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 July 3, 2020, Friday at 10:00 o’clock in the morning and will be conducted by remote communication in view of the current circumstances brought by regulations issued by the National Government due to COVID-19, with the following agenda:
Agenda
1) CALL TO ORDER & PROOF OF NOTICE OF MEETING
2) CERTIFICATION OF QUORUM
3) CHAIRMAN’S MESSAGE
4) APPROVAL OF MINUTES OF PREVIOUS STOCKHOLDERS’ MEETING HELD ON MAY 6, 2019
5) APPROVAL OF MANAGEMENT REPORT
6) APPROVAL OF THE AUDITED FINANCIAL STATEMENT FOR 2019
7) RATIFICATION OF THE ACTS OF THE BOARD OF DIRECTORS AND MANAGEMENT FROM THE DATE OF THE LAST ANNUAL STOCKHOLDER’S MEETING UP TO THE DATE OF THIS MEETING
8) ELECTION OF DIRECTORS FOR 2020-2021
9) APPROVAL OF APPOINTMENT OF INDEPENDENT EXTERNAL AUDITOR
10) OTHER MATTERS
11) ADJOURNMENT
Record Date
Stockholders of record as of May 22, 2020 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 June 18 until June 25, 2020. Only stockholders of record as of May 22, 2020 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 June 30, 2020 until the day of the ASM virtual meeting on July 3, 2020.
The following documents are required to be transmitted by email to corporatesecretary@semirarampc.com upon registration:
CERTIFICATED SHARES:
1. Individual Stockholder
a. Valid Government-Issued ID or passport
2. Corporate Stockholder
a. Secretary’s Certificate designating its attorney-in-fact and proxy
b. Valid Government-Issued ID or passport of the representative
UNCERTIFICATED OR SCRIPLESS SHARES:
1. Individual Stockholder
a. Broker’s Certification stating the stockholder’s name and the number of shares held
b. Valid Government-Issued ID or passport
2. Corporate Stockholder
a. Broker’s Certification stating the stockholder’s name and the number of shares held
b. Secretary’s Certificate designating its attorney-in-fact and proxy
c. Valid Government-Issued ID or passport of the representative
The requirements and procedure for electronic voting in absentia and participationby remote communicationare set forth in the Information Statement, published in the Company’s website at (www.semiraramining.com), and on PSE EDGE.
Stockholder Question
Questions and/or comments may be sent prior to the meeting at corporatesecretary@semirarampc.com, 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 June 25, 2020 to the Office of the Corporate Secretary at 2nd Floor DMCI Plaza, 2281 Don Chino Roces Avenue, Makati City, Philippines or by email at corporatesecretary@semirarampc.com. Validation of proxies is set on June 26, 2020 at 10:00 a.m.
(Sgd.) JOHN R. SADULLO
Corporate Secretary
For the Board of Directors
