NOTICE AND AGENDA OF ANNUAL STOCKHOLDERS MEETING
Notice is hereby given that the Annual Stockholders Meeting (“ASM” or “Meeting”) of PHILIPPINE REALTY AND HOLDINGS CORPORATION (the “Company”) will be held on Thursday, August 20, 2020, at 3:00 p.m. The Meeting will be conducted virtually and there will no longer be a physical venue for the ASM.
The Agenda of the Meeting is as follows:
1. Call to Order;
2. Certification of Notice of Meeting and Determination of Quorum;
3. Approval of the Minutes of the Previous ASM held on June 7, 2019;
4. Report of the President and approval of the 2019 Annual Report and the 2019 Audited Financial Statements;
5. Election of the Members of the Board of Directors for the ensuing year;
6. Approval and Ratification of all Acts, Contracts, and Deeds of the Board of Directors, Board Committees, Management and Officers during their terms of office;
7. Amendment of the By Laws:
7.1 Article I, Section 3 (Notices) – Inclusion in the notices of ASM or Special Meetings of Stockholders notices via electronic mail and other methods allowed by the Securities and Exchange Commission at least twenty-one (21) days prior to the date of the ASM from the present at least one (1) week;
7.2 Article I, Section 6 (Voting) – Every stockholder entitled to vote may vote personally or by proxy or via remote modes of communications;
7.3 Article II, Section 3 (Board Meetings) – Board meetings to be held monthly; notices of meetings to include notices via electronic mail and other methods allowed by the Securities and Exchange Commission and directors who cannot physically attend meetings can participate and vote through remote communication such as videoconferencing, teleconferencing or other alternative modes of communication;
7.4 Article II, Section 5 (Nomination Committee) – Creation of a Corporate Governance and Nomination Committeeand the functions of the Nomination Committee shall be subsumed under the Corporate Governance and Nomination Committee;
7.5 Article II, Section 9(Risk Oversight Committee) – Creation of a Board Risk Oversight Committee;
7.6 Article II, Section 10 (Related Party Transactions Committee) – Creation of Related Party Transactions Committee.
8. Appointment of External Auditor;
9. Other business that may properly be brought before the Meeting; and
Only stockholders of record as of June 5, 2020 are entitled to notice of, and to vote at, the said Meeting.
Considering the COVID-19 global pandemic, stockholders may only attend the Meeting by remote communication, by voting in absentia, or through proxy. The conduct of the annual stockholders meeting will be streamed live, and stockholders may attend the Meeting by registering on or before on August 6, 2020.
Stockholders who intend to participate in the virtual ASM may register by sending an email to firstname.lastname@example.org of their intention to participate on or before August 6, 2020, together with the requirements set forth in the Information Statement and published at the Company’s website at http://www.philrealty.com.ph.
Upon successful registration and validation of the documents submitted through email above, the stockholder will receive an email confirmation and the link with code www.philrealty2020asm.com which can be used to log in and view the 2020 ASM.
Electronic copy of the Information Statement and Management Report, and SEC Form 17A and other relevant documents in relation to the annual stockholders’ meeting may also be accessed through the aforementioned website, www.philrealty.com.ph/investor-relations/ and through the PSE EDGE portal at https://edge.pse.com.ph/companyInformation/form.do?cmpy_id=40.
Pasig, Metro Manila, July 15, 2020.