Globe announces the calendar of the virtual shareholders’ meeting
NOTICE OF ANNUAL SHAREHOLDER MEETING
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of GLOBE TELECOM, INC. Will take place virtually via https://www.globe.com.ph/asm2021 Tuesday, APRIL 20, 2021 at 9:00 a.m. with the following
- Call to order
- Notice of meeting, determination of the quorum and rules of conduct and procedures
- Approval of the minutes of the general meeting of April 21, 2020
- Annual report of officers and audited financial statements
- Ratification of all laws and resolutions of the board of directors and management
Adopted in the previous year
- Election of directors (including independent directors)
- Election of independent auditors and setting of their remuneration
- Consideration of any other matter that might suitably arise prior to the meeting
Only shareholders registered on March 5, 2021 have the right to be convened and vote at this meeting.
Under the current circumstances, shareholders can only attend the meeting by remote communication, by voting in absentia or by designating the chairman of the meeting as proxy.
Duly completed proxies must be submitted no later than April 8, 2021 to the Secretary General’s office at 3 / F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City or by email to [email protected]. The validation of the proxies is scheduled for April 13, 2021 at 9:00 a.m. at the office of the Secretary General. Shareholders who intend to participate by remote communication must inform the Company by email at [email protected]no later than April 8, 2021.
Shareholders can vote by remote communication, or in absentia subject to validation procedures. The procedures for participating in the meeting by remote communication and remote voting or in absentia are set out in the backgrounder.
Bonifacio Global City, Taguig City, Philippines.
February 9, 2021.
SOLOMON M. HERMOSURA
EXPLANATION OF AGENDA ITEMS
1. CALL TO ORDER. The Chairman of the Board of Directors, Mr. Jaime Augusto Zobel de Ayala, will open the meeting.
2. NOTICE OF MEETING, DETERMINATION OF QUORUM, RULES OF CONDUCT AND PROCEDURES. The Corporate Secretary will certify the date on which a written notice of the time, date, place and purpose of the meeting has been sent to all shareholders of record on March 5, 2021 and the date of publication of the notice. in newspapers with large circulation. .
The secretary general will also certify the presence of a quorum. The holders of record for the time being of the majority of the shares of the Company then issued and outstanding and entitled to vote, represented in person or by proxy, will constitute a quorum for the commercial transaction.
In accordance with articles 57 and 23 of the revised Companies Code, which allow voting in absentia by shareholders, the Company has set up a designated online web address (Uniform Resource Locator or URL), which shareholders can access to register and vote in absentia on issues to be resolved at the meeting. A shareholder who votes in absentia as well as a shareholder who participates by remote communication will be deemed to be present for the purposes of the quorum.
Unless otherwise modified, here are the rules of conduct and procedure for the meeting:
(i) Shareholders can attend the meeting by remote communication via the URL provided. Questions and remarks can be sent by email before or during the meeting to [email protected], and will be limited to the items of the meeting agenda.
(ii) Shareholders must inform the Company of their intention to participate in the meeting by remote communication via [email protected]to be included in the determination of the quorum, with the shareholders who voted in absentia and by proxy.
(iii) In the event that physical presence is permitted at the meeting –
a. Anyone wishing to make a remark identifies himself after having been recognized by the President and limits his remarks to the item of the agenda under consideration;
b. Shareholders present at the meeting can opt for manual or electronic voting. For manual voting, each shareholder will receive, when registering, a ballot paper on which he can write his vote on each item of the agenda or proposed resolution. For electronic voting, there will be computer stations near the registration table where shareholders can vote electronically using a digital version of the ballot.
(iv) Each of the proposed resolutions will be displayed on screen during the live broadcast as it is picked up during the meeting.
(v) Voting will only be permitted for shareholders registered to vote in the Company. in Absentia& Shareholder (VIASH) or through the chairman of the meeting as proxy. Detailed requirements and instructions for the VIASH system and its use are provided in the information document.
(vi) Shareholder vote in absentia, who have already registered in the VIASH system, can vote electronically at any time using the VIASH system before or during the meeting.
(vii) All agenda items requiring shareholder approval will require the affirmative vote of shareholders representing at least the majority of the issued and outstanding voting shares present at the meeting, unless required by law does not require it otherwise.
(viii) The election of directors will be by plurality of votes and each shareholder will have the right to accumulate his votes. Each share in circulation gives the right to one registered shareholder.
