You are cordially invited to attend the Annual Meeting of the Stockholders of Medco Holdings,
Inc. (the "Corporation") which will be held on 12 May 2023, Friday, at 10:00 a.m. The meeting will be
held and conducted virtually online at www.medco.com.ph/asm
by remote communication and
voting will be in absentia. The agenda for the meeting is as follows:
- Call to Order;
- Certification of Notices and Quorum;
- Approval of the minutes of the annual meeting of stockholders held on 13 May 2022;
- Approval of the Annual Report and the Audited Financial Statements as of December 31, 2022;
- Approval and Ratification of the acts, contracts, investments and resolutions of the Board and management of the Corporation since the last annual meeting on 13 May 2022;
- Election of the members of the Board of Directors for the year 2023. The procedure for the nomination and election of directors is set forth in Item 5 of the Information Statement;
- Re-appointment of Punongbayan and Araullo, the Philippine representative of Grant Thornton International, as external auditors of the Corporation for the year 2023; and
- Other matters.
For the purpose of the meeting, only stockholders of record as of 19 April 2023 are entitled to attend and vote in the said meeting. In accordance with the guidance of the SEC dated March 14, 2022 on
virtual corporate meetings as a means to foster stakeholder participation, the Corporation's Board of Directors has approved on 31 March 2023 in accordance with SEC rules a virtual stockholders' meeting for 2023. The meeting will be held online by remote communication and voting will be in absentia. The specific procedures for participating in the meeting through remote communication and voting in absentia are set forth below.
Stockholders who intend to attend and participate in the virtual meeting in person or through proxy shall first submit on or before 27 April 2023
via email to MEDSHMeeting@medco.com.ph
the scanned copy of their Letter of Intent to attend and participate via proxy or by remote communication and a copy of the stockholder's valid government-issued ID showing photo and personal details. Once validated, a registered stockholder will receive via email the proxy form and voting ballot. Stockholders must submit on or before 5:00 p.m. on 2 May 2023
via email to MEDSHMeeting@medco.com.ph
their duly accomplished proxy form and/or voting ballot. Validation of proxies shall be on 4 May 2023 at 5:00 p.m. at the office of the Corporation. Only stockholders who have notified the Corporation of their intention to participate in the virtual meeting and have registered themselves or their proxies, will be included in the determination of a quorum. We are not soliciting your proxy. All agenda items indicated in the Notice of the Meeting will be set out in the voting ballot and the stockholder may vote as follows:
- For all items, except for Election of Directors, the stockholder has the option to vote: For, Against, or Abstain. The vote is considered cast for all the stockholder's shares.
- For the Election of Directors, a stockholder entitled to vote: (i) may vote such number of shares owned by it for as many persons as there are Directors to be elected; or (ii) may cumulate said shares and give one candidate as many votes as the number of Directors to be elected multiplied by the number of their shares; or (iii) may distribute them on the same principle among as many candidates as may be seen fit.
- The Corporation’s stock transfer agent and Office of the Corporate Secretary will tabulate all votes received and will validate the results.
- Except for the Election of Directors, all the items in the Agenda for the approval by the stockholders will need the affirmative vote of stockholders representing at least a majority of the issued and outstanding voting stock present at the meeting. For the Election of Directors, the top seven (7) nominees with the most number of votes are elected.
Registered stockholders will receive the meeting link and password to log on to the meeting two (2) days before the stockholders’ meeting. We encourage all registered stockholders to log onto the
meeting link 45 minutes before the meeting starts, to avoid any technical difficulty. The meeting will start promptly at 10:00 a.m. on 12 May 2023. The meeting shall be recorded in audio and video format and copies shall be posted by the Company in its website. The procedures for voting and participation in the meeting through remote communication are also discussed further in the Information Statement which shall be made available to the public not later than 20 April 2023 through PSE Edge and the Corporation's website at www.medco.com.ph/asm
. For any questions or inquiries, including request for assistance in the registration process, please contact our Office of the Corporate Secretary through MEDSHMeeting@medco.com.ph
Makati City, Philippines, 31 March 2023