Unless otherwise provided by law or the By-laws, stockholders as of Record Date constituting at least a majority of the outstanding voting capital stock of the Company is necessary to constitute a quorum. The affirmative vote of stockholders constituting at least a majority of the outstanding voting capital stock of the Company represented at the annual stockholders’ meeting is necessary to approve matters requiring stockholders’ action.
In all items for approval, each voting share of stock entitles its registered owner as of the Record Date to one vote. In light of applicable regulations prohibiting mass gatherings, imposing on all households strict home quarantine, such that movement shall be limited to accessing basic necessities, and/or requiring social distancing to prevent the spread of COVID-19 (the “Regulations”), stockholders will only be allowed to vote by appointing the Chairman of the meeting as their proxy or electronically in absentia.
In the case of the election of directors, each stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate the aforesaid shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares, or he may distribute them on the same principle among as many nominees as he shall see fit; provided that, the whole number of votes cast by him shall not exceed the number of shares owned by him multiplied by the total number of directors to be elected.
Proxies shall be in writing, signed and filed, by the stockholders, in the form provided in the Definitive Information Statement, and shall be submitted on or before April 6, 2021 to the Corporate Secretary at the 2/F MWSS Administration Building, No 489 Katipunan Road, Balara, Quezon City or by email to [email protected]
A stockholder may vote electronically in absentia using the online web address, http://www.ayalagroupshareholders.com, subject to validation procedures. A stockholder voting electronically in absentia shall be deemed present for purposes of quorum. The detailed instructions for electronic voting in absentia will be provided in the Definitive Information Statement.
All votes will be counted and tabulated by the Committee of Inspectors of Ballots and Proxies of the Company and the results will be validated by an independent third party.
Participation of Shareholders by Remote Communication
- Stockholders as of March 1, 2021 (“Stockholders”) are required to register in the Voting in Absentia & Shareholder (VIASH) System to participate in the Meeting on April 16, 2021 by remote communication. A Meeting livestreaming access button will be available in the Stockholder’s dashboard in the VIASH System on the date set for the Meeting as indicated in the Corporation’s Notice of the Meeting.
- The procedure and requirements for registration in the VIASH System are found in the Definitive Information Statement that will be sent to stockholders. The deadline for registration to participate by remote communication is on April 6, 2021.
- In addition to their registration in the VIASH System, Stockholders are requested to notify the Company by e-mail to corpora[email protected] by April 6, 2021 of their intention to participate in the Meeting by remote communication
- Only the Stockholders who have notified the Company of their intention to participate in the Meeting by remote communication, together with the Stockholders who voted in absentia and by proxy, will be included in the determination of quorum at the Meeting.
- Stockholders participating by remote communication may vote anytime until the end of the Meeting using the digital ballot in the VIASH System.
- Stockholders may send their questions and/or remarks prior to or during the Meeting by e-mail to the Corporate Secretary at this email address - [email protected]
- A link to the recorded webcast of the Meeting will be posted on the Company’s website after the Meeting. Stockholders shall have two weeks from posting to raise to the Company any issues, clarifications and concerns on the Meeting conducted by e-mail to [email protected]
For any clarifications, please contact our Office of the Corporate Secretary through [email protected]