NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the annual meeting of stockholders of VISTAMALLS, INC. (the “Company” or “STR”) for the year 2023 will be held online on June 26, 2023, Monday at 10:00 a.m. with the proceedings livestreamed and voting conducted in absentia through the Company’s secure voting online facility which may be accessed through the following URL address: https://vote.vistamalls.com.ph/VSRV/Login.
The following shall be the agenda of the meeting:
Call to order
Certification of service of notice and presence of quorum
Approval of the minutes of the last Annual Meeting of Stockholders held on June 27, 2022
Presentation of the President’s Report, Management Report and Audited Financial Statements for the year 2022
Ratification of all acts and resolutions of the Board of Directors and Management from the date of the last annual stockholders’ meeting until the date of this meeting.
Election of the members of the Board of Directors, including the Independent Directors, for the year 2023
Appointment of External Auditors
Adjournment
Minutes of the 2022 Annual Meeting of Stockholders is available at the website of the Company (https://documents.starmalls.com.ph/minutes-of-meetings.php).
Electronic copies of the Information Statement and Management Report with respect to the 2023 Annual Meeting of Stockholders of the Company, as well as the 2022 Annual Report (SEC Form 17-A) and Quarterly Report for period ended 31 March 2023 (SEC Form 17-Q) of the Company, are available on the Company’s website (https://documents.starmalls.com.ph/sec-annual-reports.php) and PSE Edge (https://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=147).
The Board of Directors has fixed the close of 16 May 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, said Annual Stockholders’ Meeting.
In light of the current circumstances, and to ensure the safety and welfare of the Company’s stockholders, the Company will dispense with the physical attendance of stockholders at the meeting and will allow attendance only by remote communication and voting only in absentia or by appointing the Chairman of the meeting as their proxy.
Stockholders who intend to participate in the meeting via remote communication and to exercise their vote in absentia must notify the Corporate Secretary by registering in advance at https://vote.vistamalls.com.ph/VSRV/Login on or before June 16, 2023. All information submitted will be subject to verification and validation by the Corporate Secretary.
Stockholders who intend to appoint the Chairman of the Meeting as their proxy should submit duly accomplished proxy forms on or before June 16, 2023 at the Office of the Corporate Secretary at UGF Worldwide Corporate Center, Shaw Boulevard, Mandaluyong City and/or by email to ir@vistamalls.com.ph.
The procedures for participating in the meeting through remote communication and for casting of votes in absentia are set forth in the Information Statement.
MA. NALEN S.J. ROSEROCorporate Secretary
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