Please be notified that the Annual Stockholders' Meeting of STA. LUCIA LAND, INC. (the "Corporation") will be held on Friday, 17 June 2022, at 8:00 a.m. at Penthouse Building III, Sta. Lucia Mall, Marcos Highway corner Imelda Avenue, Cainta, Rizal, via remote communication through the Zoom application, at which meeting the following matters will be taken up:
- Opening of the Meeting by the Chairman
- Proof of Notice
- Proof of the Presence of a Quorum
- Reading and Approval of the Minutes of the Annual Stockholders' Meeting held on 25
June 2021 - Report of the President
- Approval and Ratification of all Acts and Resolutions of the Board of Directors and
Management for the Period from 25 June 2021 to 16 June 2022 - Election of Members of the Board of Directors for 2022-2023
- Appointment of External Auditor
- Other Matters
1. Adjournment
Electronic copies of the Corporation’s Definitive Information Statement, Management Report,
Annual Report and other pertinent documents may be accessed and downloaded from the Corporation’s website at https://stalucialand.com.ph/investor-relations/annual-stockholders-meeting/ and PSE EDGE.
In relation to the Election of Members of the Board of Directors for 2022-2023 (Item 7), the requirements and procedure for the nomination and election of directors are as follows:
2. Nomination
Any stockholder of record of the Corporation may nominate any qualified individual as an Independent Director of the Corporation by submitting a signed nomination form. The nomination shall be accepted and conformed to by the nominated candidate, and submitted to the Nomination Committee of the Corporation not later than forty-five (45) days before the date of the Annual Stockholders’ Meeting.
The Nomination Committee shall pre-screen the qualifications of each nominee and come up with the Final List of Candidates, which shall contain all relevant information pertaining to the nominated candidate, including the identity of the stockholder(s) who nominated the said candidate. The Final List of Candidates shall be submitted to the Securities and Exchange Commission in any report required by the Securities Regulation Code and its implementing rules and regulations, including, but not limited to, the Information Statement and Proxy Statement.
After the Final List of Candidates shall have been prepared by the Nomination Committee, no other nomination shall be entertained. Neither shall a nomination for Independent Directors be entertained or allowed on the floor during the annual meeting of stockholders.
3. Election
A majority of the subscribed capital present via remote communication or represented by proxy shall be sufficient to constitute a quorum for the election of directors.
At each meeting of the stockholders, every stockholder shall be entitled to vote via remote communication or by proxy, for each share of stock held by him which has voting power upon the matter in question.
The directors of the Corporation shall be elected by plurality vote and every stockholder shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his share shall equal, or by distributing such votes at the same principle among any number of candidates. If the number of nominees is nine (9) or less, a motion shall be presented to the body that all votes be cast in favor of all nominees. However, if the minority stockholders nominate a candidate or if there are more than nine (9) nominees, the votes shall be cast. The results shall be counted/validated by the Corporate Secretary.
The Organizational Meeting of the new Board of Directors will be held immediately after the Annual Stockholders' Meeting.
By resolution of the Board of Directors, the close of business on Friday, 13 May 2022, has been fixed as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Stockholders' Meeting and any adjournment thereof.
Due to the COVID-19 pandemic, stockholders may only attend the meeting via remote communication or by proxy, and by complying with the Guidelines for Participation via Remote Communication and Voting in Absentia, which is available at the Corporation’s website. Stockholders who have successfully registered and been duly verified may access the online livestreaming of the meeting and vote in absentia.
All stockholders who do not expect to attend the meeting via remote communication are urged to fill in, date, sign and return the proxy, which is available on the Corporation’s website, to the Corporation not later than Thursday, 09 June 2022, in accordance with the 2015 Revised Implementing Rules and Regulations of the Securities Regulation Code. Proxies received after the said deadline will not be recorded. Corporate stockholders are requested to attach to the proxy instrument their respective Secretary's Certificates containing the Board Resolution vis-à-vis the authority of their proxy(ies). Management is not asking you for a proxy, and you are not requested to send management a proxy. All proxies submitted on or before the deadline shall be validated by a Committee of Inspectors on Friday, 10 June 2022, at the principal office of the Corporation.
25 May 2022.
