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STI Education Systems Holdings, Inc.’s Notice Of The Annual Stockholders’ Meeting

STI Education Systems Holdings, Inc.’s Notice Of The Annual Stockholders’ Meeting

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING


Please be informed that the Annual Stockholders’ Meeting of STI EDUCATION SYSTEMS HOLDINGS, INC. (the “Company”) will be held and conducted virtually via remote communication on Friday, 3 December 2021, at 2:30 p.m. for the following purposes:


  1. Call to Order

  2. Certification of Notice and Quorum

  3. Approval of the Minutes of the Annual Stockholders’ Meeting held on 20 November 2020

  4. Management Report

  5. Approval of Parent and Consolidated Audited Financial Statements of the Company as at and for the fiscal year ended 30 June 2021

  6. Ratification of all legal acts, resolutions and proceedings of the Board of Directors and of Management, done in ordinary course of business since the 20 November 2020 Annual Stockholders’ Meeting up to 3 December 2021

  7. Amendment of the Second Article of the Articles of Incorporation to include as part of the secondary purposes the authority of the Company to act as a corporate surety and to guarantee the loan obligations of its subsidiaries and affiliates 

  8. Delegation to the Board of Directors of the power to amend the By-Laws of the Company 

  9. Appointment of External Auditor

  10. Other Matters

  11. Adjournment


The record date for stockholders entitled to notice and vote at the Annual Stockholders’ Meeting is set on 29 October 2021 (“Stockholders of Record”).

In the light of the COVID-19 pandemic and to ensure the welfare and safety of our stockholders, the 2021 Annual Stockholders‘ Meeting of STI Holdings will be conducted virtually.  Stockholders of Record may attend/participate via proxy, remote communication or vote in absentia. For the detailed registration and voting procedures, please visit http://www.stiholdings.com/2021ASM and refer to the Guidelines for Participation via Remote Communication and Voting in Absentia and through Proxy”.


Stockholders who wish to participate in the meeting via remote communication and to vote in absentia should notify the Office of the Corporate Secretary through a Letter of Intent to be sent via e-mail to corsec@stiholdings.com.ph on or before 19 November 2021.  Validated stockholders will be provided access to the live streaming of the meeting through Microsoft Teams and can cast their votes in absentia on or before 26 November 2021 through the Company’s secure online voting facility.  All votes cast shall be subject to validation.


The Company is not soliciting for proxies.  Stockholders who are unable to join the meeting but wish to vote on items in the agenda by proxy must submit their duly accomplished proxy forms via email to corsec@stiholdings.com.ph, not later than 26 November 2021.


Stockholders of record may send their queries and comments to the Management Report and other items in the Agenda to corsec@stiholdings.com.ph on or before 26 November  2021.


The Definitive Information Statement containing the attendance/voting (via remote communication) and election procedures, along with the Notice, Agenda, Proxy, Management Report, SEC Form 17-A, and other information related to the Annual Stockholders’ Meeting can be accessed at http://www.stiholdings.com/disclosures.php and the PSE Edge portal. 



       Very truly yours, 




  (Sgd) ARSENIO C. CABRERA, JR.

                 Corporate Secretary