of Mang Inasal.

- Donation increased in 2011 compared 2010 due to higher net income (which was the basis for the

donation made).

- Security and janitorial decreased due to lower expenses incurred by the domestic and foreign businesses.

- Insurance expense increased due to higher property insurance premium rate, increase in number of stores, upgrade in employees’ car plan and higher number of motor vehicles insured in 2011 compared to 2010.

- Advertising and promotions for 2011 increased slightly by 5.1% compared to 2010, but was lower as a

percent of revenues, from 2.3% in 2010 to 2.1% in 2011 as a result of an action being taken by the Jollibee Group to be more conservative in its marketing spending.

Operating Income Considering the factors discussed above, operating income for 2011 increased by 8.4% or P302.8 million to P3,902.1 million. However, operating income margin for 2011 was -0.5% points lower at 6.2% compared to 6.7% in 2010 as higher raw material costs decreased gross profit margin. Finance Charges The increase in interest income was primarily due to interests on loans and advances to the Parent Company’s co-venturer, offset by lower interest income from placements and short term deposits due to the decline in the Jollibee Group’s cash balance. See Note 23 of the accompanying Audited Consolidated Financial Statements for more information. The increase in interest expense was primarily due to loans acquired in the fourth quarter of 2010 and the first semester of 2011 for business acquisitions. See Note 23 of the accompanying Audited Consolidated

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Financial Statements for more information. Other Income Other income for the year was P566.8 million, 8.4% or P52.1 million lower than last year’s other income of P618.9 million. The decrease was mainly due to foreign exchange loss of P63.6 million in 2011 compared to foreign exchange gain of P37.1 million in 2010, lower income from pre-termination of operating leases, partially offset by write-off of other liabilities. Income Taxes The Jollibee Group’s provision for income tax increased by P130.5 million or 13.4% due to higher taxable income. Effective tax rate for 2011 was 25.3% compared to the 2010 rate of 23.3% primarily due to the mix of earnings among the Jollibee Group's foreign operations. See Note 24 of the accompanying Audited Consolidated Financial Statements for details. Net Income Net Income Attributable to Equity Holders of the Parent and Earnings Per Share grew versus last year by 1.1% and 0.6%, respectively. Net Income Attributable to the Equity Holders of the Parent reached P3,231.7 million while Earnings per Share amounted to P3.138, just slightly above the amounts in 2010 of P3,197.8 million and P3.118, respectively. The Net Income margin for the year of 5.2%, however, was lower than the 6.0% registered last year, primarily due to lower Gross Profit margin, caused by raw material cost increases, partly offset by lower operating expenses.

Financial Condition The Jollibee Group’s consolidated total assets as of December 31, 2011 amounted to P38,881.7 million, an increase of 15.2% from P33,746.0 million. The following explain the significant movements in the asset accounts:

- The JFC Group’s cash balance decreased by P1,515.2 million or 18.5% to P6,655.3 million mainly due

to capital investments in new stores and logistics center and settlement of bank loans, partially offset by proceeds from bank loans. The movements in the Jollibee Group’s cash will be explained further in the cash flow discussion.

- Receivables increased by P289.7 million or 13.8% to P2,388.6 million. The increase was primarily due

to higher receivables of Mang Inasal which increased by P247.6 million compared to 2010, directly attributable to higher sales volume arising from expanded store network. Mang Inasal opened 84 stores in 2011, of which 80 are franchised. Receivable days improved from 14 days in 2010 to 13 days in 2011.

- Inventories increased by P725.6 million or 34.0% to P2,860.1 million on account of higher sales volume,

higher cost per unit of major raw materials and higher inventory target level in 2011 compared to 2010. The Jollibee Group’s inventory days increased from 29 days in 2010 to 31 days in 2011.

- Other current assets increased by P186.3 million or 15.9% to P1,354.9 million primarily due to higher

deposits to suppliers and receivables from customers and higher prepaid rent and other prepayments partially offset by the decline in supplies.

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The Jollibee Group’s current ratio as of December 31, 2011 was 1.10:1.00, slightly higher than year-ago current ratio of 0.99:1.00 - Available-for-sale (AFS) financial assets decreased by P55.6 million or 31.6% to P120.6 million mainly

due to the derecognition of AFS resulting from additional acquisitions of controlling interests. See Note 9 of the accompanying Audited Consolidated Financial Statements for more information.

- Interest in and advances in joint ventures, co-venturers and associate of P3.2 million pertained to the

remaining investment of JFC to Coffeetap Corporation. - Property, plant and equipment net of depreciation and retirement amounted to P10,580.4 million from

P8,770.5 million due to capital investments in new stores, logistics center in the Philippines and manufacturing plant in China. See Note 12 to the accompanying Audited Consolidated Financial Statements for details.

- Goodwill and other intangible assets amounted to P8,534.6 million, higher by P544.0 million or 6.8%

than the 2010 balance of P7,990.6 million. The increase was mainly due to goodwill acquired through business combinations related to the following food restaurant concepts:

(Amounts in Million Pesos)

Goodwill acquired in 2011 Business Combinations: Chowking US Operations 383.9 Chow Fun 154.9

Burger King 5.2 544.0

(For more information on goodwill, see Note 14 to the accompanying Audited Consolidated Financial Statements)

- Operating lease receivables decreased by P6.2 million or 18.9% due to pre-termination of lease contracts of investment properties of the Jollibee Group.

- Deferred tax assets for 2011 amounted to P967.6 million, arising from tax losses of entities based in the Philippines and the People’s Republic of China (PRC) which may be carried forward to future periods, operating lease payables, pension liabilities, excess of Minimum Corporate Income Tax over Regular Corporate Income Tax and others. See Note 24 to the accompanying Audited Consolidated Financial Statements for details.

- Other noncurrent assets increased by P3,133.5 million or 211.2% to P4,617.0 million primarily due to advances to Viet Thai International Joint Stock Co. (Viet Thai) which amounted to P2,903.5 million. For additional information regarding advances to Viet Thai, see Note 15 to the accompanying Audited Consolidated Financial Statements.

Consolidated current liabilities amounted to P12,102.4 million, P1,591.4 million or 11.6% lower than the 2010 year-end balance of P13,693.8 million. The following explain the significant movements in current liabilities: - Trade payables and other current liabilities increased by P992.9 million or 10.8% to P10,165.6 million

primarily due to higher trade payables and other current liabilities, offset by lower accruals for salaries, wages and employee benefits, advertising and promotions and decrease in dividends payable.

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- Income tax payable decreased by P13.0 million or 7.8% due to the availment of Optional Standard

Deduction by Zenith, Grandworth and Red Ribbon Holdings in the computation of regular income tax. - Short-term debt decreased by P942.0 million or 51.1% to P900.0 million. Of JFC’s short term loan of

P1,800.0 million acquired in the 4th quarter of 2010, P342.0 million has been paid in 2011; the remaining balance of P1,500.0 million was converted to long-term debt. On April 12 2011, JFC entered into an agreement to borrow P900.0 million from The Bank of Tokyo Mitsubishi, UFC, Ltd. to be paid in one year from drawdown at a fixed interest rate. For more information, see Note 18 to the accompanying Audited Consolidated Financial Statements.

- The current portion of liability for acquisition of businesses decreased by P65.4 million or 38.4% to

P104.8 million due to the settlement of half of the 10% hold-out amount (current portion) for the Mang Inasal acquisition.

- Current portion of long-term debt decreased by P1,563.8 million or 66.8% primarily due to the

settlement of the Parent Company’s 350 million RMB-denominated loan, offset by loans maturing in 2012.

Consolidated noncurrent liabilities amounted to P6,556.9 million, 176.6% or P4,186.1 million higher than the December 31, 2010 balance of P2,370.8 million, mainly due to the following: - Long-term debt increased by P3,891.2 million to P3,942.7 million due to bank loans acquired during the

year. On April 12, 2011, JFC’s wholly-owned subsidiary, Jollibee Worldwide Pte. Ltd. entered into agreements to borrow money from Citibank, N.A. and The Bank of Tokyo Mitsubishi UFC, Ltd. (Singapore Branch) for US$40 million and US$30 million, respectively. On December 16, 2011, JFC acquired a 2-year unsecured loan from a local bank amounting to P1,500.0 million to refinance its loan obligation which was used for the acquisition of a business.

- Pension liability increased by P66.6 million or 31.4% to P278.7 million due to adjustments in actuarial

estimates and fair valuation of plan assets. - Operating lease payables increased by P176.3 million or 15.1% to P1,343.3 million, arising from the

increase in number of owned stores. - Liability for acquisition of a business (net of current portion) increased by P71.1 million or 50.3%. The

increase pertains to the remaining balance for the acquisition of 20 Chowking USA stores by Tokyo Teriyaki Corporation to the Fortune Group.

Consolidated stockholders’ equity increased by P2,541.0 million or 14.4% primarily due to the net income (attributable to equity holders of the Parent) realized in 2011, which amounted to P3,231.7 million, increase in additional paid in capital by P140.8 million for the stock option expense and issuance of new shares in relation to the management stock option plan, and the favorable change of P129.8 million in cumulative translation. This was partially offset by cash dividends declared during the year which amounted to P1,100.0 million. Non-controlling interests pertained to the share in net income or loss attributable to the minority shareholders of various majority owned subsidiaries of JFC. For 2011, non-controlling interests were higher by P141.8 million or 25.2% compared to 2010 arising from the acquisition of Burger King and Chow Fun, additional investments of Jollibee Food Processing in 2011 as well as the share in 2011 net income.

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Liquidity and Capital Resources Cash flows provided by operating activities amounted to P5,880.6 million and P5,504.2 million for the years ended December 31, 2011 and 2010, respectively. The increase in cash flows from operating activities was primarily the result of higher income before income tax and favorable adjustments for non-cash items, partially offset by higher working capital requirements. Income taxes paid in 2011 compared to 2010 were P138.4 million higher, primarily due to higher taxable income in 2011. Cash flows used in investing activities increased by P2,032.5 million or 39.7% to P7,156.8 million in 2011 from P5,124.2 million in 2010. The increase was primarily due to the P2,849.6 million advances to Viet Thai and higher capital expenditures (P3,700.4 million in 2011 and P2,553.4 million in 2010), offset by lower cash paid for acquisitions. Cash flows used in financing activities amounted to P238.6 million in 2011 primarily due to payments of cash dividends and bank debts amounting to P1,196.6 million and P2,721.9 million, respectively, partially offset by proceeds from the issuance of short term and long-term debts amounting to P900.0 million and P3,131.0 million, respectively. Overall, net cash and cash equivalents decreased by P1,515.2 million to P6,655.3 million for the year ended December 31, 2011. Discussion of the Jollibee Group's Top Five (5) Key Performance Indicators System Wide Sales System Wide Sales is a measure of all sales to consumers both from company-owned and franchised stores.

As of end Dec 2011 As of end Dec 2010 System Wide Sales P82,170.1 million P70,254.3 million % Growth vs LY 17.0% 10.2%

Revenues Revenues is a measure of (1) all sales made by the Jollibee Group’s owned stores (both food and novelty sales); (2) Commissary sales to franchised stores; (3) rental revenues of the JFC Group’s property division; and, (4) revenues from services rendered by the in-house Construction and Service Groups.

As of end Dec 2011 As of end Dec 2010 Revenues P62,554.9 million P53,371.7 million % Growth vs LY 17.2% 11.3%

Net Income Margin Net Income Margin is the ratio of the Jollibee Group’s earnings after interest and tax. This is computed by dividing net income by total revenues. The quotient is expressed in percentage. This measures the JFC Group’s return for every peso of revenue earned, after deducting cost of sales, operating expenses, interests and taxes.

