Megawide Construction Corporation: Notice of Annual Stockholders’ Meeting

MANILA, Philippines — (As released) Notice is hereby given that the Annual Stockholders’ Meeting of Megawide Construction Corporation ("Megawide") will be held on June 30, 2020, at 2 p.m. The meeting will be conducted via remote communication and can be accessed by clicking here. 

The agenda of the meeting is as follows:

1. Call to Order

The Chairman will call the meeting to order.

2. Proof of Notice and Quorum

The Corporate Secretary will certify that notices of the meeting have been duly sent to stockholders of record date as required by the By-Laws. He will also attest to the attendance at the meeting and whether a quorum is present. Except as otherwise provided by law, a quorum shall consist of stockholders owning the majority of the outstanding capital stock, (exclusive of treasury stock), in person or represented by proxy.

3. Approval of the Minutes of the Annual Stockholders’ Meeting on July 2, 2019

The Minutes of the Annual Stockholders’ Meeting will be submitted for approval. It contains the following matters: (a) approval of the minutes of the Annual Stockholders’ Meeting on July 2, 2018; (b) Chairman’s Address and President’s Report; (c) Election of Directors; (d) Approval of the 2018 Audited Financial Statements; (e) Appointment of External Auditor; and (f) Ratification of all acts of Management and the Board of Directors. A copy of the Minutes is available on Megawide’s website.

4. Chairman’s Address and President’s Report

The Chairman and President will give a welcome address and give the operational highlights of 2019.

5. Election of Directors

The stockholders will approve the election of the regular and independent directors to hold office until the next Annual Stockholders’ Meeting and until their respective successors have been elected and qualified. The nominees were evaluated on the basis of all qualifications required by By-Laws, the New Manual on Corporate Governance, and that no provision or disqualification would apply to them. The profile and qualifications of the nominees are available in the Definitive Information Statement and Annual Report.

6. Amendment of the Articles of Incorporation to Increase Authorized Capital Stock (“ACS”) for Preferred Shares

The increase in Megawide’s ACS for preferred shares will be submitted for the approval of the stockholders.

7. Approval of the 2019 Audited Financial Statements

The 2019 Audited Financial Statements (2019 AFS) will be submitted for approval of the stockholders.

8. Appointment of External Auditor

The stockholders will approve the appointment of Punongbayan & Araullo as external auditor.

9. Ratification of all acts of Management and the Board of Directors

For the ratification of the stockholders are the acts of Management and the Board of Directors in the ordinary course of Megawide’s business. A list of such acts is too voluminous to be included in the Information Statement. These acts pertain to obtaining government permits and clearances, execution of contracts, availing of services from banks, and other acts necessary for various construction projects of Megawide.

10. Other Matters

The floor will be open for questions from the stockholders.

All stockholders of record at the close of business on May 13 are entitled to notice of and vote at the annual meeting and at any adjournment thereof. The stock and transfer books of Megawide will be closed from the end of business day on May 14.

Please refer to Exhibit “1” of the Definitive Information Sheet (available at the PSE EDGE website) or visit Megawide 2020 ASM for the full details on the submission of proxies, procedure for voting, and participation in the Annual Stockholders’ Meeting of Megawide.

Quezon City, Philippines, June 2, 2020.

(Sgd.)   

ANTHONY G. TOPACIO

Corporate Secretary