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2023 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

  1. Call to Order and Proof of Notice of Meeting
  2. Certification of Quorum
  3. Chairman’s Message
  4. Approval of Minutes of Previous Stockholders’ Meeting held on May 2, 2022
  5. Presentation and Approval of President’s Report
  6. Presentation and Approval of Audited Financial Statements for 2022
  7. 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
  8. Election of Directors for 2023-2024
  9. Approval of Appointment of Independent External Auditor
  10. Other Matters
  11. Adjournment

 

Record Date

Stockholders 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 Voting

Stockholders 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/votingor 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 [email protected]  upon registration:

 

CERTIFICATED SHARES:

  1. Individual Stockholder
    1. Valid Government-Issued ID or passport
  2. Corporate Stockholder
    1. Secretary’s Certificate designating its attorney-in-fact and proxy
    2. Valid Government-Issued ID or passport of the representative

 

UNCERTIFICATED OR SCRIPLESS SHARES:

  1. Individual Stockholder
    1. Broker’s Certification stating the stockholder’s name and the number of shares held
    2. Valid Government-Issued ID or passport
  2. Corporate Stockholder
    1. Broker’s Certification stating the stockholder’s name and the number of shares held
    2. Secretary’s Certificate designating its attorney-in-fact and proxy
    3. 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 [email protected] 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 [email protected].  Validation of proxies is set 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’ 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. 

 

Pursuant to the Securities and Exchange Commission Circular No. 6, Series of 2020 or the “Guidelines on the Attendance and Participation of Directors, Trustees, Stockholders, Members, and Other Persons of Corporations in Regular and Special Meeting through Teleconferencing, Videoconferencing and other Remote or Electronic Means of Communication”, Semirara Mining and Power Corporation (SMPC) stockholders may attend the 2023 Annual Stockholders’ Meeting (ASM) through remote communication on May 2, 2023 (Tuesday) at 10:00 AM.

 

Stockholders are given access to the Requirements and Procedure for Electronic Voting In Absentia and Participation by Remote Communication through the Definitive Information Statement (DIS) posted on SMPC’s website and disclosed to the Philippine Stock Exchange.  The Notice of the ASM, which forms part of the DIS, was also published in newspapers of general circulation.

 

Stockholders were given the opportunity to send questions to [email protected] no later than April 27, 2023.  The recorded ASM was posted immediately after the meeting.  The minutes of the ASM is posted on SMPC website within five days from the conduct of the meeting.  Stockholders may access the recorded ASM livestreaming by clicking HERE.