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As of end Dec 2011 As of end Dec 2010 Net Income P3,253.8 million P3,212.5 million % to Revenues 5.2% 6.0%

Basic Earnings Per Share (EPS) EPS is the portion of the Jollibee Group’s profit allocated to each outstanding share of common stock. This is computed by dividing the net income for the year attributable to the equity holders of the Jollibee Group by the weighted average outstanding shares during the year, after considering the retroactive effect of stock dividends declaration, if any. This serves as an indicator of the Jollibee Group’s profitability.

As of end Dec 2011 As of end Dec 2010 EPS (Basic) P3.138 P3.118 % Growth vs LY 0.6% 19.5%

Return on Equity (ROE) ROE is the ratio of the Jollibee Group’s net income (attributable to equity holders of the parent) to equity (before non-controlling interest). It is computed by dividing net income by average equity. Average equity is calculated by adding the equity at the beginning of the year to the equity at year end and dividing the result by two. ROE is a measure of return for every peso of invested equity. The Jollibee Group also uses ROE for comparing its profitability to that of other firms in the same industry.

As of end Dec 2011 As of end Dec 2010 Return on Equity 17.6% 19.1%

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Financial Soundness Indicators

Formula: Dec-11 Dec-10Liquidity Ratios

Current Assets 1.10 0.99 Current Liabilities

Financial Leverage Ratios

Asset to Equity Ratio Total Assets 1.99 1.97 Total Equity attributable to equity holders of the Parent Company

Total Debt 48.9% 48.4%Total Debt + Equity attributable to equity holders of the Parent Company

Net Debt Ratio Total Debt - Cash and cash equivalents 38.1% 31.6%(Total debt - Cash and cash equivalents) + equity attibutable to equity holders of the Parent Company

Interest Coverage Ratio Earnings before Interest and Taxes 15.34 21.82 YTD Interest Expense

Solvency Ratio Net income + depreciation 0.30 0.32 Total liabilities

Debt-Service Coverage Net income 0.17 0.20 Ratio Total liabilities

Current Ratio

Debt Ratio

Discussion and Analysis of Material Events and Uncertainties 1. There were no events during the period that will trigger direct or contingent financial obligation that is

material to the Jollibee Group. 2. There were no material off-balance sheet transactions, arrangements, obligations created during the

reporting period. 3. Consolidated actual capital expenditures in 2011 amounted to P3,700.4 million, 44.9% higher than the

2010 actual expenditures of P2,553.4 million and -26.0% lower than the 2011 budgeted expenditures due to delay in construction of the Jollibee Group’s planned logistic plant.

The Jollibee Group’s capital expenditures budget was principally used to finance its store expansions and major renovations, major repairs and upgrades of existing commissaries, improvements in head office and investments in information technology.

4. Food service operations have both peak and lean seasons. Historically, sales in the second and fourth

quarters are strong due to the summer and the Christmas seasons, respectively. Demand during the first and third quarters usually slackens. The material financial impact of this seasonality has been considered in the Jollibee Group’s financial forecast.

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5. All of the Jollibee Group’s income arose from its continuing operations. 6. Events after Reporting Date:

Dividend Declaration On April 12, 2012, the Board of Directors (BOD) of JFC approved a regular cash dividend of P0.58 a share of common stock to all stockholders of record as of May 9, 2012. The cash dividend is expected to be paid out by May 31, 2012. The cash dividend is 16.0% higher than the P0.50 regular cash dividend a share declared on April 13, 2011. Completion of Acquisition of San Pin Wang

On March 9, 2012, Jollibee Worldwide Pte. Ltd. (JWPL), completed its acquisition of 55% of Guangxi San Pin Wang Food and Beverage Management Company Limited, which operates the San Pin Wang beef noodle business in South China. The remaining 45% is held by Guangxi Zong Kai Food Beverage Investment Company Limited (GZK). This acquisition is pursuant to the framework agreement which was signed on April 30, 2010 and the share purchase agreement signed on October 26, 2010. JWPL is investing RMB30 million for its stake in San Pin Wang. As joint venture partners, JWPL and GZK will also place additional investments totaling RMB 20 million into this fast food chain in anticipation of its expansion.

Appropriation of Retained Earnings On February 15, 2012, the BOD of the Parent Company approved the appropriation of additional P3,800.0 million for future expansion. Consequently, the appropriated retained earnings of the Parent Company will increase from P1,200.0 million to P5,000.0 million. Completion of Acquisition of Coffee, Asian Food Business On January 20, 2012, the Parent Company, through its wholly owned subsidiary, Jollibee Worldwide, completed the acquisition of 50% share of the business of the SuperFoods Group. This consists of a 49% share in SF Vung Tau Joint Stock Company, organized in Vietnam, and a 60% share in Blue Sky Holding Limited in HongKong. The acquisition is an implementation of the Framework Agreement made on May 20, 2011 between the Parent Company and its partner, Viet Thai International Joint Stock Company (“VTI”). The Framework Agreement provided for the Parent Company investing a total of P1,096.0 million for 50% share of the SuperFoods Group. Total investment and advances made in 2011 amounted to P2,830.0 million (See Note 15).

CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Company and all its subsidiaries have adopted and are now fully compliant with the Philippine Financial Reporting Standards. BUSINESS DESCRIPTION JOLLIBEE FOODS CORPORATION (“JFC” or the “Company”) was incorporated on January 28, 1978. Its principal business is the development, operation and franchising of quick-service restaurants under the trade name “Jollibee.” In the Philippines, the Company has, as subsidiaries, FRESH N’ FAMOUS FOODS, INC., which develops, operates and franchises quick-service restaurants under the trade names “Chowking” and “Greenwich,” RED RIBBON BAKESHOP, INC. (through RRB HOLDINGS, INC.), which develops, operates and franchises restaurants under the “Red Ribbon” trade name, MANG INASAL PHILS., INC. (of which the

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Company owns 70%), which develops, operates and franchises restaurants under the “Mang Inasal” trade name, and PERF RESTAURANTS INC., (through holding companies, of which the Company owns 54%) which franchises restaurants under the “Burger King” trademark in the Philippines. The Company also has subsidiaries and affiliates which develop and operate its international brands, “Yonghe King,” “Hongzhuangyuan,” “San Pin Wang,” brands under the SuperFoods Group9 and, most recently, “12 Sabu.”10 Milestones and updates for subsidiaries and affiliates are discussed further in other parts of this Report. By the end of 2012, there are 780 Jollibee stores nationwide, of which 393 are franchised and 387 are Company-owned. There were also 92 Jollibee stores overseas, including stores in the United States, Vietnam, Hongkong, Brunei, Jeddah, Kuwait and Qatar. The stores offer food products that are prepared on-site based on original Company recipes, using Company-specified ingredients and supplies, and in accordance with Company standards and procedures. These products are sold under various trademarks including but not limited to Champ, Chickenjoy and Yum. Aside from continuing to bring the langhap-sarap experience to more Filipinos across the archipelago, Jollibee reclaimed value leadership and product superiority through the launch of the “Always Affordelicious” campaign on core products – Chickenjoy, Yumburger and Jollibee Spaghetti, and the introduction of new products like the Chicken and Mushroom Pasta, Sundae Mix-ins Milo Blast, Chocolate and Coffee Floats, Crisscut Fries and the Crispy Wings. On the marketing front, “Jollibee” signed American Idol season 11 first runner up Fil-Am Jessica Sanchez as our very first international brand ambassador for “Chicknjoy.” It also sealed tie-ups with various institutions, including the “Jollibee Padala” tie-up where Filipinos working abroad can order “Jollibee” products for delivery to family and friends in the Philippines. In the local setting, “Jollibee” mounted the Jollibee Drive-thru Cross Country Challenge to showcase the widest network of drive-thru stores in the Philippines. It also supports the Department of Tourism’s “Its More Fun in the Philippines” campaign where the Happy Filipino website was launched. In international operations, Jollibee maintained its 92 store count at the end of 2012 with 27 stores in the United States, 39 in Vietnam, 13 in Brunei, 1 in Hong Kong and 12 in the Middle East. The Company continues to operate its central commissary in Carmelray, Calamba, Laguna through ZENITH FOODS CORPORATION (“ZFC”), a wholly-owned subsidiary which has facilities in Carmelray, Canlubang, Laguna and Mandaue City, Cebu. The commissaries have the collective capacity to serve 800 stores in Luzon, Visayas and Mindanao. With the commissaries as the focal point, the Company’s Corporate Supply Chain unit has direct responsibility over the product supply needs of the Jollibee Group of Companies, manages sales and operations planning and manufacturing and logistics requirements while closely collaborating with other key divisions. In addition, Mang Inasal Phils., Inc. operates commissaries in Taguig and Iloilo City. The Company also opened a new warehousing and distribution center in Brgy. Marcelo Green Village, Paranaque City. The 5 hectare property aims to serve an estimated 1,300 stores nationwide. Its dry storage is one of the biggest in the Philippines and is targeted to serve 800 stores. On the other hand, the cold

9 On January 20, 2012, the Company disclosed that through its wholly-owned subsidiary, Jollibee Worldwide Pte. Ltd. (“JWPL”), it completed its acquisition of 50% share of the business of the Superfoods Group. The Superfoods Group owns or franchises, and operates various brands, including Highlands Coffee, Pho 24 and Hard Rock Cafe. 10 On August 22, 2012, the Company disclosed that through its wholly-owned subsidiary Jollibee Worldwide Pte. Ltd., it entered into an agreement to own and operate the 12 Sabu brand in the People’s Republic of China, Hong Kong and Macau.

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storage boasts of modern automated refrigeration system technology and is likewise one of the biggest of its kind in the Philippines. This distribution center is managed by JOLLIBEE WORLDWIDE SERVICES, the regional operating headquarters of the Jollibee Group of Companies. Economies of scale allow the Company to avail of low purchase costs from local and foreign suppliers, leveraged on sustained volume growth and reliable credit handling. The Company’s major suppliers are the following: Food Supplier Chicken SAN MIGUEL FOODS, INC. 19th Floor San Miguel Properties Center St. Francis St., Ortigas Center, Mandaluyong City Carbonated COCA-COLA BOTTLERS PHILIPPINES, INC. Beverages 1890 Paz Guazon Street, Otis, Paco, Manila Sauces and DEL MONTE PHILIPPINES, INC. Beverages Bugo, Cagayan De Oro City Beverages NESTLE PROFESSIONALS Nestle Center, Rockwell Center, Makati City Dressings UNILEVER PHILIPPINES UN Avenue, Paco, Manila The Company’s subsidiaries have their own commissaries for their respective specialty products, i.e., pizza and pasta for Greenwich, Chinese dishes for Chowking, cakes and pastries for Red Ribbon, grilled chicken and Filipino food items for Mang Inasal, products for Burger King and Chinese food items for Yonghe King, Hongzhuangyuan and San Pin Wang in China. In July 2010, the Company disclosed that it had entered into a joint venture agreement with Hua Xia Harvest Holdings Pte. Ltd. to build and operate a food processing plant in Shucheng County in Anhui Province of China.11 Food quality, service, price-value relationship, store location and ambience, and efficient operations continue to be critical elements of the Company’s success in the quick-service restaurant industry. EMPLOYEES JFC and its commissaries have approximately 13,133 employees in 2012, 2,678 of which are employed on a full-time basis, and 10,455 on a contractual basis. The regular daily-paid employees of JFC are subject to a collective bargaining agreement which expires on February 28, 2017. Aside from all benefits mandated by law, the Company provides training opportunities (internal and external) to its employees.

11 The joint venture shall undertake food manufacturing operations to supply food products to food service businesses primarily of the Jollibee Group of Companies. As its initial project, the joint venture plans to supply products for the Jollibee Group of Companies’ restaurants in China, initially, Yonghe King, for its stores in Shanghai and Beijing.

