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SFA SEMICON PHILIPPINES CORPORATION
Panday Pira Avenue corner Creekside Road, Clark Freeport Zone, Pampanga
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 2023 Annual Stockholders’ Meeting of SFA Semicon Philippines Corporation (“SSP”) will be held on April 28, 2023 (Friday) at 10:00 A.M. by remote communication via livestreaming through Zoom from SSP’s offices at Panday Pira Ave. corner Creekside Road, Clark Freeport Zone, Pampanga.
The Agenda of the meeting is as follows:
1. Call to Order
2. Certification of Notice and Quorum
3. Presentation of Management’s 2022 Annual Report and of the Audited Financial Statements as of the Year Ended December 31, 2022
4. Presentation of the Minutes of the Previous Annual Meeting of the Stockholders held on April 22, 2022
5. Ratification of the Corporate Acts of the Board of Directors and Management since the 2022 Annual Stockholders’ Meeting
6. Election of Directors
7. Appointment of External Auditors
8. Other Matters as may properly come before the Meeting
9. Adjournment
The explanation of, and the materials on, the Agenda items are found in the Definitive Information Statement and its attachments which can be accessed and downloaded at the PSE Edge and at SSP’s website (at http://www.sfasemicon.com.ph/2023-asm.php).
Only SSP stockholders as of close of business on March 17, 2023 (i.e., the record date) are entitled to notice of, to participate, and to vote at the Annual Stockholders’ Meeting and any adjournments or postponements. The stock and transfer book of SSP will not be closed.
For safety and health reasons due to the continuing threat posed by COVID-19, stockholders may participate only either (1) by remote communication via livestreaming (without prejudice to the attendance at the venue of the meeting of the Chairman of the Meeting, directors, key officers and representatives, and SSP’s staff, who may or may not be stockholders, as may be needed in the conduct of the meeting, subject to observance of the required health and safety protocols), OR (2) by proxy in favor of either (i) the Chairman of the Meeting, or (ii) an officer or director attending at the venue of the meeting and, in the absence of said director or officer, in favor of the Chairman of the Meeting. Voting shall be either (a) by proxy, or (b) in absentia through emailed ballot.
Stockholders who wish to participate via livestream and/or vote in absentia must email to SSP their intent to do so, together with all the required documents and information listed in Schedule A-1 (the “verification documents & information”) to enable SSP to verify the identity of the stockholders, and the accomplished ballot form (in the form of Schedule A-2).
Stockholders who wish to participate and vote by proxy must email their accomplished proxy form (in the form of Schedule A-3 and in favor of either (i) the Chairman of the Meeting, or (ii) an officer or director attending at the meeting venue and, in the absence of said director or officer, in favor of the Chairman of the Meeting), together with all the verification documents & information listed in Schedule A-1.
The notice to participate via livestream and/or vote in absentia, the verification documents & information, and the accomplished ballot form or proxy form, must be emailed to, and received by, SSP (to the attention of the Corporate Secretary/Assistant Corporate Secretaries) at ssp.ir@sfasemicon.com, no later than 5:00 P.M. of April 14, 2023.
Please note, however, that the MANAGEMENT IS NOT SOLICITING YOUR PROXY.
Questions relevant to the Agenda (1) may be emailed to the attention of the Corporate Secretary/Assistant Corporate Secretaries at ssp.ir@sfasemicon.com, no later than 5:00 P.M. of April 17, 2023, and/or (2) may be asked during the meeting via chatbox.
Make sure you read the Detailed Instructions on Participating and Voting in the 2023 Annual Stockholders’ Meeting of SFA Semicon Philippines Corporation (Schedule A) for more detailed and additional instructions. These more detailed and additional instructions (Schedule A), the list of verification documents & information (Schedule A-1), the ballot form (Schedule A-2), and the proxy form (Schedule A-3), may be accessed and downloaded from SSP’s website (at http://www.sfasemicon.com.ph/2023-asm.php).
Proxies and ballots will be validated and the identity of the stockholders will be verified by SSP’s stock transfer agent, BDO Unibank, Inc., on April 17, 2023 at approximately 4:00 P.M. at BDO Unibank, Inc. - TIG Securities Services Unit, 14F BDO Towers, Valero, 8741 Paseo de Roxas, Makati City.
The meeting link and other instructions for accessing and participating in the meeting via livestream will be emailed at any time from April 24-25, 2023 by SSP to stockholders who emailed their intent to participate by remote communication via livestreaming in accordance with this Notice of Meeting and Schedule A and whose identity has been verified by SSP. The meeting will be visually and/or audio recorded, which recording will form part of the corporate records of SSP.
MT - Mar. 22 & 23, 2023