Notice of Annual Stockholders’ Meeting
Please be notified that the Annual Meeting of Stockholders of Semirara Mining and Power Corporation (the “Corporation”) will likely be held on May 2, 2023,[1] Tuesday at 10:00 a.m. and will likely be carried out by distant communication at https://www.semirarampc.com/asm with the next agenda:
Agenda
- Call to Order and Proof of Notice of Meeting
- Certification of Quorum
- Chairman’s Message
- Approval of Minutes of Previous Stockholders’ Meeting held on May 2, 2022
- Presentation and Approval of President’s Report
- Presentation and Approval of Audited Financial Statements for 2022
- Ratification of the Acts of the Board of Directors and Management from the Date of the Last Annual Stockholders’ Meeting as much as the Date of this Meeting
- Election of Directors for 2023-2024
- Approval of Appointment of Independent External Auditor
- Other Matters
- Adjournment
Record Date
Stockholders of document as of March 14, 2023 will likely be entitled to note of, and vote on the mentioned annual assembly or any adjournment or postponement thereof.
Registration and Voting
Stockholders could attend the assembly by distant communication by registering at https://www.semirarampc.com/asm starting April 20 till April 27, 2023. Only stockholders of document as of March 14, 2023 will likely be entitled to vote on the mentioned assembly. Stockholders could vote in absentia utilizing the web voting portal at https://www.semirarampc.com/voting, or by appointing the Chairman of the assembly as their proxy. The voting portal will likely be accessible starting April 24, 2023 till 12:00 midday of May 2, 2023.
The following paperwork are required to be transmitted by e mail to corporatesecretary@semirarampc.com upon registration:
CERTIFICATED SHARES:
- Individual Stockholder
- Valid Government-Issued ID or passport
- Corporate Stockholder
- Secretary’s Certificate designating its attorney-in-fact and proxy
- Valid Government-Issued ID or passport of the consultant
UNCERTIFICATED OR SCRIPLESS SHARES:
- Individual Stockholder
- Broker’s Certification stating the stockholder’s title and the variety of shares held
- Valid Government-Issued ID or passport
- Corporate Stockholder
- Broker’s Certification stating the stockholder’s title and the variety of shares held
- Secretary’s Certificate designating its attorney-in-fact and proxy
- Valid Government-Issued ID or passport of the consultant
The necessities and process for digital voting in absentia and participation by distant communication is ready forth in Schedule 4 of the Definitive Information Statement printed on the Company’s Website and on PSE EDGE.
Stockholder Question
Questions could also be despatched previous to the assembly at corporatesecretary@semirarampc.com no later than April 27, 2023, which shall be restricted to the objects within the Agenda. Some questions could also be addressed whereas others will likely be replied to by way of e mail.
Proxy
Duly achieved proxy types should be submitted on or earlier than April 22, 2023 to the Office of the Corporate Secretary at 2nd Floor DMCI Plaza, 2281 Don Chino Roces Avenue, Makati City 1231, Philippines or by e mail at corporatesecretary@semirarampc.com. Validation of proxies is ready on April 26, 2023 at 10:00 a.m.
(Sgd.) JOHN R. SADULLO
Corporate Secretary
For the Board of Directors
[1] Should the date of the annual stockholders’ assembly (ASM) be declared a authorized vacation, the ASM will likely be held on the following succeeding enterprise day at 10:00 a.m. pursuant to Section 1, Article I of SMPC’s By-Laws, as amended.
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