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COMPETITION The Company competes in the quick-service restaurant industry. It has presence all over the country and is the biggest fast food company in the Philippines. The Company’s competitive edge includes strict adherence to its policy of maintaining high standards in food quality, reasonable prices, excellent service and cleanliness in its stores. Taking the Jollibee group in its entirety, competition includes, but is not limited to, McDonald’s, Wendy’s, KFC, and other burger, pizza and pasta chains, Chinese fast-food restaurants, grilled chicken and Filipino restaurants, and bakeshops. CUSTOMERS The Company serves a wide spectrum of customers from all economic classes. It is not dependent on a single customer or few customers. Neither is there a single customer that accounts for, or will account for, 20% or more of the Company’s sales. Customer comments and concerns are valued by the Company. Comments, suggestions and concerns may be coursed through the Company’s website (www.jollibee.com.ph). RELATED PARTIES The Company runs its business independently of its subsidiaries and other related parties. There is no dependence on the Company’s related parties. PERMITS AND APPROVALS Other than the reportorial requirements of the SEC, the Bureau of Internal Revenue (“BIR”), and the local permits for the opening and continued operations of stores, there are no other permits, licenses or approvals required from the Company for its operations. The Company is in compliance with the requirements of the SEC, BIR and local governments. RESEARCH AND DEVELOPMENT Research and development is an integral part of the Company’s operations. New products, concepts and ideas are critical to the continued success of the Company and its subsidiaries. For this reason, the Company allocates a Research and Development budget as indicated below for the Jollibee Philippines brand:

Year Amount Percentage to Systemwide Sales of Jollibee Brand

2011 PhP70,923,150.00 .17% 2012 PhP56,762,832.00 .13%

ENVIRONMENTAL LAWS Strict compliance with environmental laws would entail substantial capital investment for the Company. The Company will spend, on the average, PhP1,000,000.00 per store to retrofit each store with a Wastewater Treatment Facility (“WWTF”). Additionally, operation expenses is pegged at PhP10,000.00 per month to maintain the WWTF. RISKS

http://www.jollibee.com.ph/

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The Company and its subsidiaries are all in the quick-service restaurant sector. Quick-service restaurants like those maintained by the Company are expected to maintain high quality in terms of food, service and cleanliness (“FSC”). The Company responds by observing stringent guidelines, processes and procedures in its FSC, and conducting regular and spot audits to ensure that FSC standards are maintained not only in stores but also in commissaries. The Company has likewise instituted a system of incentives to reward excellent performance in terms of FSC by stores. JFC directors and management periodically review the effectiveness of the Company’s risk management system. ADDITIONAL REQUIREMENTS AS TO CERTAIN ISSUES OR ISSUERS The Company has no additional requirements as to certain issues or issuers. SUBSIDIARIES AND AFFILIATES The company owns, develops, operates and franchises the following brands through various subsidiaries:

Chowking Chowking’s challenge in 2012 was to maintain its presence in the fastfood market. In 2012, Chowking further improved taste and value to drive customers to its stores by focusing on the Chinese Style Fried Chicken, Chao Fan and Chao Pao. Chowking also improved further its front-and back-end operations for better and faster service. As of December 2012, Chowking is operating 386 stores in the Philippines, 147 of which are company-owned and 239 of which are franchised. 2012 also saw marked improvements in Chowking’s international operations. These include the opening of 3 more stores in the United Arab Emirates, and the opening of the first store in the sultanate of Oman. Chowking USA also introduced new products in its menu which produced positive results among customers, particularly the introduction of the Salt & Pepper Pork with Jalapeno slices and the Orange Chicken. Chowking USA capped off a strong year with the opening of the first Chowking store in Anaheim, California. As of year-end, there are 44 stores outside the Philippines -- 19 stores in the United States, 19 in Dubai, 2 in Indonesia, 3 in Qatar and 1 in Oman. Greenwich Various initiatives placed Greenwich’s flagship products in the forefront. In 2012, Greenwich’s “Better Than Any Other” communications campaign highlighted the superior taste of its Ultimate Special Overload and Ultimate Hawaiian Overload pizzas. 2012 also saw Greenwich stepping into the world of social media through Facebook and Twitter which featured online campaigns and famous personalities and the online launch of the Crispy Glazed Chicken. Greenwich also made its presence felt in customers’ homes through its improved delivery service and the launch of the Ultimate Green Card, a rewards card for frequent home delivery customers. Greenwich complimented all these efforts with store renovations to carry the new look, cementing its role as the ultimate Favorite ng Barkada in the Philippines.

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As of December 2012, Greenwich had 202 stores nationwide, with 2 of those participating in the Company’s “multibrand” stores. Greenwich ended the year 2012 with 123 company-owned and 77 franchised stores. “Chowking” and “Greenwich” are business units of Fresh N’ Famous Foods, Inc., a wholly-owned subsidiary of the Company. Red Ribbon Red Ribbon completes a record-breaking performance in 2012 by registering the highest company profit in its history. In 2012, Red Ribbon launched campaigns to further intensity the market position of its signature products – Black Forest, Butter Mamon, Triple Chocolate Roll and Ultimate Chocolate Cake. Other highlights are initiatives on commissary efficiency, productivity efficiency and cost consciousness. In the Philippines, “Red Ribbon” had 212 stores as of December 2012, 125 of which are company-owned and 87 franchised stores. On the international front, Red Ribbon USA repositioned its brand image from a “cakeshop for special occasions” to a “bakeshop for everyday.” Strong value-for-money flagship products were offered to drive long-term brand equity. Noteworthy are the Butter Mamon and Ultimate Chocolate Cake campaigns and the re-launch of the Mango Cake. In the United States, “Red Ribbon” had 32 company-owned stores at the end of 2012. Mang Inasal Mang Inasal focused on brand building and reinforcing brand strategy in 2012. It improved site selection process, product development and commissary development to provide better products to its customers. 2012 witnessed the introduction of the Dinuguan and Puto and the celebration of Mang Inasal’s flagship product, the Barbecue Chicken, on television, radio and billboards across the country. Mang Inasal also launched a new tagline for its Chicken Inasal -- “Wow sa Laki, Nuot Sa Sarap.” As of December 2012, Mang Inasal had 465 stores, 52 of which are company-owned and 413 are franchised stores. It also operates 2 commissaries, one in Iloilo City and another in Taguig, Metro Manila.

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Burger King Burger King made its presence felt in 2012 with the launch of the thematic campaign featuring the world-famous flagship product – the Whopper, which generated significant positive awareness for Burger King’s burgers. Supported by cable television advertisement placements, billboards and in-store merchandising materials, the campaign improved the Whopper’s good value for money rating. 2012 also witnessed the rebirth of the flame-grilled Angus Steakhouse Burger and the launch of the flame-grilled barbeque cheeseburger. The year was topped off with the “Free Fries Weekend” promo to reward loyal customers. Burger King opened five (5) new restaurants in prime locations using the “Garden Grill” concept which accentuates the brand’s core brand equity of “flame-grilling” as well as providing customers with a taste of American life. As of December 31, 2012, there were 29 Burger King stores.

Yonghe King 2012 was a challenging year for the restaurant industry in China with the slow down in China’s economic growth rate. Rising to the challenge, Yonghe King focused on building its brand image with the introduction of its “Every Day Value Meals.” Yonghe King repositioned itself as the Chinese Quick Service Restaurant (“CQSR”) which featured delicious, value-for-money, Taiwan-inspired dishes. Yonghe King also re-launched its flagship products, Soy Milk and Youtiao, Minced Pork Rice, Three Cups Chicken and Beef Noodles. These received positive feedback from customers making Yonghe King the No. 1 CQSR in China, as awarded by the China Brand Power Index for the second year in a row. Yonghe King was also awarded China’s “7 Stars Award” which outstanding recognized efforts in food safety. To celebrate Yonghe King’s 17th anniversary (since the opening of its first store in Shanghai, People’s Republic of China in 1995), Yonghe King created the biggest Youtiao in the planet, as witnessed by the Guinness World Record organization. As of December 2012, “Yonghe King” had 292 company-owned stores and 5 franchised stores spread over 21 cities in the PRC. In 2012 alone, Yonghe King opened 59 stores in different parts of the PRC.

Hongzhuangyuan

In 2012, Hong Zhuang Yuan strived to be known as the only Chinese neighboring restaurant that “feels like home,” offering delicious, everyday, value-for-money comfort food. The brand rallied from its new tagline “Congee, and Much More,” the first step in brand evolution from a quick-service Congee restaurant to a casual dining restaurant. As of December 2012, Hong Zhuang Yuan was operating 46 restaurants, 45 of which are company-owned. San Pin Wang In 2012, San Pin Wang developed the beef brisket rice noodle, a new, low-price beef noodles that was well-received by consumers. The beef brisket rice noodle joined other beef noodle favorites – beef tendon rice noodle and beef rice noodle.

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San Pin Wang also opened seven (7) restaurants in 2012, notable of which are the new restaurants in Wuyixi and Wangxiang. Improving further its corporate social responsibility efforts, San Pin Wang saw the launch of the “SPW Scholarship” in Guangxi Traditional Chinese Medicinal University to support the development and promotion of traditional Chinese medicine. San Pin Wang was awarded the “advanced domestic trade enterprise” given by the commerce department of Guangxi. As of December 2012, San Pin Wang had 40 stores.

Superfoods

The SuperFoods group owns and operates various brands, including Highlands Coffee Shops in Vietnam, Highlands Coffee Packaged Products and Hard Rock Café franchised stores in Macau, Hong Kong and Vietnam. The SuperFoods Group also acquired the Pho 24 brand and restaurants which have presence in Vietnam, Indonesia, Philippines, Hong Kong, Cambodia and Japan. Highlands Coffee serves Vietnamese coffee and light meals in trendy coffee shops, and also sells packaged coffee through retail outlets. Meanwhile, Pho 24 serves traditional Vietnamese dishes with rice noodles as its core products. In the Philippines, the franchising rights for operating Highlands Coffee Shops was granted to IP Ventures, Inc. IP Ventures, a company formed and controlled by IPVG Corp., operates the largest chain of internet cafes in the Philippines under the brand name Netopia. As of December 31, 2012, Highlands Coffee had 75 stores in Vietnam while Pho 24 has 62 restaurants.

Jinja

As of December 31, 2012, Jinja operates 3 restaurants in the US. JOLLIBEE GROUP FOUNDATION, INC.12

THE JOLLIBEE GROUP FOUNDATION, INC. (the “Foundation”) was established in December 2004 to serve as the Company’s corporate social responsibility arm. The Foundation’s initiatives focused on the following areas: Education, Leadership and Community Development, Environment and, in light of the recent calamities, Disaster Response. In 2012, the Foundation put its thrust in promoting food security in communities at the forefront of its efforts. The Busog Lusog Talino (“BLT”) program was implemented in 1,053 public schools in 199 cities and municipalities worldwide. A total of 37,821 pupils in the first and second grades were fed lunch daily for 136 days, bringing the total number of BLT pupils to 60,000 since BLT was first implemented in 2007. Through its Farmer Entrepreneurship Program (“FEP”), the JFC supply chain was harnessed by giving opportunities to small farmers to be direct suppliers of the Jollibee Group. In 2012, more than 500 small farmers from Nueva Ecija, Pangasinan, Quezon, Ilocos Sur, Tarlac, Agusan del Sur, Davao Oriental and Bukidnon received training and technical assistance on production, marketing and finance. Farmers’

12 In January 2013, the Securities and Exchange Commission approved the change of name from Jollibee Foundation, Inc. to the Jollibee Group Foundation, Inc.