(ix) The Office of the Secretary General will compile all the votes received and a firm chosen for this purpose will validate the results. The Secretary General will report on the results of the vote during the meeting.
(x) The proceedings of the meeting will be recorded in audio and video format.
3. APPROVAL OF THE MINUTES OF THE GENERAL MEETING HELD ON APRIL 21, 2020. Copies of the minutes of the general meeting held on April 21, 2020 will be made available to shareholders before the meeting. Likewise, the minutes of the meeting are available on the company’s website, www.globe.com.ph.
4. EXECUTIVE OFFICERS ‘ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS. The Chairman, Mr. Jaime Augusto Zobel de Ayala, and the President and Chief Executive Officer (CEO), Mr. Ernest L. Cu, will report to shareholders on the highlights of the performance of the Y2020 Company, as evidenced by the audited financial report. statements (AFS 2020), and outlook for Y2021. AFS at December 31, 2020 will be included in the information document that will be sent to shareholders at least 28 days before the meeting. AFS 2020 will be published by the Company at least 60 days from the end of the financial year and available on the Company’s website, www.globe.com.ph.
A resolution noting the annual report and approving AFS 2020 will be presented to shareholders for approval by the affirmative vote of shareholders representing at least the majority of the outstanding voting rights present at the meeting. Likewise, shareholders will have the opportunity to ask questions before submitting AFS 2020 for their approval. Copies of the information document and AFS 2020 will be made available to shareholders before the meeting.
5.RATIFICATION OF ALL ACTS AND RESOLUTIONS OF THE BOARD OF DIRECTORS AND MANAGEMENT ADOPTED DURING THE PREVIOUS YEAR. Ratification by the shareholders will be sought for all acts and resolutions of the Board of Directors, the Executive Committee and other Committees of the Board of Directors and all acts of Management of the Company taken or adopted since the ASM of April 21. 2020, until April 20, 2021. The acts and resolutions of the board and its committees have been reflected in the minutes of the meetings, including the approval of changes to the bylaws, the approval of contracts and agreements , projects and investments, treasury matters and deeds and resolutions covered by disclosures to the Securities and Exchange Commission, the Philippine Stock Exchange and applicable regulatory authorities. The actions of the management are those taken to implement the resolutions of the board or its committees or taken in the general conduct of business.
6.ELECTION OF DIRECTORS (INCLUDING INDEPENDENT DIRECTORS). In accordance with the Articles of Association, the revised Corporate Governance Manual and the Rules of the SEC, any shareholder, including minority shareholders, may submit to the Nomination and Governance Committee the names of candidates for the Board of Directors. The Nominating and Governance Committee, in carrying out the task entrusted to it, will determine whether candidates for the board of directors, including independent directors, have all the qualifications and none of the disqualifications to serve as members. of the board of directors of the company. before submitting the candidates to the election by the shareholders of the 11 members of the Board of Directors, including the 3 independent directors. Copies of curriculum vitae and the profiles of the nominees for the board of directors will be provided in the backgrounder and on the company’s website for review by shareholders.
7.ELECTION OF INDEPENDENT AUDITORS AND SETTING OF THEIR REMUNERATION. The Audit and Related Party Transactions Committee (ARPT) will approve to the shareholders the appointment of the independent auditor for the following year as well as the proposal for the remuneration of the independent auditor. The profile of the independent auditor will be provided in the Information Statement and on the Company’s website for review by shareholders.
8.CONSIDERATION OF SUCH OTHER QUESTIONS THAT MAY PROPERLY ARISE PRIOR TO THE MEETING. The Chairman will open the floor to comments and questions from shareholders, and address items on the agenda received from shareholders in accordance with applicable laws, rules and regulations of the Securities and Exchange Commission.
9. ADJOURNMENT. On the decision of the Secretary General that there are no other matters to consider, and on the proposal of a duly seconded shareholder, the Chairman declares the meeting adjourned.
The Company will hold a physical meeting at the request of shareholders holding at least 10% of our outstanding share capital and provided that such meeting is permitted by government regulations and issuance. Shareholders have until February 23, 2021 to submit their requests to [email protected].
SEC Memorandum Circular No.14, 2020 series or “Right of shareholders to put items on the agenda of ordinary / extraordinary meetings of shareholders”: https://www.sec.gov.ph/mc-2020/mc-no-14-s-2020shareholders-right-to-put-items-on-the-agenda-for-regular-special-stockholders-meetings/.