NOTICE OF 2024 ANNUAL STOCKHOLDERS’ MEETING
July 09, 2024

The 2024 Annual Stockholders’ Meeting of TOP FRONTIER INVESTMENT HOLDINGS, INC. will be held on July 09, 2024 (Tuesday) at 2:00 p.m. The Company will conduct the Meeting through remote communication.

The proceedings will be livestreamed at the Company’s website www.topfrontier.com.ph. The Chairman will preside the Meeting at 40 San Miguel Avenue, Mandaluyong City, Metro Manila, Philippines.

The Agenda of the 2024 Annual Stockholders’ Meeting is as follows:

  1. Certification of Notice and Quorum
  2. Approval of the Minutes of the Annual Stockholders’ Meeting held on August 03, 2023
  3. Presentation of the Annual Report
  4. Ratification of Acts and Proceedings of the Board of Directors and Corporate Officers
  5. Appointment of External Auditors
  6. Election of the Board of Directors
  7. Approval of the Per Diem Allowance for Directors
  8. Other Matters
  9. Adjournment

The electronic copies of the Minutes of the Annual Stockholders’ Meeting held on August 03, 2023, the Notice of the 2024 Annual Stockholders’ Meeting, the Definitive Information Statement (together with the Management Report), the sample ballot and proxy form, the 2023 Annual Report (SEC Form 17-A), the 1st Quarter 2024 Report (SEC Form 17-Q), the summary of the resolutions of the Board of Directors since August 03, 2023, and other pertinent documents for the 2024 Annual Stockholders’ Meeting, are available at the Company’s website and can be easily accessed through this link: www.topfrontier.com.ph/index.php/investor/TFASM2024. The aforementioned Company reports and other disclosures are likewise available in the Philippine Stock Exchange Electronic Disclosure Generation Technology (PSE Edge).

Stockholders can only attend the 2024 Annual Stockholders’ Meeting by remote communication by following the procedure summarized below.

a. Stockholders may view the livestream of the meeting by accessing the link provided in the Company website www.topfrontier.com.ph. There will be an audiovisual recording of the proceedings, for future reference.

b. Attendance of the stockholders of record as of May 28, 2024 shall be counted, and their votes will be cast, through ballots submitted by the stockholders or their proxies. The deadline for the submission of ballots and proxies is on June 25, 2024. Ballots and proxies may be sent through email at stockholders@topfrontier.com.ph or by mail to the SMC Stock Transfer Service Corporation office located at the 2nd Floor, SMC Head Office Complex, No. 40 San Miguel Avenue, Mandaluyong City 1550, Metro Manila, Philippines. Validation of ballots and proxies will be on July 02, 2024 at 2:00 p.m. at the SMC Stock Transfer Service Corporation office located at the above-mentioned address.

For an individual, his/her ballot or proxy must be accompanied by a scanned copy of his/her valid government-issued identification card with photo for verification of identity. For a corporation, its ballot or proxy must be accompanied by its Corporate Secretary’s certification setting the representative’s authority to vote and/or represent the corporation in the meeting, where applicable.  Ballots and proxies need not be notarized. For your convenience, a sample ballot/proxy is attached to the Definitive Information Statement. Hard copies of the ballots and proxies and notarized Secretary’s Certificates are requested to be sent to the SMC Stock Transfer Service Corporation office located at the above-mentioned address within a reasonable time thereafter.

c. The Company shall entertain questions and comments after the Presentation of the Annual Report. Questions and comments to the Board of Directors and/or Management may be sent in advance (or may be written in the ballot/proxy) by email to stockholders@topfrontier.com.ph. Questions which were not answered during the meeting shall be forwarded to the Office of the Corporate Secretary for appropriate response.

d. The requirements and procedure for the nomination for election to the Board, the pre-screening and evaluation of the qualifications of the nominees, and the voting procedure for all items in the Agenda (including the election of the members of the Board), are set out in the Definitive Information Statement.

e. Stockholders whose shares are lodged with brokers are requested to directly contact their respective brokers for guidance on their participation in the 2024 Annual Stockholders’ Meeting.

Should you have questions or requests for clarification on the procedure for the 2024 Annual Stockholders’ Meeting, please email them to stockholders@topfrontier.com.ph.

(Original Signed)
Virgilio S. Jacinto
Corporate Secretary and
Compliance Officer

 

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