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cooperatives organized in these areas successfully various raw materials to the Jollibee Group and other institutions. The FEP is a partnership with the Catholic Relief Services and the National Livelihood Development Corporation. Finally, more than 370 employees of the Jollibee Group participated in the Tree Nurturing Project held in Mt. Banahaw in Liliw, Laguna and the Ipo Watershed in Bulacan where a total of 6 hectares of land was reforested. OTHERS Other subsidiaries of the Company include FREEMONT FOODS CORPORATION, a wholly-owned subsidiary which owns and operates the Company’s Jollibee stores primarily in the Visayas and Mindanao areas, and GRANDWORTH RESOURCES CORPORATION, a real estate company which owns or leases some of the properties used as store sites. PERCENTAGE OF FOREIGN SALES The percentage of foreign sales to total net sales for the last four (4) years is as follows: 2012 2011 2010 2009 Total Sales 67,493,953,521 59,266,444,340 50,506,967,113 45,344,123,164Foreign Sales 15,534,109,102 12,353,833,195 9,852,053,490 8,307,292,922Percentage 23.01% 20.8% 19.5% 18.3% The percentage of foreign sales to net income is as follows: 2012 2011 2010 2009 Net Income 3,713,062,706 3,253,802,924 3,212,535,996 2,666,899,745Foreign Sales 15,534,109,102 12,353,833,195 9,852,053,490 8,307,292,922Percentage 418.4% 379.7% 306.7% 311.5% TRADEMARK REGISTRATION

TRADEMARK RECORDS BY COUNTRY Following is a list of the local and international trademark registrations and pending applications for registration for the “Jollibee” brand as of December 31, 2012.

Country Trademark TM Logo Appli- cation

No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

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No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Argentina JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

1997309 29 Aug 1995

1,652,377 03 Dec 1997

Registered 42

Australia JOLLIBEE MASCOT DEVICE

654121 24 Feb 1995

654121 24 Feb 1995

Registered 42

42

Bahrain BEE DEVICE 80978 15 Apr 2010

80978 15 Apr 2010

Registered 29

Bahrain BEE DEVICE 80979 15 Apr 2010

80979 15 Apr 2010

Registered 30

Bahrain BEE HEAD DEVICE (Black & White) - MAIN

91757 24 Apr 2012

Pending 29

Bahrain BEE HEAD DEVICE (Black & White) - MAIN

91758 24 Apr 2012

Pending 43

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No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Bahrain CHICKENJOY WORD MARK - MAIN

91759 24 Apr 2012

Pending 29

Bahrain CHICKENJOY WORD MARK - MAIN

91760 24 Apr 2012

Pending 43

Bahrain JOLLIBEE & MASCOT DEVICE

1070/95 02 Aug 1995

S1718 02 Aug 1995

Registered 42

Bahrain JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

1068/95 02 Aug 1995

TM 19220 02 Aug 1995

Registered 29

Bahrain JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

1069/95 02 Aug 1995

S1717 02 Aug 1995

Registered 42

Bahrain JOLLIBEE LOGO & DEVICE

80975 15 Apr 2010

80975 15 Apr 2010

Registered 29

60


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


80976 15 Apr 2010

80976 15 Apr 2010

Registered 30


80977 15 Apr 2010

80977 15 Apr 2010

Registered 43

Bahrain JOLLIBEE WORD MARK - MAIN

91755 24 Apr 2012

Pending 29

Bahrain JOLLIBEE WORD MARK - MAIN

91756 24 Apr 2012

Pending 43

Brazil JOLLIBEE GREAT BURGERS GREAT CHICKEN

819052612

16 Feb 1996

819052612 30 Nov 1999

Registered 29

Brazil JOLLIBEE GREAT BURGERS GREAT CHICKEN

818935359

15 Dec 1995

818935359 30 Nov 1999

Registered 38

61


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Brunei Darussalam

BEE HEAD DEVICE (Black & White) - MAIN

42,856 26 Apr 2012

Pending 29

43

Brunei Darussalam

CHICKENJOY WORD MARK - MAIN

42,855 26 Apr 2012

Pending 29

43

Brunei Darussalam

JOLLIBEE 36,341 24 Jun 2004

36,341 24 Jun 2004

Registered 43

Brunei Darussalam

JOLLIBEE WORD MARK - MAIN

42,857 26 Apr 2012

Pending 29

43

62


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Cambodia


46001 11-May-12

Pending 29

Cambodia BEE HEAD DEVICE (Black & White) - MAIN

46002 11-May-12

Pending 43

Cambodia CHICKENJOY WORD MARK - MAIN

46003 11-May-12

Pending 29

Cambodia CHICKENJOY WORD MARK - MAIN

46004 11-May-12

Pending 43

Cambodia JOLLIBEE WORD MARK - MAIN

45999 11-May-12

Pending 29

Cambodia JOLLIBEE WORD MARK - MAIN

46000 11-May-12

Pending 43

Canada BEE HEAD DEVICE

1324318 16 Nov 2006

761468 11 Mar 2010

Registered 43

Canada BEE HEAD DEVICE

1563176 08 Feb 2012

Pending 29

63


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Canada CHICKENJOY 1563177 08 Feb 2012

Pending 29

43

Canada JOLLIBEE 1324317 16 Nov 2006

761476 11 Mar 2010

Registered 43

32

42

30

29

Canada JOLLIBEE GREAT BURGERS GREAT CHICKEN & DESIGN

783671 26 May 1995

727149 28 Oct 2008

Registered 29

42

China JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

95054017

03 May 1995

971757 28 Mar 1997

Registered 42

China JOLLIBEE MASCOT DEVICE

95066755

01 Jun 1995

951389 21 Feb 1997

Registered 29

China JOLLIBEE MASCOT DEVICE

95054016

03 May 1995

955790 28 Feb 1997

Registered 42

64


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

4740571

7-May-08 Registered 21

China

4740572

May 7 2009 Registered 20

China

4740573


China

4740574

7-Mar-08 Registered 33

China

4740575


China

4740576

7-Feb-09 Registered 36

65


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

4740577


China

4740578


China

4740579

May 7 2009 Registered 16

China

4740580


China

4740590


China

5149228

Processing 11

66


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

5149229


China

5149230


China

5149231

21-Nov-09 Registered 8

China

5149232

14-Jan-09 Registered 7

China

5149233


China

5149234

28-Nov-09 Registered 5

67


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

5149235

7-Jun-09 Registered 4

China

5149236

Processing 3

China

5149237


China

5149238

21-Dec-09 Registered 21

China

5149239

7-Aug-10 Registered 20

China

5149240


68


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

5149241

Processing 18

China

5149242


China

5149243


China

5149244


China

5149245


China

5149246


69


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

5149247


China

5149248


China

5149249


China

5149250


China

5149251


China

5149252

7-Jul-09 Registered 26

70


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

5149253

Processing 25

China

5149254


China

5149255


China

5149256


China

5149257


China

5149258


71


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

5149259


China

5149260


China

5149261


China

5149262


China

5149263

Processing 35

China

5149264


72


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

5149265


China

5149266


China

5149267


China

5149268


China

5149269


China

5149270


73


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

5149271


China

5149272

Processing 42

China

5149273

28-Aug-09 Registered

43

China

5149274

21-Jun-09 Registered

42

China

5149275


China

5149276


74


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

5149277


China

6173242

28-Dec-09 Registered 10

China

6173243


China

6173244


China

6173245


China

6173246


75


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

6173247


China

6173248


China

6173249


China

6173250


China

6173251


China

6173252


76


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

6173253


China

6173254


China

6173255


China

6173255


China

6173257


China

6173258


77


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

6173259


China

6173260


China

6173261


China

6173262


China

6173263

7-Sep-09 Registered 29

China

6173264


78


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

6173265


China

6173266


China

6173267


China

6173268


China

6173269


China

6173270


79


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

6173271


China

6173322


China

6173323


China

6173324


China

6173325


China

6173326


80


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

6173327


China

6173328


China

6173330


China

6173331


China

6173332


China

6173343


81


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

6173344


China

6173345


China

6173346


China

1019097


China

1356544


China

1359132


82


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

China

1369995


China

980654

14-Apr-07 Registered 32

China

1019874


Czech Republic

JOLLIBEE & DEVICE

104009 19 Sep 1995

196474 03 Jan 1997

Registered 30

32

29

42

Egypt JOLLIBEE & DEVICE

90430 28 Mar 1994

90430 04 Dec 1997

Registered 42


90427 28 Mar 1994

90427 04 Dec 1997

Registered 29

83


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


95740 18 May 1995

95740 14 Feb 2001

Registered 42


95741 18 May 1995

95741 17 Jan 2001

Registered 29

Egypt JOLLIBEE MASCOT DEVICE

95742 18 May 1995

95742 17 Jan 2001

Registered 42

France JOLLIBEE (& device)

94537781

28 Sep 1994

94537781 28 Sep 1994

Registered 29

29

30

42

30

32

Germany JOLLIBEE & DEVICE

J31300 17 Aug 1994

2 907 060 29 May 1995

Registered 42

30

32

29

Hong Kong BEE HAPPY 301/2002 09 Jan 2002

10613/2003 09 Jan 2002

Registered 42

Hong Kong JOLLIBEE 300352025

11 Jan 2005

300352025 11 Jan 2005

Registered 43

84


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Hong Kong JOLLIBEE & (ZU LE BI IN CHINESE CHARACTERS) & DEVICE

980/2000 17 Jan 2000

5406/2001 17 Jan 2000

Registered 42

Hong Kong JOLLIBEE & (Zu Le Bi in Chinese characters) & Device

979/2000 17 Jan 2000

5405/2001 17 Jan 2000

Registered 29

Hong Kong Jollibee Great Burgers Great Chicken & Device (series)

3906/95 04 Apr 1995

1984A-B/99 04 Apr 1995

Registered 42

Hong Kong JOLLIBEE MASCOT DEVICE

5314/95 04 May 1995

668/97 04 May 1995

Registered 29

Hong Kong JOLLIBEE MASCOT DEVICE

5678/95 12 May 1995

4465/99 12 May 1995

Registered 42

Hong Kong JOLLIBEE NAME (IN CHINESE CHARACTERS ''SIU LOK FUNG'')

09486 of 1996 01 Mar 1995

Registered 29

85


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


09487 of 1996 01 Mar 1995

Registered 30


09488 of 1996 01 Mar 1995

Registered 32


09489 of 1996 Registered 42

India JOLLIBEE & DESIGN

1367743 29 Jun 2005

1367743 29 Jun 2005

Registered 30

29

India JOLLIBEE & DESIGN

1356313 10 May 2005

1356313 10 May 2005

Registered 42

India JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

737457 13 Mar 1997

Pending 16

India JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

737458 13 Mar 1997

Pending 29

86


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Indonesia BEE HEAD DEVICE (BLACK & WHITE) - MAIN

D00-2012-

022535

11 May 2012

Pending 43

29

Indonesia BEE HEAD DEVICE (BLACK & WHITE) - MAIN

J00-2012-

022539

11 May 2012

Pending 43

Indonesia CHICKENJOY WORD MARK - MAIN

J00-2012-

022547

11 May 2012

Pending 43

Indonesia CHICKENJOY WORD MARK - MAIN

D00-2012-

022543

11 May 2012

Pending 29

Indonesia JOLLIBEE R00-2002-

08317-08322

22 Oct 1992

IDM000074916

06 Jan 1995

Lapsed 29

Indonesia JOLLIBEE & DEVICE

V00-2002-

10210-10216

22 Oct 2002

IDM000004618

30 Sep 2003

Registered 43

87


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Indonesia JOLLIBEE BEEFBURGER GREAT BURGERS GREAT CHICKEN & DEVICE

