NOTICE OF ANNUAL STOCKHOLDERS' MEETING
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of AYALALAND LOGISTICS HOLDINGS CORP. will be conducted virtually via http://www.ayalagroupshareholders.com/ on WEDNESDAY, 19 APRIL 2023, at 9:00 in the morning, with the following
AGENDA1
- Call to Order
- Certification of Notice and Quorum
- Approval of Minutes of Previous Meeting
- Annual Report
- Ratification of the Acts of the Board of Directors and Officers
- Election of Directors (Including the Independent Directors)
- Appointment of External Auditor and Fixing of its Remuneration
- Consideration of Such Other Business as May Properly Come Before the Meeting
- Adjournment
Only stockholders of record at the close of business on 6 MARCH 2023 shall be entitled to notice of, and to vote at, this meeting.
Pursuant to the Company's By-Laws, the Chairman of the Board, pursuant to the authority delegated by the Board of Directors during its meeting on 6 December 2022, has approved the holding of the Annual Stockholders' Meeting in a fully virtual format, hence, stockholders may only attend the meeting by remote communication, by voting in absentia or by appointing the Chairman of the meeting as proxy. Stockholders intending to participate by remote communication should notify the Company on or before 5 April 2023.
Duly accomplished proxies shall be submitted on or before 5 April 2023 to the Office of the Corporate Secretary at 4/F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City or by email. Validation of proxies is set for 12 April 2023.
Stockholders may participate in the meeting by remote communication or vote in absentia subject to validation procedures. The procedures for participating in the meeting through remote communication and for casting of votes in absentia will be set forth in the Information Statement2.
Stockholders of record as of 6 March 2023 owning at least 5% of the total outstanding capital stock of the Company may submit proposals on items for inclusion in the agenda on or before 12 April 20233.
All email communications should be sent to corporate.secretary@ayalalandlogistics.com on or before the designated deadlines.
This notice supersedes the notice filed on 20 February 2023 with the Securities and Exchange Commission and the Philippine Stock Exchange.
Makati City, 7 March 2023.
(original signed)
JUNE VEE D. MONTECLARO-NAVARRO
Corporate Secretary
1See next page for the explanation for each agenda item.
2Stockholders should notify the Company at corporate.secretary@ayalalandlogistics.com of their preference to receive hard copies of the Information Statement and other stockholders' meeting materials on or before 6 March 2023.
3The inclusion of the proposed agenda item is in accordance with SEC Memorandum Circular No. 14, series of 2020, and the Company's
internal guidelines.
EXPLANATION OF AGENDA ITEMS
Call to order
The Chairman will formally open the meeting at approximately 9:00 in the morning.
Certification of notice and quorum (and rules of conduct and procedures)
The Corporate Secretary will certify that written notice for the meeting was duly sent to stockholders and that a quorum exists for the transaction of business.
Pursuant to Sections 57 and 23 of the Revised Corporation Code which allow voting in absentia by the stockholders, the Company has set up a designated online web address, http://www.ayalagroupshareholders.com/, which may be accessed by the stockholders to register at the meeting and vote in absentia4. A stockholder participating by remote communication or voting in absentia shall be deemed present for purposes of quorum.
The following are the rules of conduct and procedures for the meeting:
(i) Stockholders may attend the meeting remotely through the online web address (URL) provided. Questions and comments may be sent prior to or during the meeting at corporate.secretary@ayalalandlogistics.com and shall be limited to the items in the Agenda.
(ii) Each of the proposed resolutions will be shown on the screen during the livestreaming as the same is taken up at the meeting.
(iii) Stockholders must notify the Company on or before 5 April 2023 of their intention to participate in the Meeting by remote communication to be included in determining the existence of a quorum, together with the stockholders who voted in absentia and by proxy.
(iv) Voting shall only be allowed for stockholders registered in the Voting in Absentia and Shareholder (VIASH) System or through authorizing the Chairman of the meeting as proxy.
(v) Stockholders voting in absentia, who have previously registered in the VIASH System, may cast their votes electronically at any time using the VIASH System prior to or during the meeting.
