You are cordially invited to attend the Annual Meeting of the Stockholders of Medco Holdings,
Inc. (the "Corporation") which will be held on 9 May 2025, 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 10 May 2024;
- Approval of the Annual Report and the Audited Financial Statements as of December 31, 2024;
- Approval and Ratification of the acts, contracts, investments and resolutions of the Board and management of the Corporation since the last annual meeting on 10 May 2024;
- Election of the members of the Board of Directors for the year 2025. 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 2025; and
- Other matters.
For the purpose of the meeting, only stockholders of record as of 14 April 2025 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 27 March 2025 in accordance with SEC rules a virtual stockholders' meeting
for 2025. 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 24 April 2025 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 25 April 2025 via email to
MEDSHMeeting@medco.com.ph their duly
accomplished proxy form and/or voting ballot. Validation of proxies shall be on 2 May 2025 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 9 May 2025. 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 15 April 2025 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, 27 March 2025