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Notice Of Annual Meeting Of Stockholders Of Synergy Grid & Development Phils., Inc.

Notice Of Annual Meeting Of Stockholders Of Synergy Grid & Development Phils., Inc.

NOTICE is hereby given that the Annual Meeting of the stockholders of SYNERGY GRID & DEVELOPMENT PHILS., INC. (the “Corporation”) will be held on 27 September 2021 at 2:00 p.m., at the Corporation’s principal office through videoconferencing, as authorized by resolution of the Board of Directors on 20 August 2021, with the following agenda:

  1. Call to Order
  2. Proof of Notice of Meeting
  3. Certification of Notice and Quorum
  4. Approval of the Minutes of the Previous Annual Stockholders’ Meeting held on 12 November 2020
  5. Ratification of the Corporate Acts of the Board of Directors and Management since 12 November 2020
  6. Election of Directors for 2021-2022
  7. Management Report and Presentation of the Audited Financial Statements of the Corporation for the Year Ended 31 December 2020 and 30 June 2021
  8. Appointment of R.G. Manabat & Co. (an affiliate of KPMG) as External Auditor for 2021
  9. Confirmation of Approval of Stockholders of the Additional Amendments to the Articles of Incorporation and By-Laws:
    1. Amendment of the Fourth Article of the Articles of Incorporation to reflect perpetual term of existence;
    2. Amendment of the Seventh Article of the Articles of Incorporation to reflect the cross-ownership restriction;
    3. Amendment of Section 3 of the Third Article of the By-Laws to shorten the notice requirement from 28 business days to 28 calendar days or any other period allowed by the relevant rules and regulations; and
    4. Delegation of authority to amend the By-Laws to the Board.
  10. Waiver of Stock Rights Offering
  11. Other Matters
  12. Adjournment 

Minutes of the Corporation are accessible through the Corporation’s website (www.synergygrid.ph/v2).

Given the continued threat of the COVID-19 pandemic, stockholders may only participate in the annual meeting via remote communication and cast their votes electronically or in absentia, or by appointing the Chairman of the Meeting as proxy. 

Only stockholders of record as of 06 September 2021 are entitled to vote at this meeting. Stockholders intending to attend the meeting by remote communication should notify the Corporation not later than 20 September  2021 at 2:00 p.m. by e-mail to the Corporate Secretary at sgp.corsec@gmail.com. Further details and procedure for attendance and participation in the meeting through remote communication are set forth in Annex “A”, which shall be made available to the public not later than 02 September 2021, through the PSE Edge and the Corporation’s website.

Duly accomplished ballots, proxies, and copies of valid government IDs shall be submitted through any of the following:

  1. By e-mail to the Corporate Secretary at sgp.corsec@gmail.com; and
  2. By ordinary mail to the Office of the Corporate Secretary as follows:

CHERYL S. SALDAÑA-DE LEON
SYNERGY GRID & DEVELOPMENT PHILS., INC.
c/o Suite 2801 Discovery Center
25 ADB Avenue, Ortigas Center, Pasig City

PLEASE NOTE THAT THE CORPORATION IS NOT SOLICITING PROXIES.

The deadline for submission of ballots and proxies is on 20 September 2021 at 2:00 p.m. For corporations, ballots and proxies must be accompanied by the Corporate Secretary’s sworn certification stating the corporate officer’s authority to vote for and to represent the corporation in the meeting.  Ballots and proxies need not be notarized.

Validation of ballots and proxies will be on 20 September 2021 at 5:00 p.m. at the office of the Corporate Secretary at Suite 2801 Discovery Center, 25 ADB Avenue, Ortigas Center, Pasig City. For your convenience, samples of the proxy are available at the Corporation’s website.

Questions and comments to the Board of Directors and/or Management may be sent in advance of, or during, the meeting by email to the Corporate Secretary at sgp.corsec@gmail.com.

 

Please refer to Annex “B” for a brief discussion of and the rationale for the above agenda items. A visual and audio recording of the proceedings of the annual meeting shall be kept by the Corporation.

 

Annexes “A” and “B” can be accessed thru this link: http://bitly.ws/gfPx

For the Board of Directors

(sgd.)
CHERYL S. SALDAÑA-DE LEON

Corporate Secretary