Due to COVID-19 health concerns, Ginebra San Miguel, Inc. will conduct its 2020 Annual Stockholders’ Meeting through teleconferencing. Stockholders can attend the meeting by remote communication and vote by ballot or proxy. For more details, please visit www.ginebrasanmiguel.com.
Notice is hereby given that the Regular Annual Stockholders’ Meeting of Ginebra San Miguel Inc. (the “Company”) will be held on Tuesday, June 23, 2020, at 2:00 p.m, via remote communication and livestreamed at the Company’s website: http://www.ginebrasanmiguel.com. Only stockholders of record at the close of business hours on May 15, 2020 are entitled to vote at this meeting.
The Agenda of the Meeting is as follows:
- Certification of Notice and Quorum
- Approval of the Minutes of the Regular Stockholders’ Meeting held on May 30, 2019
- Presentation of the Annual Report
- Ratification of Acts and Proceedings of the Board of Directors and Corporate Officers
- Election of Directors
- Appointment of External Auditor
- Other Matters
The current COVID-19 global pandemic has brought about health and safety concerns, prompting the Company not to hold a physical meeting. As such, attendance to the meeting will be via remote communication and questions will be sent only through email.
Stockholders should access the Company’s website to access the link to view the livestream of the meeting which will be available on the day of the meeting. Votes will be cast only through ballots or proxies. The proceedings for the meeting will be recorded.
Ballots and proxies may be submitted to the Corporate Secretary through email, which shall be acknowledged and validated with the assistance of the Company’s stock transfer agent, SMC Stock Transfer Service Corporation. Validated ballots and proxies will be considered for purposes of determining quorum and voting results.
For an individual, his ballot or proxy must be accompanied by a valid government-issued identification card with a photo. For a corporation, its proxy must be accompanied by a Secretary’s Certificate stating the representative’s authority to represent the corporation in the meeting.
In the event that the enhanced community quarantine or any of its forms which restricts the movement of persons remains, and makes it difficult to obtain notarization of the said certificate at the time of submission, the same may be submitted unnotarized. Proxies need not be notarized. Hard copies of the ballots and proxies, and notarized Secretary’s Certificates should be submitted to the Company within a reasonable time after regular business operation resumes.
Stockholders who provide their personal information shall be deemed to agree to the collection and processing of their personal information in accordance with the Company’s privacy statement for its Regular Annual Stockholders’ Meeting posted on its website.
The deadline for the submission of ballots and proxies is on June 8, 2020. Validation of ballots and proxies will be on June 11, 2020 at 10:00 a.m. at the SMC Stock Transfer Service Corporation Office, 2nd Floor, SMC Head Office Complex, No. 40 San Miguel Ave., Mandaluyong City, Philippines.
The dedicated email for the ballots, proxies and questions is [email protected].
Votes will be cast only through validated ballots or proxies, which will be considered for purposes of determining quorum and voting results. Every stockholder entitled to vote shall be entitled to one (1) vote for each share of stock in his name in the books of the Company. However, in electing directors, every stockholder is entitled to cumulate his votes in accordance with the provisions of law.
A copy of the full version of the Company’s SEC Form 20-IS or Definitive Information Statement (“DIS”) can be found in the Company’s website and in the PSE Edge, https://edge.pse.com.ph/. The DIS includes, among others, an explanation for each agenda item of the meeting, sample ballot/proxy form, 2019 Audited Consolidated Financial Statements and accompanying Management Discussion and Analysis (MD&A), copy of the minutes of the previous meeting, and 2020 first quarter interim and unaudited financial statements, including the MD&A for the said quarter. A copy of the Company’s SEC Form 17-A or Annual report can also be found in the Company’s website.
Upon the written request of a stockholder, and when circumstances permit, the Company shall furnish the stockholder a copy of the full version of the DIS and/or its SEC Form 17-A, free of charge, which request should be in writing and addressed to SMC Stock Transfer Service Corporation, 2nd Floor, San Miguel Corporation, No. 40 San Miguel Avenue, Mandaluyong City, 1550 Metro Manila, Philippines.
Virgilio S. Jacinto