R00-2005-00443

20 Apr 2005

367408 20 Apr 1995

Registered 42

Indonesia JOLLIBEE BEEFBURGER GREAT BURGERS GREAT CHICKEN & DEVICE

24 Apr 1995

368310 24 Sep 1996

Registered 29

Indonesia JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

O-954544

20 Mar 1995

Pending 29

Indonesia JOLLIBEE WORD MARK - MAIN

D00-2012-

0022546

11 May 2012

Pending 43

29

Indonesia JOLLIBEE WORD MARK - MAIN

D00-2012-

0022546

11 May 2012

Pending 43

Israel JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

100922 20 Sep 1995

100922 20 Sep 2002

Registered 29

88


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Israel JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

100923 20 Sep 1995

100923 20 Sep 2002

Registered 42

Italy BEE HEAD DEVICE (Black & White) - MAIN

MI2012C004989

15-May-12

Pending 29

43

Italy CHICKENJOY WORD MARK - MAIN

MI2012C004988

15-May-12

Pending 29

43

Italy JOLLIBEE WORD MARK - MAIN

MI2012C004987

15-May-12

Pending 29

43

Jordan BEE HEAD DEVICE (Black & White)

121001 22 Nov 2011

Pending 43

Jordan JOLLIBEE WORDMARK

121002 22 Nov 2011

Pending 43

Korea - Republic of (South)


45-2012-0002341

07 May 2012

Pending 29

43



45-2012-0002342

07 May 2012

Pending 43

29

89


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


JOLLIBEE & DESIGN

40-0358457 21 Mar 1997

Registered 7


JOLLIBEE & DESIGN

40-0372192 09 Aug 1997

Registered 5


JOLLIBEE & DESIGN

40-0372105 08 Aug 1997

Registered 2


JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

95-048721

369351 18 Jul 1997 Registered 7



96-11545 23 Mar 1996

377580 08 Oct 1997

Registered 2



95-48721 21 Dec 1995




95-12356 21 Dec 1995

Pending 42



45-2012-0002340

07 May 2012

Pending 29

43

90


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Kuwait JOLLIBEE LOGO AND DEVICE

112416 13 Jun 2010

95849 Registered 43

Kuwait BEE DEVICE 112417 13 Jun 2010

95850 16 Oct 2011

Registered 29


95851 16 Oct 2011

Registered 30


95852 16 Oct 2011

Registered 43

Kuwait BEE HEAD DEVICE (Black & White) - MAIN

129537 23 Apr 2012

Pending 29

Kuwait BEE HEAD DEVICE (Black & White) - MAIN

129538 23 Apr 2012

Pending 43

Kuwait CHICKENJOY WORD MARK - MAIN

129539 23 Apr 2012

Pending 29

91


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Kuwait CHICKENJOY WORD MARK - MAIN

129540 23 Apr 2012

Pending 43

Kuwait JOLLIBEE & DEVICE

36669 28 May 1997

Pending 29

Kuwait JOLLIBEE & DEVICE

36670 28 May 1997

Pending 42

Kuwait JOLLIBEE & THREE BEE DEVICE (JOLLIBEE MASCOT)

36671 28 May 1997

Pending 42


112414 13 Jun 2010

95847 Registered 29


112415 13 Jun 2010

95848 Registered 30

92


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Kuwait JOLLIBEE (WORD) AND DEVICE

32461 26-Nov-95

29947 25-Nov-05 Registered 30

Kuwait JOLLIBEE (WORD) AND DEVICE

32462 26-Nov-95


Kuwait JOLLIBEE DEVICE & JOLLIBEE FOODS CORPORATION

32463 26-Nov-95


Kuwait JOLLIBEE WORD MARK - MAIN

129535 23 Apr 2012

Pending 29

Kuwait JOLLIBEE WORD MARK - MAIN

129536 23 Apr 2012

Pending 43

Lebanon JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

66960 20 Sep 1995

66960 20 Sep 1995

Registered 42

29

93


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Malaysia BEE HEAD DEVICE (BLACK & WHITE) - MAIN

2012052508

23 Apr 2012

Pending 29

Malaysia BEE HEAD DEVICE (BLACK & WHITE) - MAIN

2012052510

23 Apr 2012

Pending 43

Malaysia CHICKENJOY WORD MARK - MAIN

2012052511

23 Apr 2012

Pending 29

Malaysia CHICKENJOY WORD MARK - MAIN

2012052512

23 Apr 2012

Pending 43

Malaysia JOLLIBEE 2000-2359

03 Mar 2000

2000-2359 03 Mar 2000

Registered 43

Malaysia JOLLIBEE (word) and Device

95003171

08 Apr 1995

95003171 08 Apr 1995

Registered 29

29

94


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Malaysia JOLLIBEE MASCOT (SERIES OF 3)

2000-02358

03 Mar 2000

2000-02358 03 Mar 2000

Registered 43

Malaysia JOLLIBEE WORD MARK - MAIN

2012052507

23 Apr 2012

Pending 29

Mexico JOLLIBEE GREAT BURGERS GREAT CHICKEN & DESIGN

288147 26 Feb 1997


Mexico JOLLIBEE GREAT BURGERS GREAT CHICKEN & DESIGN

405557 06 Jan 2000

764426 21 Oct 2002

Registered 42

New Zealand


254483 06 Oct 1995

254483 06 Oct 1995

Registered 29

29

New Zealand


254484 06 Oct 1995

254484 06 Oct 1995

Registered 42

95


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

42

Oman BEE HEAD DEVICE (BLACK & WHITE) - MAIN

73974 23 Apr 2012

Pending 29

Oman BEE HEAD DEVICE (BLACK & WHITE) - MAIN

73975 23 Apr 2012

Pending 43

Oman CHICKENJOY WORD MARK - MAIN

73976 23 Apr 2012

Pending 29

Oman CHICKENJOY WORD MARK - MAIN

73977 23 Apr 2012

Pending 43

Oman JOLLIBEE (WORD MARK)

69397 20 Jul 2011

Pending 29


69398 20 Jul 2011

Pending 30

96


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


69399 20 Jul 2011

Pending 43

Oman JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

11660 29 May 1995

11660 29 May 2005

Registered 29

Oman JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

11659 29 May 1995

Registered 42

Oman JOLLIBEE MASCOT

11658 29 May 1995

Pending 42

Papua New Guinea


59020 11 Sep 1995

59020 11 Sep 1995

Registered 29

29

Papua New Guinea


59021 11 Sep 1995

59021 11 Sep 1995

Registered 42

42

97


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines 1/3 POUND PATTY CHAMP EXTRA BIG LOGO & DEVICE

4-2010-004210

20 Apr 2010

4-2010-004210

03 Dec 2010

Registered 35

29

Philippines 1/3 POUND PATTY CHAMP EXTRA BIG LOGO & DEVICE (IN COLOUR)

4-2010-004235

21 Apr 2010

4-2010-004235

28 Jan 2011

Registered 29

35

Philippines AFFORDELICIOUS 4-2010-010083

15 Sep 2010

4-2010-010083

07 Apr 2011

Registered 35

Philippines AMAZING ALOHA & PINEAPPLE SLICE DEVICE

4-1996-106351

04 Mar 1996

4-1996-108683

04 Nov 2002

Registered 8

Philippines BEE HAPPY 4-2012-003129

12 Mar 2012

Pending 35

98


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines BEE HEAD DEVICE

4-2005-007557

05 Aug 2005

4-2005-007557

19 Feb 2007

Registered 18

28

24

9

21

20

25

16

Philippines BEE HEAD DEVICE

4-2004-006570

23 Jul 2004

4-2004-006570

06 Jan 2006

Registered 43

Philippines BEE HEAD DEVICE (BLACK & WHITE) - MAIN

4-2012-004771

19 Apr 2012

Pending 29

Philippines CHAMP 4-2010-004236

21 Apr 2010

4-2010-004236

28 Jan 2011

Registered 29

35

Philippines CHICKEN TORPEDO

4-2004-011637

08 Dec 2004

4-2004-011637

15 Jan 2007

Registered 29

99


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines CHICKENJOY WORD MARK - MAIN

4-2004-006569

23 Jul 2004

4-2004-006569

26 May 2006

Registered 29

Philippines CHICKENJOY WORD MARK - MAIN

4-2012-004770

19 Apr 2012

Pending 43

Philippines COMBEE 4-2006-005919

05 Jun 2006

4-2006-005919

19 Feb 2007

Registered 43

Philippines CONE TWIRL 4-2010-010089

15 Sep 2010

4-2010-010089

07 Apr 2011

Registered 29

Philippines CRISPYLICIOUS (WORD MARK)

4-2012-000563

16 Jan 2012

Pending 29

Philippines EVERYDAY DESERVES A SUNDAE

4-2011-010765

08 Sep 2011

Pending 30

100


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines HAPPYPLUS CASHLESS PAYMENTS WITH REWARDS LOGO AND DEVICE (IN BLACK & WHITE)

4-2011-002977

15 Mar 2011

Pending 35

16

36

9

Philippines HAPPYPLUS CASHLESS PAYMENTS WITH REWARDS LOGO AND DEVICE (IN COLOR)

4-2011-009245

05 Aug 2011

4-2011-009245

05 Jan 2012

Registered 36

9

35

16

Philippines HETTY MASCOT DESIGN

4-2008-007563

25 Jun 2008

4-2008-007563

23 Jul 2009 Registered 16

24

27

41

28

21

18

20

25

Philippines HETTY MASCOT HOUSE DEVICE (IN BLACK & WHITE)

4-2010-005365

20 May 2010

4-2010-005365

21 Oct 2010

Registered 18

28

16

41

25

101


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines HETTY MASCOT HOUSE DEVICE (IN COLOR)

4-2010-005368

20 May 2010

4-2010-005368

14 Oct 2010

Registered 25

41

28

16

18

Philippines Ice Craze Coffee Jelly

4-2005-003299

12 Apr 2005

4-2005-003299

05 May 2007

Registered 30

Philippines jk 4-2005-008738

05 Sep 2005

4-2005-008738


26

16

18

Philippines JOLLIBEE 4-2005-007558

05 Aug 2005

4-2005-007558

19 Feb 2007

Registered 20

18

25

24

21

9


08 Jun 2000

4-2000-004772

10 Mar 2006

Registered 42

32

30

29

102


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


31 Aug 2000

4-2000-007421

24 Sep 2005

Registered 16

28

Philippines JOLLIBEE BREAKFAST JOYS

4-2009-006901

13 Jul 2009

4-2009-006901

24 Dec 2009

Registered 29

35

Philippines JOLLIBEE CHAMP 4-2009-006900

13 Jul 2009

4-2009-006900

12 Nov 2009

Registered 35

29

Philippines JOLLIBEE CHAMP. BIG BURGER GOODNESS LIKE NO OTHER.

