NOTICE IS HEREBY GIVEN that the regular Annual Meeting of Stockholders (“ASM”) of A. Soriano Corporation (“ANSCOR” or the “Company”) will be held on Wednesday, 19 April 2023 at 10:00 A.M. virtually at https://www.anscor.com.ph/2023-annual-stockholders- meeting-live-stream/. There will be no physical venue for the ASM
Stockholders who would like to participate in the virtual ASM may register by sending an email of their intention to participate to email@example.com not later than three (3) working days before the ASM or not later than 14 April 2023. The Procedure for Registration, Participation and Voting in the 2023 ASM of the Company is attached as Annex “A”. A livestream of the virtual ASM will also be posted in the Company’s website.
The agenda for the meeting and its explanation is as follows:
1. Approval of the minutes of previous meeting. The minutes of ASM last 20 April 2022 is posted in the Company’s website.
2. Presentation of the Chairman and Chief Executive Officer’s Message to Stockholders. The Chairman’s Message to Stockholders is a summary of the Company’s financial performance for the year ended December 31, 2022.
3. Election of members of the Board of Directors. The members of the Board of Directors are elected annually during the ASM and shall serve until the next ASM or until their successors are elected or appointed in case of vacancy due to death, resignation or removal. Please refer to pages 6 to 11 of the IS for the nominees for election as Directors of the Company.
4. Approval for Mr. Oscar J. Hilado to continue to act as Independent Director of the Company. The Company is allowed to retain an Independent Director who has served for more than nine (9) years to continue based on meritorious justification/s and provided Stockholders’ approval is secured.
5. Approval of the amendment of Sections 2 and 3 of Article III on Meetings, and Sections 6 and 7 of Article IV on Board of Directors of the By-Laws of the Company in order to formalize in the By-Laws the option to hold Board and Stockholders’ meetings virtually or via remote communications and to include e-mail and messaging services as methods of sending notices of meetings to directors, specifically:
a. Second paragraph to Section 2 of Article III was added to read as follows:
Section 2. Xxx xxx xxx
The Board of Directors may authorize stockholders who cannot physically attend at stockholders’ meetings to participate in such meetings through remote
communications or other alternative modes of communication. The right to vote of stockholders may also be exercised through remote communication or in absentia
when so authorized by the Board of Directors. The resolution of the Board of Directors authorizing the stockholders’ participation in stockholders’ meetings
through remote communication and//or the right to vote through remote communication or in absentia shall only be applicable for a particular meeting.
b. Amendment of Section 3 of Article III to add certain provisions in sending notices of ordinary stockholders’ meeting to read as follows:
Section 3. Notices of ordinary stockholders’ meeting shall be sent to stockholders of record at least fifteen (15) business days prior to the scheduled
annual stockholders’ meeting. Notices for special meetings shall be mailed and deposited in any post office in Metro Manila addressed to each stockholder at
his/her address registered in the Stock and Transfer Books of the Corporation at least fifteen (15) business days prior to the date of the meeting. The notices of
stockholders’ meetings may likewise be sent to the stockholders through email or by posting in the Corporation’s website and by publication in a newspaper of
general circulation when so permitted by rules and regulations or circulars issued by the Securities and Exchange Commission. The notice shall state the business
to be discussed at the meeting and any other matters not stated therein shall not be touched upon. The notice to the stockholders shall also include the
requirements and procedure to be followed when stockholders are allowed to participate by remote communication or in absentia, and the manner of casting of votes
and the period during which votes by remote communication or in absentia will be accepted.
c. Addition of second paragraph to Section 6 of Article IV to indicate other means of participation and manner of voting at Board meetings to read as follows:
Section 6. Xxx xxx xxx
Directors who cannot physically attend or vote at Board meetings may participate through remote communication such as videoconferencing, teleconferencing,
or other alternative modes of communication that allow them reasonable opportunities to participate. Directors cannot attend or vote by proxy at Board meetings.
d. Amendment of Section 7 of Article IV to add certain provision in sending notices of regular or special meetings of the Board to read as follows:
Section 7. Notice of the regular or special meetings of the Board shall be communicated by the Secretary to each director, by email, messaging services,
verbally or in writing at his residence or usual place of business at least twenty-four (24) hours before the meeting.”
6. Appointment of external auditors. The appointment of SGV & Co. will be presented for approval of the Stockholders.
7. Ratification of all acts, contracts, investments and resolutions of the Board of Directors and Management since the last annual meeting. As a matter of policy,
Management seeks the ratification of all acts, contracts, investments and resolutions of the Board of Directors and Management since the last annual meeting.
8. Such other business as may properly come before the meeting. Any other matter which may properly be brought may be taken up by the stockholders during this portion of the meeting.
b. Declaration of Cash Dividends
The Board of Directors of A. Soriano Corporation (Anscor), in its meeting held today, March 1, 2023, approved a regular cash dividend of Fifty Centavos (P0.50) per Common share payable on April 10, 2023 to all stockholders of record as of March 16, 2023.
in the 2023 Annual Stockholders Meeting
of A. SORIANO CORPORATION
A. Soriano Corporation (the Company) will be conducting its Annual Stockholders Meeting (ASM) on 19 April 2023 at 10:00 AM virtually at https://www.anscor.com.ph/2023-annualstockholders meeting-live-stream/. There will be no physical venue for the ASM.
