Notice of Top Frontier Investment Holdings Inc.'s Annual Stockholders Meeting

The 2022 Annual Stockholders’ Meeting of TOP FRONTIER INVESTMENT HOLDINGS, INC. will be held on July 08, 2022 (Friday) at 2:00 p.m. Due to COVID-19 health concerns, the Company will not hold a physical meeting and will instead 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 2022 Annual Stockholders’ Meeting is as follows:

1. Certification of Notice and Quorum
2. Approval of the Minutes of the Annual Stockholders’ Meeting held on July 09, 2021
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. Other Matters
8. Adjournment

The electronic copies of the Minutes of the Annual Stockholders’ Meeting held on July 09, 2021, the Notice of the 2022 Annual Stockholders’ Meeting, the Definitive Information Statement (together with the Management Report), sample ballot and proxy form, 2021 Annual Report (SEC Form 17-A), 1^st Quarter 2022 Report (SEC Form 17-Q), the summary of the resolutions of the Board of Directors since July 09, 2021, and other pertinent documents for the 2022 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/TFASM2022. 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 2022 Annual Stockholders’ Meeting by remote communication by following the procedure summarized below.  

• a. Stockholders who would like to 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 June 03, 2022 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 24, 2022.  Ballots and proxies may be sent through email at[email protected] or by mail to the SMC Stock Transfer Service Corporation office located at the 2^nd 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 01, 2022 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  [email protected].  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 2022 Annual Stockholders’ Meeting.  

Should you have questions or requests for clarification on the procedure for the 2022 Annual Stockholders’ Meeting, please email them to [email protected].