Notice of Annual Stockholders’ Meeting
Please be notified that the Annual Meeting of Stockholders of Semirara Mining and Power Corporation (the “Corporation”) will be held on May 2, 2023,[1] Tuesday at 10:00 a.m. and will be conducted by remote communication at https://www.semirarampc.com/asm with the following 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 up to the Date of this Meeting
Election of Directors for 2023-2024
Approval of Appointment of Independent External Auditor
Other Matters
Adjournment
Record DateStockholders of record as of March 14, 2023 will be entitled to notice of, and vote at the said annual meeting or any adjournment or postponement thereof.
Registration and VotingStockholders may attend the meeting by remote communication by registering at https://www.semirarampc.com/asm beginning April 20 until April 27, 2023. Only stockholders of record as of March 14, 2023 will be entitled to vote at the said meeting. Stockholders may vote in absentia using the online voting portal at https://www.semirarampc.com/voting, or by appointing the Chairman of the meeting as their proxy. The voting portal will be accessible beginning April 24, 2023 until 12:00 noon of May 2, 2023.
The following documents are required to be transmitted by email 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 representative
UNCERTIFICATED OR SCRIPLESS SHARES:
Individual Stockholder
Broker’s Certification stating the stockholder’s name and the number of shares held
Valid Government-Issued ID or passport
Corporate Stockholder
Broker’s Certification stating the stockholder’s name and the number of shares held
Secretary’s Certificate designating its attorney-in-fact and proxy
Valid Government-Issued ID or passport of the representative
The requirements and procedure for electronic voting in absentia and participation by remote communication is set forth in Schedule 4 of the Definitive Information Statement published on the Company’s Website and on PSE EDGE.
Stockholder Question
Questions may be sent prior to the meeting at corporatesecretary@semirarampc.com no later than April 27, 2023, which shall be limited to the items in the Agenda. Some questions may be addressed while others will be replied to via email.
Proxy
Duly accomplished proxy forms must be submitted on or before 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 email at corporatesecretary@semirarampc.com. Validation of proxies is set on April 26, 2023 at 10:00 a.m.
(Sgd.) JOHN R. SADULLOCorporate SecretaryFor the Board of Directors
[1] Should the date of the annual stockholders’ meeting (ASM) be declared a legal holiday, the ASM will be held on the next succeeding business day at 10:00 a.m. pursuant to Section 1, Article I of SMPC’s By-Laws, as amended.
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