(vi) All the items in the agenda for the approval by the stockholders will need the affirmative vote of stockholders representing at least a majority of the issued and outstanding voting stock present at the meeting, unless the law requires otherwise.
(vii) Election of directors will be by plurality of votes and every stockholder will be entitled to cumulate his votes. Each outstanding share of stock entitles the registered stockholder to one vote.
(viii) The Committee of Inspectors of Proxies and Ballots will tabulate all votes received and an independent third party will validate the results. The Corporate Secretary shall report the results of voting during the meeting.
(ix) The meeting proceedings shall be recorded in audio and video format.
(x) 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 matters arising from the meeting conducted.
Approval of minutes of previous meeting
The minutes of the meeting held on 21 April 2022 are available at the Company's website, https://www.ayalalandlogistics.com.
A resolution approving the minutes will be presented to the stockholders and approved by the vote of the stockholders representing at least a majority of the outstanding capital stock voting in absentia or voting through the Chairman of the meeting as proxy.
Annual report
The President and Chief Executive Officer, Mr. Jose Emmanuel H. Jalandoni, will deliver a report to the stockholders on the significant operational and financial performance as well as the milestones and achievements of the Company for the year 2022, and the outlook for 2023.
The Annual Report which contains the messages from the Chairman and President will be posted on the Company's website, https://www.ayalalandlogistics.com.
The Audited Financial Statements (AFS) as of 31 December 2022 will be presented to the stockholders for their approval. The AFS will be included in the Information Statement that may be accessed by the stockholders at the Company's website, https://www.ayalalandlogistics.com. The Audit Committee has recommended to the Board the approval of the AFS, and the Board will approve the AFS on 28 February 2023.
A resolution noting the report and approving the consolidated audited financial statements will be presented to the stockholders for approval by the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock voting in absentia or voting through the Chairman of the meeting as proxy.
Ratification of the acts of the Board of Directors and officers
The acts of the Board and its Committees were those adopted since the annual stockholders' meeting on 21 April 2022 until 19 April 2023. They include the approval of agreements, projects, investments, treasury-related matters, corporate governance matters and other matters covered by disclosures to the Securities and Exchange Commission and the Philippine Stock Exchange. The acts of the officers were those taken to implement the resolutions of the Board or its Committees or in the general conduct of business.
A resolution on this agenda item will be presented to the stockholders for approval by the vote of the stockholders representing at least a majority of the outstanding stock voting in absentia or voting through the Chairman of the meeting as proxy.
4The detailed instructions pertaining to the URL and the use thereof will be provided in the Information Statement.
Election of directors (including the independent directors)
The Corporate Governance and Nomination Committee of the Board would have evaluated and determined that the nine (9) nominees to the Board, including the nominees for independent directors, have all the necessary qualifications to serve as directors and the expertise and competence, individually and collectively, to enable the Board to fulfill its roles and responsibilities and manage the Company to achieve its objectives.
The profiles of the candidates to the Board of Directors will be provided in the Information Statement. Appointment of external auditor and fixing of its remuneration
The Audit Committee of the Board will endorse to the stockholders the appointment of PwC Isla Lipana & Co. as the external auditor for the ensuing year as well as its proposed remuneration. The external auditor conducts an independent verification of the Company's financial statements and provides an objective assurance on the accuracy of its financial statements.
The profile of PwC Isla Lipana & Co. will be provided in the Information Statement.
A resolution for the appointment of the external auditor, PwC Isla Lipana & Co., and for the approval of its remuneration will be presented to the stockholders for adoption by the affirmative vote of stockholders representing a majority of the outstanding capital stock voting in absentia or voting through the Chairman of the meeting as proxy.
Consideration of such other business as may properly come before the meeting
The Chairman will open the floor for comments and questions by the stockholders, and take up agenda items received from stockholders on or before 12 April 2023 in accordance with existing laws, rules and regulations of the Securities and Exchange Commission and the Company's internal guidelines5.