4-2009-006905

13 Jul 2009

4-2009-006905

12 Nov 2009

Registered 35

Philippines JOLLIBEE CHICKEN BARBECUE DELICIOUS INSIDE AND OUT INSIDE A RECTANGULAR DEVICE

4-2010-004237

21 Apr 2010

4-2010-004237

22 Mar 2012

Registered 35

29

103


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines JOLLIBEE CHICKEN BARBECUE DELICIOUS INSIDE AND OUT INSIDE A RECTANGULAR DEVICE (IN COLOUR)

4-2010-004233

21 Apr 2010

4-2010-004233

13 Jan 2011

Registered 29

35

Philippines JOLLIBEE CHICKEN BARBECUE INSIDE A RECTANGULAR DEVICE

4-2010-004204

20 Apr 2010

4-2010-004204

13 Jan 2011

Registered 29

35

Philippines JOLLIBEE CHICKEN BARBECUE INSIDE A RECTANGULAR DEVICE (IN COLOUR)

4-2010-004234

21 Apr 2010

4-2010-004234

28 Jan 2011

Registered 29

35

Philippines JOLLIBEE GRILLED PORK TENDERS (Word Mark)

4-2012-000614

17 Jan 2012

4-2012-000614

03 May 2012

Registered 29

Philippines JOLLIBEE IN TRAPEZOID AND BEE HEAD DEVICE

4-2011-003560

29 Mar 2011

4-2011-003560

15 Sep 2011

Registered 43

104


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines JOLLIBEE IN TRAPEZOID AND BEE HEAD DEVICE (IN COLOR)

4-2011-003613

30 Mar 2011

4-2011-003613

27 Oct 2011

Registered 43

Philippines JOLLIBEE IN TRAPEZOID DEVICE

4-2011-003561

29 Mar 2011

4-2011-003561

04 Aug 2011

Registered 43

Philippines JOLLIBEE IN TRAPEZOID DEVICE (IN COLOR)

4-2011-003543

28 Mar 2011

4-2011-003543

27 Oct 2011

Registered 43

Philippines JOLLIBEE KIDS CLUB INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF FACES OF KIDS

4-2010-005155

17 May 2010

4-2010-005155

31 Dec 2010

Registered 16

35

Philippines JOLLIBEE KIDS CLUB INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF FACES OF KIDS (IN COLOUR)

4-2010-005303

20 May 2010

4-2010-005303

23 Dec 2010

Registered 16

35

105


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines JOLLIBEE KIDS CLUB INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF FACES OF KIDS AND JOLLIBEE CHARACTER ON THE UPPER LEFT SIDE

4-2010-005156

17 May 2010

4-2010-005156

31 Dec 2010

Registered 35

16

Philippines JOLLIBEE KIDS CLUB INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF FACES OF KIDS AND JOLLIBEE CHARACTER ON THE UPPER LEFT SIDE (IN COLOUR)

4-2010-005302

20 May 2010

4-2010-005302

31 Dec 2010

Registered 16

35

Philippines JOLLIBEE KIDS MEAL INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF A FORK ON THE LEFT SIDE AND A SPOON ON THE RIGHT SIDE

4-2010-005153

17 May 2010

4-2010-005153

31 Dec 2010

Registered 35

16

Philippines JOLLIBEE KIDS MEAL INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF A FORK ON THE LEFT SIDE AND A SPOON ON THE RIGHT SIDE (IN COLOUR)

4-2010-005307

20 May 2010

4-2010-005307

31 Dec 2010

Registered 35

16

Philippines JOLLIBEE KIDS MEAL INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF A FORK ON THE LEFT SIDE, A SPOON ON THE RIGHT SIDE AND

4-2010-005154

17 May 2010

4-2010-005154

31 Dec 2010

Registered 16

106


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

A JOLLIBEE CHARACTER ON THE UPPER LEFT SIDE

35

Philippines JOLLIBEE KIDS MEAL INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF A FORK ON THE LEFT SIDE, A SPOON ON THE RIGHT SIDE AND A JOLLIBEE CHARACTER ON THE UPPER LEFT SIDE (IN COLOUR)

4-2010-005304

20 May 2010

4-2010-005304

16 Dec 2010

Registered 16

35

Philippines JOLLIBEE KIDS TV AND DEVICE WITH JOLLIBEE CHARACTER ON THE LEFT SIDE

4-2010-005151

17 May 2010

4-2010-005151

31 Dec 2010

Registered 35

16

41

Philippines JOLLIBEE KIDS TV AND DEVICE WITH JOLLIBEE CHARACTER ON THE LEFT SIDE (IN COLOUR)

4-2010-005305

20 May 2010

4-2010-005305

16 Dec 2010

Registered 16

35

41

Philippines JOLLIBEE KIDS TV INSIDE A SQUARE DEVICE

4-2010-005152

17 May 2010

4-2010-005152

31 Dec 2010

Registered 41

107


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

35

16

Philippines JOLLIBEE KIDS TV INSIDE A SQUARE DEVICE (IN COLOUR)

4-2010-005306

20 May 2010

4-2010-005306

16 Dec 2010

Registered 35

16

41

Philippines JOLLIBEE LOGO AND DEVICE

4-2010-002055

24 Feb 2010

4-2010-002055


30

29

Philippines JOLLIBEE MAAGA ANG PASKO LOGO (BLACK & WHITE)

4-2012-001250

01 Feb 2012

4-2012-001250

11 May 2012

Registered 36

Philippines JOLLIBEE MASCOT DESIGN

4-2008-007562

25 Jun 2008

4-2008-007562


28

24

25

20

16

21

27

41

108


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines JOLLIBEE MASCOT HOUSE DEVICE (IN COLOR)

4-2010-005367

20 May 2010

4-2010-005367

21 Oct 2010

Registered 25

41

18

28

16

Philippines JOLLIBEE MASCOT HOUSE DEVICE( IN BLACK & WHITE)

4-2010-005366

20 May 2010

4-2010-005366

21 Oct 2010

Registered 16

25

41

28

18

Philippines JOLLIBEE SUPER MEALS

4-2005-002450

15 Mar 2005

4-2005-002450

18 Dec 2006

Registered 43

Philippines JOLLIKIDS 4-2005-000388

13 Jan 2005

4-2005-000388

08 Jun 2006

Registered 26

16

18

25

Philippines JOLLITOWN 4-2008-005395

08 May 2008

4-2008-005395

25 Mar 2010

Registered 16

109


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

25

24

18

20

27

28

41

Philippines Jolly Cheezy Fries 4-2005-006933

22 Jul 2005

4-2005-006933

05 Nov 2007

Registered 29

Philippines JOLLY CRISPY FRIES

4-2009-006965

14 Jul 2009

4-2009-006965

15 Apr 2010

Registered 35

Philippines JOLLY CRISPY FRIES (WORD MARK)

4-2004-006392

20 Jul 2004

4-2004-006392

09 Feb 2009

Registered 29

Philippines JOLLY CRISPY FRIES. BEST FRIENDS FRIES.

4-2009-006907

13 Jul 2009

4-2009-006907

19 Nov 2009

Registered 35

Philippines JOLLY HOTDOG 4-2009-006903

13 Jul 2009

4-2009-006903

24 Dec 2009

Registered 29

35

110


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines JOLLY HOTDOG. SARAP ON-THE-MOVE.

4-2009-006906

13 Jul 2009

4-2009-006906

19 Nov 2009

Registered 35

Philippines JOLLY KRUNCHY TWIRL

4-2005-001998

02 Mar 2005

4-2005-001998

18 Sep 2006

Registered 30

29

Philippines JOLLY SHAKES WRITTEN IN COLORS RED AND ORANGE ENCLOSED BY A RECTANGLE SHADED IN BLUE

4-2003-001019

05 Feb 2003

4-2003-001019

20 Nov 2006

Registered 30

29

Philippines JUICYLICIOUS (WORD MARK)

4-2012-000564

16 Jan 2012

Pending 29

Philippines LANGHAP SARAP 4-2009-003033

23 Mar 2009

4-2009-003033

12 Nov 2009

Registered 29

30

Philippines MAAGA ANG PASKO (WORD MARK)

4-2012-001251

01 Feb 2012

4-2012-001251

11 May 2012

Registered 36

Philippines POPO MASCOT DESIGN

4-2008-007564

25 Jun 2008

4-2008-007564


111


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

21

24

41

20

27

16

25

28

Philippines POPO MASCOT HOUSE DEVICE (IN BLACK & WHITE)

4-2010-005364

20 May 2010

4-2010-005364

21 Oct 2010

Registered 18

16

28

25

41

Philippines POPO MASCOT HOUSE DEVICE (IN COLOR)

4-2010-005369

20 May 2010

4-2010-005369

14 Oct 2010

Registered 18

16

28

41

25

Philippines SPAGHETTIEST 4-2009-003358

31 Mar 2009

Pending 32

29

30

Philippines SWIRLY-BITZ (STYLIZED)

4-2000-000424

20 Jan 2000

4-2000-000424

13 Nov 2003

Registered 30

32

112


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines TWIRLIE MASCOT DESIGN

4-2008-007561

25 Jun 2008

4-2008-007561


24

21

27

18

25

28

16

20

Philippines TWIRLIE MASCOT HOUSE DEVICE (IN BLACK & WHITE)

4-2010-005363

20 May 2010

4-2010-005363

21 Oct 2010

Registered 25

18

41

28

16

Philippines TWIRLIE MASCOT HOUSE DEVICE (IN COLOR)

4-2010-005370

20 May 2010

4-2010-005370

14 Oct 2010

Registered 18

16

28

41

25

Philippines YUM (WORD MARK)

4-2003-008177

04 Sep 2003

4-2003-008177

11 Nov 2010

Registered 43

29

113


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Philippines YUM MASCOT DESIGN

4-2008-007565

25 Jun 2008

4-2008-007565


21

41

25

27

18

24

16

28

Philippines YUM MASCOT HOUSE DEVICE (IN BLACK & WHITE)

4-2010-005362

20 May 2010

4-2010-005362

06 Jan 2011

Registered 16

18

25

28

41

Philippines YUM MASCOT HOUSE DEVICE (IN COLOR)

4-2010-005371

20 May 2010

4-2010-005371

14 Oct 2010

Registered 18

25

28

41

16

Qatar BEE DEVICE 80980 15 Apr 2010

80980 15 Apr 2010

Registered 43

114


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Qatar BEE HEAD DEVICE (Black & White) - MAIN

74466 30 Apr 2012

Pending 29

Qatar BEE HEAD DEVICE (Black & White) - MAIN

74467 30 Apr 2012

Pending 43

Qatar CHICKENJOY WORD MARK - MAIN

74468 30 Apr 2012

Pending 29

Qatar CHICKENJOY WORD MARK - MAIN

74469 30 Apr 2012

Pending 43

Qatar JOLLIBEE CHARACTER AND DEVICE

57954 08 Jul 2009

Pending 29


57955 08 Jul 2009

Pending 30

115


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


57956 08 Jul 2009

Pending 42

Qatar JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

14073 11 Oct 1995

14073 24 Mar 2003

Registered 29

Qatar JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

14074 11 Oct 1995

14074 24 Mar 2003

Registered 42

Qatar JOLLIBEE LOGO & DEVICE

57951 08 Jul 2009

Pending 29


57952 08 Jul 2009

Pending 30


57953 08 Jul 2009

Pending 42

116


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Qatar JOLLIBEE WORD MARK - MAIN

74464 30 Apr 2012

Pending 29

Qatar JOLLIBEE WORD MARK - MAIN

74465 30 Apr 2012

Pending 43

Romania JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

13511 08 Mar 1995

29524 08 Mar 2005

Registered 29

42

Romania JOLLIBEE MASCOT DEVICE

13512 08 Mar 1995


Saudi Arabia


182342 21 May 2012

Pending 29

Saudi Arabia


182343 21 May 2012

Pending 43

117


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Saudi Arabia


182346 21 May 2012

Pending 29

Saudi Arabia


182347 21 May 2012

Pending 43

Saudi Arabia

JOLLIBEE & Bee Device (word & device mark)

122600 01 Oct 2007

1038/92 21 Jan 2009

Registered 43

Saudi Arabia


501/26 17 Oct 1999

Registered 29

Saudi Arabia


501/25 17 Oct 1999

Registered 42

Saudi Arabia

JOLLIBEE MASCOT DEVICE

379/25 02 Jul 1996 Registered 42

Saudi Arabia


182344 21 May 2012

Pending 29

Saudi Arabia


182345 21 May 2012

Pending 43

118


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Singapore BEE HEAD DEVICE (BLACK & WHITE) - MAIN