Each share of stock outstanding as of 17 March 2023 are entitled to participate and vote in the 2023 ASM.
I. Registration and Participation/Attendance Procedure:
1. Stockholders who intend to participate in the virtual ASM may register by sending an email to firstname.lastname@example.org not later than three (3) working days before the ASM or not later than 14 April 2023, of their intention to participate together with the following:
a. For individual stockholders:
i. Scanned copy of any valid government-issued ID;
ii. Scanned copy of stock certificate in the name of the individual stockholder; and
iii. Active contact number, either landline or mobile.
b. For stockholders with joint accounts:
i. Scanned copy of authorization letter signed by other stockholders indicating the person among them authorized to participate and/or vote in the 2023 ASM;
ii. Documents required under items 1.a (i) and (iii) for the authorized stockholder;
iii. Scanned copy of stock certificate in the name of the joint stockholders.
c. For stockholders under PCD Participant/Brokers Account or “Scripless Shares”:
i. Coordinate with the broker and request for the full account name and reference number or account number;
ii. Documents required under items 1.a (i) and (iii).
d. For corporate stockholders:
i. Secretary’s Certificate attesting to the authority of the representative to participate and/or vote in the 2023 ASM;
ii. Documents required under items 1.a (i) and (iii) for the authorized representative;
iii. Scanned copy of stock certificate in the name of the corporate stockholder.
2. Upon successful registration and validation of the documents submitted through email above, the stockholder will receive an email confirmation and a unique link which can be used to log in and view the 2023 ASM.
3. Only those stockholders who have registered following the procedure above and stockholders who have voted by providing their executed Proxy Form shall be included for purposes of determining the existence of a quorum.
4. For purposes of voting during the 2023 ASM please see section on Voting Procedure below.
5. For the Question and Answer portion during the 2023 ASM, stockholders may send their questions related to the agenda by email to email@example.com. Due to limitations on technology and time, not all questions may be responded to during the 2023 ASM but the Company will endeavor to respond to all the questions through email.
6. The proceedings during the 2023 ASM will be recorded as required by the Securities and Exchange Commission.
II. Voting Procedure:
Stockholders may vote during the 2023 ASM either (1) by Proxy or (2) by voting in absentia through our Online Stockholder Voting System.
1. Voting by Proxy:
a. Download and fill up the Proxy Form at https://www.anscor.com.ph/disclosures/proxy/. The Chairman, or in his absence, the Vice-Chairman, the Chief Financial Officer or the Corporate Secretary is authorized to cast the votes pursuant to the instructions in the Proxy Form.
b. Send a scanned copy of the duly signed Proxy Form by email to our Stock Relations Officer, Ms. Rose Reyes at firstname.lastname@example.org or at email@example.com not less than ten (10) working days prior to the ASM or not later than 03 April 2022.
c. The hard copy of the signed Proxy Form should be delivered to: The Corporate Secretary, 7th Floor, Pacific Star Building Gil Puyat Avenue corner Makati Avenue, Makati City once the ECQ has been lifted.
2. Voting in absentia through the Online Stockholder Voting System:
a. Follow the Registration and Participation/Attendance Procedure set forth above.
b. Signify your intention to vote in absentia through the Online Stockholder Voting System by email to firstname.lastname@example.org not later than three (3) working days before the 2023 ASM or not later than 14 April 2023.
c. Upon validation, the Company will send an email to the stockholder containing the link for the Online Stockholder Voting System and the instructions for casting votes in the Online Stockholder Voting System. Registered stockholders shall have until the adjournment of the ASM on 19 April 2023 to cast their votes.
d. All agenda items indicated in the Notice of Meeting will be included in the Online Stockholder Voting System and the registered stockholder may vote as follows:
i. For items other than election of the Directors, the stockholder may vote: “For”, “Against”, or “Abstain”. The vote shall be considered as cast for all the stockholder’s shares.
ii. For the election of Directors, the stockholder may vote for all the nominees, not vote for any of the nominees, or vote for some of the nominees only, in such number of shares as the stockholder may see fit, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of Directors to be elected.
e. Once voting is completed in the Online Stockholder Voting System, the stockholder shall proceed to click on the “Submit” button which shall complete the process. Once submitted, the stockholder may no longer change the votes cast. The votes cast in absentia will have equal effect as votes cast by proxy.
For any questions or clarification, you may contact us through Ms. Rose Reyes at email@example.com or through telephone number 8819-0251 or our stock transfer agent, Stock Transfer Service, Inc., through Michael Capoy at firstname.lastname@example.org or Ma. Corazon P. Biag at email@example.com, or their telephone numbers 8403-3798 and 5310-1343.
Subject of the Disclosure
Declaration of Cash Dividends
Background/Description of the Disclosure
Declaration of Cash Dividends
Type of Securities
Date of Approval by Board of Directors: March 01, 2023
Other Relevant Regulatory Agency, if applicable: –
Date of Approval by Relevant Regulatory Agency, if applicable: N/A
Type (Regular or Special): Regular
Amount of Cash Dividend Per Share: Fifty Centavos (P0.50)per share
Record Date: Mar 16, 2023
Payment Date: Apr 10, 2023