Rules on Annual Stockholders Meeting and Proxies

The regular annual stockholders meeting for the election of Directors and Officers shall be held annually on the date fixed in the by-laws.
If the by-laws do not fix the annual meeting date, the meeting shall be held on any date in April as determined by the Board of Directors.
If the scheduled annual meeting date falls on a legal holiday, the annual meeting shall be held on the next succeeding business day that is not a legal holiday.
The annual stockholders meeting shall be held in the city or municipality where the principal office of the corporation is located.
The annual stockholders meeting shall be held in the principal office of the corporation if practicable.
Metro Manila shall be treated, for meeting purposes, as a city or municipality.

Written notice stating the date, time, and place of the annual meeting must be sent to all stockholders of record at least two (2) weeks prior to the annual meeting.
The by-laws may require a different period for notice.
The notice of stockholders’ meeting must also state the date, time, and place of the validation of proxies, which shall be scheduled not less than five (5) days prior to the annual stockholders meeting.
The presence of any stockholder who wishes to be present in person or by counsel shall be allowed.
If the annual stockholders meeting must be postponed for justifiable and valid reasons, the corporation must notify the Commission in writing of the postponement within ten (10) days from the postponement date.
No postponement is allowed unless it is for justifiable reasons stated in writing and signed under oath by the President or Secretary of the corporation.

The Commission en banc may, motu proprio or upon a written request of any stockholder, direct the calling of the annual stockholders meeting under the Commission’s supervision if the corporation fails or refuses to call an annual meeting for any justifiable reason.
The Commission may send its representatives/observers to stockholders’ meetings under such terms and conditions as it deems appropriate.
Unless otherwise provided in the by-laws, the stock and transfer book must be closed at least twenty (20) days before the scheduled annual stockholders meeting to enable the corporation to prepare the list of stockholders entitled to vote.
A copy of the list of stockholders entitled to vote must be submitted to the SEC at least fifteen (15) days prior to the annual stockholders meeting date.

Corporate by-laws control the proper procedure for the execution and acceptance of proxies, provided the minimum required formalities under Section 58 of the Corporation Code and RSA Rule 34(a)-1 are complied with.
Failure to affix documentary stamps does not affect the validity of the proxy.
Failure to affix documentary stamps limits the proxy’s evidentiary/public-document use: the proxy cannot be recorded as a public document and cannot be admitted or used as evidence in Court until documentary stamps are affixed and cancelled.
Unless required by the by-laws, a proxy need not be notarized.
If the name of the proxy is left blank, the person to whom it is given or the issuer corporation receiving the proxy may fill in any name.
If a proxy is duly accomplished and executed but undated, the postmark is considered; if not mailed, the actual date of presentation is considered.
A proxy executed by a corporation must be in the form of a board resolution duly certified by the Corporate Secretary, or in a proxy form executed by a duly authorized corporate officer accompanied by a Corporate Secretary’s certificate quoting the board resolution authorizing that officer.
Where the by-laws require a cut-off date for submission of proxies, the cut-off date must be strictly followed.
If the by-laws fix no deadline, proxies must be submitted not later than ten (10) days prior to the stockholders’ meeting.

If the corporation receives more than one proxy from the same stockholder and all are undated, the postmark dates determine priority; if mailed on the same date, the one with the latest time of day of postmark controls.
If proxies are not mailed, the actual presentation time controls, and the one presented last is recognized.
If a proxy instrument gives a proxy to two or more persons in the alternative, the designated alternate may act only if the other designated person does not attend.
If the same stockholder gives two or more proxies, the latest proxy revokes all former proxies.
A proxy is valid only for the meeting for which it is intended.
Executors, administrators, receivers, and other legal representatives duly appointed by the court may attend and vote without a written proxy.

If a stockholder intends to designate several proxies, the proxy form must specifically indicate the number of shares to be represented by each proxy.
If some proxy forms omit the number of shares, the total shareholding is tallied, and the balance shares is allotted to the proxy holder whose form lacks the numbers.
If all proxy forms are in blank as to number of shares, the shares are distributed equally among the proxies.
The number of persons designated as proxies may be limited by the by-laws.
For shares jointly owned by two or more persons, the consent of all co-owners is required to appoint or revoke a proxy.
For shares owned in an “and/or” capacity, any one of the owners may appoint and revoke a proxy.

Proxies executed abroad must be duly authenticated by the Philippine Embassy or Consular Office.
No member of the Stock Exchange and no broker/dealer may give any proxy, consent, or authorization regarding any security carried for a customer’s account to a person other than the customer without the customer’s express written authorization.
A broker’s proxy must be accompanied by a certification under oath stating that, before the proxy was given to the broker, the broker obtained the written consent of the persons in whose account the shares are held.

A proxy shall not be invalidated solely because the stockholder has no signature card on file with the Corporate Secretary or Transfer Agent.
The proxy remains valid unless it is shown that the stockholder refused to submit the signature card despite a written demand received at least ten (10) days before the annual stockholders meeting and election.
There is a presumption of regularity in the execution of proxies.
Proxies are accepted based on prima facie authenticity unless a timely and valid challenge is made.

For proxy validation, a special committee of inspectors must be designated or appointed by the Board of Directors and empowered to pass on the validity of proxies.
Disputes regarding proxy validity are resolved by the Securities and Exchange Commission upon formal complaint filed by the aggrieved party, or by the SEC officer supervising the proxy validation process.
Any violation of the Circular’s guidelines is subject to administrative sanctions under Section 144 of the Corporation Code, Section 56 of the Revised Securities Act, and PD 902-A, as amended.