PROCEDURE FOR VOTING AND PARTICIPATION VIA REMOTE COMMUNICATION
Megawide Construction Corporation (the “Company”) shall be conducting its 2022 Special Stockholders’ Meeting on 20 December 2022, at 1:00 P.M via remote communication (the “2022 SSM”). In this regard, the stockholders of record as of 18 November 2022 (“Stockholders”), shall be entitled to attend, participate, and vote in the 2022 SSM, in accordance with the procedure outlined below:
VOTING IN ABSENTIA
The Stockholders who would like to vote in absentia shall register at Pre-Registration for 2022 SSM from 25 November 2022 to 13 December 2022, where they will be asked to provide the following information:
For individual Stockholders:
Full name;
Address;
Birthdate;
Email address;
Phone number;
Mobile number;
Current photograph, with face fully visible;
Scanned copy of valid government-issued ID; and
For Stockholders with joint accounts, a scanned copy of an authorization letter signed by the other Stockholders, indicating who among them is authorized to cast the vote for the account.
For corporate Stockholders:
Corporate Name;
Address;
Email address;
Phone number;
Mobile number;
Scanned copy of the Secretary’s Certificate or Board Resolution authorizing the representative of the corporation to cast the vote;
Current photograph of the representative authorized to cast the vote for the corporation, with face fully visible; and
Scanned copy of valid government-issued ID of the authorized representative.
For Stockholders under PCD Participant/Brokers Account of “Scripless Shares”:
Name;
Address;
Email address;
Phone number;
Mobile number;
Scanned copy of valid government-issued ID; and
Certificate of shareholdings issued by the broker.
The submissions of Stockholders shall immediately be validated by the stock transfer agent of the Company, Stock Transfer Service, Inc., in coordination with the Corporate Secretary.
Upon validation, a Stockholder shall be sent a username and password to the email address he/she has provided during registration. The Stockholder shall use this username and password to log in to the voting page at Voting for 2022 SSM to be able to cast his/her vote in all the matters included in the agenda of the Company’s 2022 SSM.
When a Stockholder has finished voting, he/she shall be a shown a summary of the votes he/she has cast. If the Stockholder is satisfied, he/she may click the “Submit” button; otherwise, the Stockholder may click the “Back” button to make any desired changes in his/her votes.
Registered Stockholders shall be allowed to vote until 11:59 P.M. of 13 December 2022. The votes shall be considered cast for all the shares of the Stockholder. The votes shall be considered cast for all the shares of the Stockholder.
The Stockholders who register and vote in absentia are deemed to have given their permission to the collection, use, transfer, disclosure, sharing, storage, and other forms of processing (collectively “Processing”), by the Company or any relevant third party, of the personal data they have provided. The Processing of the Stockholders personal data shall be used for the purpose of voting in absentia during the 2022 SSM, including for any reason necessary or incidental thereto.
VOTING BY PROXY The Stockholders of the Company may also vote by completing the proxy form attached to the Information Statement (or downloadable under Section V1). The completed and signed proxy form shall be submitted by the Stockholder to the Company’s stock transfer agent, through electronic mail and/or personal service, from 25 November 2022 to 13 December 2022. Please refer to the details provided below:
For the purpose of validation, the Stockholder must include the following in transmitting the completed and signed proxy form:
Full name of contact person;
Phone or mobile number of contact person;
Scanned copy of valid government-issued ID of the Stockholder and his/her appointed proxy (if not the Chairman of the Company); and
For corporate Stockholders, scanned copy of Secretary’s Certificate or Board Resolution authorizing the representative to act as the proxy.
For Stockholders holding ‘scripless’ shares, or shares held under a PCD Participant/Broker, a duly executed Secretary’s Certificate showing the authority of the representative to sign on behalf of the PCD Participant/Broker, and (2) a duly accomplished proxy or certificate of shareholdings issued by the Broker. Stockholders must coordinate with their brokers for the execution of this type of proxy. A Stockholder may instruct his broker to directly send a copy of the executed proxy to the Company, or he may send the copy of the executed proxy.
TABULATION OF VOTES Thereafter, the stock transfer agent of the Company shall tabulate the votes cast in absentia and by proxy. The results shall be verified by the Company’s external auditors, Punongbayan & Araullo.
The total votes made in absentia and by proxy, as well as the number of shares represented by the same, shall be announced during the 2022 SSM.
PARTICIPATION IN THE 2022 SSM THROUGH REMOTE COMMUNICATIONS
The Stockholders may attend the meeting on 20 December 2022, at 1:00 P.M., through the following link: Megawide 2022 SSM. The 2022 SSM shall be broadcasted live via Microsoft Teams, which may be accessed either through a web browser or the Microsoft Teams application.
The Stockholders who have not voted in absentia or submitted their proxies may still attend the 2022 SSM through the link provided above. However, to be included in the determination of the quorum, they must notify the stock transfer agent of the Company of their intention to attend the 2022 SSM by emailing the Company’s stock transfer agent at mpbiag@stocktransfer.com.ph by 2:00 P.M. of 20 December 2022. Such Stockholders must provide or attach in the email the requirements listed in Section I (1) (a) or I (1) (b), as the case may be, in order to be validated.
In view of the foregoing, the quorum for the 2022 SSM shall be determined based on the following:
The Stockholders who were validated and voted in absentia;
The Stockholders who submitted their proxy forms and were validated; and
The Stockholders who notified the Corporate Secretary of their intention to attend the 2022 SSM and were validated.
During the 2022 SSM, Stockholders will be given the opportunity to raise any questions or comments, by submitting the same in a chat box that will be made available to them throughout the live broadcast. The Company shall acknowledge, read out loud, and address such questions or comments.
The Stockholders are, however, encouraged to furnish all questions, concerns, or comments to the Company prior to the 2022 SSM, by emailing the same to the stock transfer agent of the Company at mpbiag@stocktransfer.com.ph and/or to the Corporate Secretary at corporatesecretary@megawide.com.ph by 2:00 P.M. of 19 December 2022.. These questions, concerns, or comments shall be answered during the 2022 SSM. Any unanswered questions shall be addressed via email.