T1205981F

26 Apr 2012

Pending 29

43

Singapore CHICKENJOY WORD MARK - MAIN

T1205748A

20 Apr 2012

Pending 43

29

Singapore JOLLIBEE & DEVICE

T93/03473H

11 May 1993

T93/03473H 11 May 1993

Registered 42


T93/08912E

15 Nov 1993

T93/08912E 15 Nov 1993

Registered 32


T93/03471A

11 May 1993

T93/03471A 11 May 1993

Registered 29

Singapore JOLLIBEE CHARACTER AND DEVICE

T0908261F

24 Jul 2009

T0908261F 24 Jul 2009 Registered 29

30

43

119


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Singapore JOLLIBEE LOGO AND DEVICE

T0908260H

24 Jul 2009

T0908260H 24 Jul 2009 Registered 30

43

29

Singapore JOLLIBEE WORD & DEVICE

3473/93 11 May 1993

Registered 42

Singapore JOLLIBEE WORD & DEVICE

3472/93 11 May 1993

Registered 30

Singapore JOLLIBEE WORD MARK - MAIN

T1205747C

20 Apr 2012

Pending 29

43

South Africa


9510214 08 Aug 1995

95/10214 12 Jun 1998

Registered 29

South Africa


9510215 08 Aug 1995

95/10215 12 Jun 1998

Registered 42

Spain BEE HEAD DEVICE (Black & White)

3012444 05 Jan 2012

Pending 43

29

120


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Spain CHICKENJOY WORD MARK

05 Jan 2012

3012445 21 May 2012

Registered 43

29

Spain JOLLIBEE WORD MARK

05 Jan 2012

3012443 21 May 2012

Registered 29

43

Sri Lanka JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

81591 01 Jun 1997

81591 15 Aug 2000

Registered 42

Syria JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

56344 05 Oct 1995

Registered 30

29

42

Syria JOLLIBEE MASCOT DEVICE

56345 23 Oct 1995

Registered 42

29

30

Thailand JOLLIBEE & THREE BEE DEVICE (JOLLIBEE MASCOT)

284093 19 Apr 1995

BOR4134 19 Apr 1995

Registered 43

43

Thailand JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

284091 19 Apr 1995

KOR41802 19 Apr 1995

Registered 29

121


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

29

Thailand JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE

284092 19 Apr 1995

BOR4135 19 Apr 1995

Registered 43

43

United Arab Emirates

BEE HEAD DEVICE (BLACK & WHITE) - MAIN

173869 20 May 2012

Pending 29



173870 20 May 2012

Pending 43



173871 20 May 2012

Pending 29



173872 20 May 2012

Pending 43


JOLLIBEE CHARACTER & DEVICE

126847 10 Mar 2009

126847 23 Aug 2012

Registered 43

122


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


JOLLIBEE CHARACTER AND DEVICE

126844 10 Mar 2009

126844 23 Aug 2012

Registered 29



126845 10 Mar 2009

126845 23 Aug 2012

Registered 30



126846 10 Mar 2009

126846 23 Aug 2012

Registered 32



16343 27 May 1996

15560 27 May 1998

Registered 42



16344 27 May 1996

15559 27 May 1998

Registered 29

123


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


JOLLIBEE LOGO & DEVICE

126840 10 Mar 2009

Registered 29



126842 10 Mar 2009

126842 23 Aug 2012

Registered 32



126841 10 Mar 2009

126841 23 Aug 2012

Registered 30



126843 10 Mar 2009

126843 23 Aug 2012

Registered 43


JOLLIBEE MASCOT DEVICE

16345 27 May 1996

14694 25 Apr 1998

Registered 42

124


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es



173867 20 May 2012

Pending 29



173868 20 May 2012

Pending 43

United Kingdom

Jollibee (Stylised) & Device

2572105 14 Feb 2011

2572105 14 Feb 2011

Registered 43

United States of America

AMAZING ALOHA 78/773483

14 Dec 2005

3399726 18 Mar 2008

Registered 29


BEE HAPPY 76/355920

07 Jan 2002

2,830,503 06 Apr 2004

Registered 43


BEE HEAD DEVICE (Black & White)

85/513900

11 Jan 2012

Pending 43

29


CHICKENJOY 78/773490

14 Dec 2005

3949145 19 Apr 2011

Registered 29


CHICKENJOY 85/524814

25 Jan 2012

Pending 43

125


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


CHOWKING 74294980

17 Jul 1992

1758539 16 Mar 1993

Registered 42


HEAVYWEIGHT YUMBURGER

78/773517

14 Dec 2005

3349865 04 Dec 2007

Registered 30


JOLLIBEE 78/683906

02 Aug 2005

3196017 09 Jan 2007

Registered 43


JOLLIBEE 78/546427

12 Jan 2005

3152057 03 Oct 2006

Registered 43


JOLLIBEE & DESIGN

74/409992 24 Jun 1997

Registered 30

32

42

29


JOLLIBEE & DESIGN

2074116 24 Jun 1997

Registered 29

126


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es


JOLLIBEE & DEVICE

74/409992

07 Jul 1993

2074116 24 Jun 1997

Registered 29

42

30

32


JOLLIBEE BURGER STEAK

78/773477

14 Dec 2005

3562559 13 Jan 2009

Registered 29


JOLLIBEE WORD MARK

85/524886

25 Jan 2012

Pending 29


JOLLY SPAGHETTI

78/773476

14 Dec 2005

3374063 22 Jan 2008

Registered 29


PALABOK FIESTA 78/773470

14 Dec 2005

3393101 04 Mar 2008

Registered 29


YUM 78-773,415

14 Dec 2005

3,363,459 01 Jan 2008

Registered 30


YUMBURGER 78/773383

14 Dec 2005

3349864 04 Dec 2007

Registered 30

127


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Vietnam BEE HEAD DEVICE (BLACK & WHITE) - MAIN

4201208039

24 Apr 2012

Pending 29

43

43

29

Vietnam CHICKENJOY WORD MARK - MAIN

4201208038

24 Apr 2012

Pending 29

29

43

43

Vietnam JOLLIBEE 4200502046

25 Feb 2005

89304 20 Sep 2007

Registered 43

43

Vietnam JOLLIBEE and Device

4-1993-13733

04 Jun 1993

11429 02 Apr 1994

Registered 29

42

30

32

128


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

Vietnam JOLLIBEE MASCOT

4200825172

25 Nov 2008

153633 28 Oct 2010

Registered 29

43

43

29

Vietnam JOLLIBEE MASCOT DEVICE

4-1995-22456

08 Apr 1995

18932 08 Apr 1995

Registered 42

42

Vietnam JOLLIBEE MASCOT DEVICE

4-1995-22974

18 May 1995

19997 10 Feb 1996

Registered 29

29

Vietnam JOLLIBEE STACKED LOGO

4-2008-25170

25 Nov 2008

153631 28 Oct 2010

Registered 43

29

43

29

Vietnam JOLLIBEE WORD MARK - MAIN

4201208037

24 Apr 2012

Pending 29

29

43

129


No

Appli- cation Date

Registration No

Registra- tion Date

Status Class/es

43

Vietnam PEEKING BEE 4200825171

25 Nov 2008

153632 28 Oct 2010

Registered 29

29

43

43

The Company’s subsidiaries have likewise procured the relevant trademark registrations for their respective brands. PROPERTIES The Company’s properties are, primarily, its company-owned Jollibee stores which are located either on Company-owned premises or on land or buildings leased by the Company from third parties under land or building lease agreements. In terms of store area, the largest Company-owned Jollibee stores are the following:

Store Location Site Owner Type of Lease FTI Sunshine Mall Shoppers Paradise FTI Corporation Building lease Tanay Uptown Fidel Melendres Building lease Ortigas Roosevelt Alben Holdings Corp. Land lease C5 Libis Grandworth Resources Corp. Land lease SM Mall of Asia SM Prime Holdings Building lease TriNoma Ayala Land Inc. Building lease E. Rodriguez Linkage Real Estate & Management

Corp. Land lease

Shell SLEX Pilipinas Shell Petroleum Corp. Land lease 1)Northbound Pilipinas Shell Petroleum Corp. Land lease 2)Southbound Pilipinas Shell Petroleum Corp. Land lease Ever Ortigas Building lease Robinsons Luisita (former Lessor Luisita Tarlac)

Robinsons Land Corp. (former Lessor Luisita Realty Corp.)

Land lease

Paseo de Sta. Rosa Greenfield Dev’t. Corp. Building lease Lucena Grand Central Lucena Grand Central Terminal

Inc. Building lease

Zamboanga Camins Grandworth Resources Corp. Building lease Naga 24k Property Ventures Inc. Building lease La Union SFE Leonardo Sia Building lease Makro Cainta Cash & Carry Makro Philippines Land lease

130

Store Location Site Owner Type of Lease Inc.

Dolores Junction Jolly Palate Foods Corp. Land lease Pioneer United Mr. & Mrs. Benito Valencia Land lease Zamboanga Veterans Annabelle Santos Adriano Land lease Katipunan V.M. Belizario & Sons Dev’t. Corp. Land lease

The Company houses its main office in the Jollibee Plaza located in Emerald Avenue, Ortigas Center, Pasig City (where it occupies an area totaling approximately 10,104.35 square meters) and in the Jollibee Center located in San Miguel Avenue (where it occupies an area totaling approximately 3,089.50 square meters). It also leases additional office spaces in the Jollibee Plaza, Jollibee Center, and the Karina, Jjaciss and Sheridan buildings. The 10-hectare property occupied by ZFC in Calamba, Laguna is owned by the Company, while the 7,719-square meter property occupied by ZFC in Mandaue City is owned by Freemont Foods Corporation. Additionally and as stated previously, the Company opened a new warehousing and distribution center in Brgy. Marcelo Green Village, Paranaque City. All of the properties owned by the Company are free of liens and encumbrances. LEGAL PROCEEDINGS For purposes of this discussion, a legal proceeding is deemed “material” if the claim involved amounts to at least PhP5,000,000.00. Following are the material pending legal proceedings to which the Company is a party as of December 31, 2011:

SPS. ESCAT, ET AL., VS. JOLLIBEE FOODS CORP., ET AL. Civil Case No. Q-93-17683 Regional Trial Court, Branch 85, Quezon City

This is a claim for damages amounting to PhP5.3 Million arising from various illnesses allegedly suffered by the children of the plaintiffs after dining at the Jollibee Crossroads Arcade, a franchised store owned and operated by Great Foods Corp. The Company has presented its evidence, and is awaiting the completion of presentation of evidence of other parties.

L.O.L. FOOD VENTURES CORP. VS. JOLLIBEE FOODS CORP., ET AL. CIVIL CASE NO. 02-105339 Regional Trial Court, Branch 37, Manila LOL Food Ventures Corporation, MALL Food Ventures Corporation (“MALL”) and Royal Garden Restaurant, Inc. (“Royal Garden”) are sub-lessees of the Company. The Company, on the other hand, is the lessee of LOL Realty Corporation. While the Company is the sub-lessor of LOL Food Ventures, MALL and Royal Garden, these sub-lessees remit their rent directly to LOL Realty Corporation, the principal lessor.

