NOTICE OF ANNUAL MEETING OF THE STOCKHOLDERS
Please take notice that the Annual Meeting of the Stockholders of DITO CME HOLDINGS CORP. (the "Company") will be held on 5 July 2023, at 2 o'clock in the afternoon via videoconferencing in its principal office at the 21st Floor, Udenna Tower, Rizal Drive corner 4th Avenue, Bonifacio Global City to discuss the following:
A G E N D A
- Call to Order
- Certification of Notice and Quorum
- Review and Approval of the Minutes of the Previous Meeting held on 6 December 2022.
- Report of Management and Approval of the Audited Financial Statements for 2022.
- Ratification of Acts of the Board of Directors and Management since the Last Annual Stockholders' Meeting held on 6 December 2022.
- Election of Directors (including independent directors).
- Approval of the merger of the Company with its wholly-owned subsidiary, Udenna Communications, Media and Entertainment Holdings Inc.
- Approval of authority to act as surety and/or guarantor for its subsidiaries at the terms and conditions approved by the Board of Directors.
- Approval of issuance of shares pursuant to an equity offering, private placement, top-up placement or similar transaction to be determined by the Board and the listing of such shares.
- Approval for the offer for sale and issuance of convertible bonds (the "Convertible Bonds") to such number of investors to be determined by the Board of Directors, and the delegation of authority to the Board of Directors to negotiate and determine the terms and conditions of the issuance, including the transaction price, the terms and conditions of the issuance, and to engage the services of arrangers, advisors, legal counsel, and other agents as may be necessary, proper or desirable for the transaction, and the approval for the listing of the underlying common shares of the Convertible Bonds with the PSE.
- Waiver of the requirement to conduct a rights or public offer in the event that the holder of the Convertible Bonds and Convertible Preferred Shares will result in the issuance of at least 10% of the Corporation's total issued and outstanding shares pursuant to Article V Part A of the PSE Revised Listing Rules.
- Appointment of External Auditor
- Other Matters
- Adjournment
In accordance with the rules of the Philippine Stock Exchange, only stockholders of record as of 15 June 2023 are entitled to notice of and to vote as such in the annual shareholders' meeting and any adjournment thereof.
In view of the current COVID-19 pandemic, the physical and actual holding of the Annual Stockholders' Meeting cannot be conducted. In lieu thereof, the Annual Meeting on 5 July 2023 shall be conducted via live streaming through https://us06web.zoom.us/webinar/register/WN__IHsxr6jRoKyw57YOF1SSw.
Only stockholders as of record date who have completed the ASM registration and verification process will be allowed to enter the virtual meeting room. Stockholders who intend to participate are required to register by sending an email, together with the requirements to dito.cmeholdings.legal@udenna.ph on or before 4 July 2023 (5:00 p.m., Philippine time). Full list of the requirements may be viewed on the Company's website at https://www.ditocmeholdings.ph/. The registration is subject to validation, and successful registrations will receive an electronic invitation via email, along with a complete guide on how to join, participate and vote in the Meeting.
In compliance with Section 49 of the Revised Corporation Code, SEC Memorandum Circular No. 3, series of 2020 and Notice dated 16 February 2022, copies of the Notice of the Meeting, Annual Report, Definitive Information Statement and other related documents may be found on the Company's website at https://www.ditocmeholdings.ph/ and through the PSE Edge Portal at least twenty- one (21) days before the scheduled meeting or starting on 13 June 2023.
Proxy Forms and Special Powers of Attorney or other Authorization forms are available in the Company's website must be submitted to the Office of the Corporate Secretary, 21st Fl., Udenna Tower, Rizal Drive corner 4th Ave., Bonifacio Global City, Taguig City, by mail or sent by email to dito.cmeholdings.legal@udenna.ph on or before the deadline for the validation of proxies on 30 June 2023. Online registration and submission of requirements shall commence on 14 June 2023 until 5 p.m. of 4 July 2023.
Participation in the meeting as well as voting shall be through remote communication. Detailed Procedure for voting shall be posted on the Company's website. Stockholders may also send your queries regarding the conduct of the Meeting to dito.cmeholdings.legal@udenna.ph.
There will be audio and visual recording of the Meeting.
Taguig City, 7 June 2023.
(Sgd.) LEANDRO E. ABARQUEZ
Corporate Secretary