LOL Food Ventures filed this case seeking reimbursement from MALL and Royal Garden for the leased premises’ common area expenses that LOL Food Ventures allegedly advanced since 1999 on behalf of MALL and Royal Garden in the amount of PhP3,394,482.24 for Royal Garden and PhP2,740,311.57 for MALL. LOL Food Ventures impleaded the Company as a party defendant and holds the Company liable for

131

the total amount of PhP6,134,793.81 in view of the Company’s role as the sub-lessor of the leased premises and therefore, according to LOL Food Ventures Corporation, responsible for collecting the common area expenses from MALL and Royal Garden. On 7 March 2002, the Company filed its “Answer With Counterclaim and Cross-claim” maintaining that the common area expenses pertain to the operation of the common area as a food court and include the following items: electric and water utility charges, security services, janitorial services and other related food court operating expenses. While the Company is the sub-lessor of the plaintiff, MALL and Royal Garden, the Company never agreed to act as the operator of the food court (the common area) charged with collecting the expenses connected with its day-to-day operation. The parties are still presenting their evidence.

SUSAN SONGCO, ET AL., VS. JOLLIBEE FOODS CORPORATION, ET AL. CIVIL CASE NO. 71725 Regional Trial Court, Branch 71, Pasig City Plaintiffs are the lessors of a parcel of land leased to the Company. The property is further sub-leased to Company’s franchisee, Messrs. Jesus Nicdao and Marco Narciso of Line One Foods Corporation. Lessor claims that the lease was entered into allegedly on the condition that the Company shall construct thereon a two-storey building which shall be turned over to the plaintiffs at the end of the lease term. This claim is based on the undertaking of one of the franchisees to construct such property. In their Complaint, plaintiffs pray for the following: PhP5,000,000.00 as penalty for the alleged failure to construct the two-storey building; PhP1,500,000.00 as actual damages; PhP1,000,000.00 as moral damages; PhP250,000.00 as exemplary damages; attorney’s fees and costs of suit. In the Company’s Answer, it stated, among others that the lease contract executed by plaintiffs and Company did not contain such condition or undertaking. On 7 December 2011, the parties agreed to amicably settle the case and executed a "Compromise Agreement" wherein defendants Line One Food Corporation, Jesus S. Nicdao and Narciso Marco dela Fuente acknowledged their obligation to the plaintiffs in the amount of P3,000,000.00. On August 2, 2012, the Court granted the “Motion for Judgment Based on Compromise Agreement.” MARKET PRICE OF AND DIVIDENDS ON COMPANY’S COMMON EQUITY

MARKET INFORMATION

Shares traded at the Philippine Stock Exchange

2012 2011 HIGH Low High Low

1st Quarter 119.50 89.20 90.00 68.05 2nd Quarter 118.00 100.00 98.50 83.00 3rd Quarter 107.90 94.00 92.00 81.95 4th Quarter 109.80 99.70 95.00 82.00

Source: Philippine Stock Exchange

The high and low daily closing prices as of May 15, 2013 are PhP 139.10 and PhP_104.20 respectively.

132

HOLDERS

There are approximately 3,281 holders as of May 15, 2013. The Company’s top 20 shareholders as of this date are:

Jollibee Foods CorporationTop 20 Stockholders As of May 15, 2013

Total Direct % of Ownership& Indirect Shares Issued & Outstanding

1 PCD Nominee Corporation (Non-Filipino) 307,962,677 29.44%2 Hyper Dynamic Corporation 273,218,750 26.12%3 Honeysea Corporation 127,743,747 12.21%4 PCD Nominee Corporation (Filipino) 75,215,013 7.19%5 Winall Holding Corporation 54,140,736 5.18%6 Honeyworth Corporation 42,905,713 4.10%7 Kingsworth Corporation 29,168,935 2.79%8 Centregold Corporation 27,430,964 2.62%9 Gemma Tanbuntiong 21,910,601 2.09%

10 Venice Corporation 18,920,382 1.81%11 A-Star Holding Corporation 16,920,393 1.62%12 Tony Tan Caktiong 15,279,203 1.46%13 Azucena T. King 10,491,199 1.00%14 Longshore Corporation 8,260,184 0.79%15 William Tan Untiong 6,887,389 0.66%16 Ernesto Tanmantiong 4,635,970 0.44%17 Paul Rosenberg 1,299,340 0.12%18 Great Pacific Life Assurance Corp. 925,000 0.09%19 Sysmart Corporation 759,374 0.07%20 Susana Tanmantiong 698,857 0.07%

Total 1,044,774,427 99.86%Others 1,421,127 0.14%

Total Issued and Outstanding 1,062,642,894 Treasury Shares ( per SEC 11-C) 16,447,340 1.57%Total Issued and Outstanding* 1,046,195,554 100.00%*(net of Treasury Shares)

Source: JFC Masterlist submitted by RCBC.

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EQUITY OWNERSHIP OF FOREIGNERS

The foreign ownership percentage as of May 15, 2013 is as follows:

Citizenship Number of Shares Held

% over Total Issued and

Outstanding Shares

French 900 0.00%Korean 20,000 0.00% Other Alien 308,192,461 29.46% Singaporean 18,000 0.00% British 1,250 0.00% American 1,226,033 0.12% Chinese 2,000 0.00% Total 309,460,644 29.58%

(1) Dividends

The Company declares dividends on a semi-annual basis and upon approval by the Board of Directors. Dividends of up to 33% of each year’s net income is declared during the year.

Below are the cash dividend declarations of the Company for the years 2012, 2011 and 2010: Cash Dividend Declaration Date

Ex-Date Record Date Payment Date

PhP1.43 April 12, 2010 May 04, 2010 May 07, 2010 June 03, 2010 Php0.82 November 10, 2010 November 22, 2010 November 25, 2010 December 21, 2010 PhP0.50 April 13, 2011 May 2, 2011 May 5, 2011 May 31, 2011 PhP0.57 November 4, 2011 November 17, 2011 November 22, 2011 December 16, 2011 PhP0.58 April 12, 2012 May 4, 2012 May 9, 2012 May 31, 2012 PhP0.62 November 12, 2012 November 27, 2012 December 3, 2012 December 19, 2012 PhP1.00 (Special Cash Dividend)

November 12, 2012 November 27, 2012 December 3, 2012 December 19, 2012

(2) Recent Sales of Unregistered Securities

There are no recent sales of unregistered securities.

DISCUSSION ON COMPLIANCE WITH LEADING PRACTICES ON CORPORATE GOVERNANCE a. Evaluation System to Determine Compliance with Manual of Corporate Governance

The Company has adopted a Manual of Corporate Governance (“Manual”) which was filed with and

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duly approved by the SEC. Under the terms of the Manual, the Company is required to measure compliance by the Board of Directors and management with the terms of the Manual. Pursuant to the Manual, the Compliance Officer is required annually to prepare a self-rating report on the extent of the Company’s compliance with the Manual, explaining reasons for deviation, if any.

On April 1, 2013, the Company submitted its duly-accomplished Disclosure Template for the Corporate Governance Guidelines for Listed Companies to the Philippine Stock Exchange.

The Company also adopts the Corporate Governance Self-Rating Form as an evaluation system for the Company to measure or determine the level of compliance of the Board of Directors and top management with its Manual of Corporate Governance. The evaluation is conducted, as much as practicable, every start of the year.

b. Measures Undertaken to Comply with Leading Practices on Corporate Governance

The result of the Corporate Governance Self-Rating Form and other submissions on Corporate Governance are analyzed and the results are presented to the Board of Directors. Areas where compliance is not perfect is explained and ways are discussed on how to have full compliance with all the leading practices on corporate governance. The Board keeps abreast of latest practices on good corporate governance.

c. Deviations from the Company’s Manual of Corporate Governance

There has been no major deviation from the Company’s Manual of Corporate Governance. d. Plan to Improve Corporate Governance

In line with SEC Circular No. 6-2009, continuous monitoring of compliance with the Manual of Corporate Governance and keeping abreast with the developing leading practices on corporate governance will give the Company the opportunity to improve corporate governance.

UNDERTAKING TO PROVIDE ANNUAL REPORT The Company shall furnish the stockholders a copy of SEC Form 17-A, free of charge, upon a written request addressed to:

Office of the Corporate Secretary Jollibee Foods Corporation 7/F Jollibee Plaza Building

Emerald Avenue, Pasig City

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ANNEX “B”

SUMMARY OF RESOLUTIONS OF THE BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE SINCE THE LAST ANNUAL STOCKHOLDERS’ MEETING

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Date

Resolutions

June 22, 2012 Organizational Meeting of the Board of Directors

Certification of Election of Directors for the year 2012-2013 Election of Officers for the year 2012-2013 Designation of Members of Board Committees Conversion to Equity of Receivables from Subsidiaries; Additional Investment to Jollibee Worldwide Pte. Ltd. Write-off of Receivables from Subsidiaries Independent Adviser; Appointment of Assistant Corporate Secretary

July 3, 2012 Meeting of the Executive Committee of the Board of Directors

Approval of amended resolutions for the request for refund from the Philippine Deposit Insurance Corporation Designation of Regional Business Unit Heads – Jollibee brand Oppositions to trademark applications

August 13, 2012 Meeting of the Board of Directors

Presentation and Approval of the 2nd Quarter 2012 Results Presentation of Updates from the Chowking Business Unit Introduction of Heads of International Business Units Presentation on proposed joint venture. Approval of delegation to the Executive Committee to approve the joint venture.

August 22, 2012 Minutes of Action of the Executive Committee of the Board of Directors

Approval of the proposed joint venture with Hoppime Ltd. to establish a joint venture company to own and operate the 12 Sabu brand in the People’s Republic of China, Hong Kong and Macau. The Executive Committee was authorized by the Board of Directors to approve the proposed joint venture upon the recommendation of management.

September 3, 2012 Meeting of the Executive Committee of the Board of Directors

Designation of authorized representatives in a Supreme Court case. Designation of authorized representatives to request for refund from the Manila Electric Company Oppositions to trademark applications. Renewal of accreditation as meat importer Designation of authorized signatory for lease and real estate contracts

October 19, 2012 Meeting of the Executive Committee of the Board of Directors

Approval of proposed changes to the Senior Management Stock Option and Incentive Plan Designation of authorized representative for a deed of sale Opposition to trademark applications

November 5, 2012 Meeting of the Executive Committee of the Board of Directors

Opposition to trademark applications

November 12, 2012 Meeting of the Board of Directors

Presentation and Approval of the 3rd Quarter 2012 Results Presentation and Approval of the 2013 Budget Dividend Declaration Ratification of Actions Approved by the Executive Committee from January 1 to November 5, 2012

January 7, 2013 Designation of authorized representative for telco transactions February 4, 2013 Meeting of the Executive Committee of the Board of Directors

Opposition to trademark applications Assignment of country club share

February 11, 2013 Presentation and Approval of the 4th Quarter 2012 Results

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Date

Resolutions

Meeting of the Board of Directors

March 4, 2013 Meeting of the Executive Committee of the Board of Directors

Approval of Continuing Guarantees Renewal of ICare permits Designation of authorized representatives for litigation cases

April 1, 2013 Meeting of the Executive Committee of the Board of Directors

Opposition to trademark applications Assignment of country club shares Application for copyright Approval of closure of store; retirement of permits Designation of authorized signatory for lease and real estate contracts

April 11, 2013 Meeting of the Board of Directors

Presentation and Approval of the 2012 Audited Financial Statements Dividend Declaration Appropriation of Additional Retained Earnings Donation to the Jollibee Group Foundation, Inc.

April 22, 2013 Minutes of Action of the Executive Committee of the Board of Directors

Approval of Additional Capital Infusions into Jollibee Worldwide Pte. Ltd. Renewal of accreditation as meat importer Designation of authorized representative for the waiver of statute of limitations for the Bureau of Internal Revenue

May 14, 2013 Meeting of the Board of Directors

Presentation and Approval of the 1st Quarter 2013 Results Designation of Record Date

Documents

SECURITIES AND EXCHANGE COMMISSION - Jollibee · SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS Information Statement Pursuant to Section 20 of The Securities Regulations Code