Unless otherwise provided by law or the By-laws, stockholders as of Record Date constituting at least a majority of the outstanding voting capital stock of the Company is necessary to constitute a quorum. The affirmative vote of stockholders constituting at least a majority of the outstanding voting capital stock of the Company represented at the annual stockholders’ meeting is necessary to approve matters requiring stockholders’ action.
In all items for approval, each voting share of stock entitles its registered owner as of the Record Date to one vote. In light of applicable regulations prohibiting mass gatherings, imposing on all households strict home quarantine, such that movement shall be limited to accessing basic necessities, and/or requiring social distancing to prevent the spread of COVID-19 (the “Regulations”), stockholders will only be allowed to vote by appointing the Chairman of the meeting as their proxy or electronically in absentia.
In the case of the election of directors, each stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate the aforesaid shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares, or he may distribute them on the same principle among as many nominees as he shall see fit; provided that, the whole number of votes cast by him shall not exceed the number of shares owned by him multiplied by the total number of directors to be elected.
Proxies shall be in writing, signed and filed, by the stockholders, in the form provided in the 2020 Definitive Information Statement, and shall be received by the Corporate Secretary on or before April 6, 2020.
A stockholder may vote electronically in absentia using the online web address, ayalagroupshareholders.com, subject to validation procedures. A stockholder voting electronically in absentia shall be deemed present for purposes of quorum. The detailed instructions for electronic voting in absentia are set forth in Annex A (I) of the 2020 Definitive Information Statement.
All votes will be counted and tabulated by the Committee of Inspectors of Ballots and Proxies of the Company and the results will be validated by an independent third party.
Participation of Shareholders by Remote Communication
To comply with applicable regulations prohibiting mass gatherings, imposing on all households strict home quarantine, such that movement shall be limited to accessing basic necessities, and/or requiring social distancing to prevent the spread of COVID-19 (the “Regulations”) and to ensure the safety and welfare of our stockholders, the Company will dispense with the physical attendance of stockholders at the meeting and will allow attendance only by remote communication, as set forth below, and by voting in absentia, as provided in Item 4(c) and Item 19, or voting through the Chairman of the meeting as proxy. If such Regulations are subsisting as of April 5, 2020 and are reasonably expected to subsist on the date of the meeting, the Company will notify the stockholders if physical attendance will be allowed at the meeting by April 5, 2020. If such will be the case, the guidelines therefor will be provided through a disclosure at the Philippine Stock Exchange or publication of a notice in The Manila Bulletin. For the avoidance of doubt, in the absence of the foregoing notice from the Company by April 5, 2020, stockholders shall not be allowed to physically attend the meeting and may only participate through the means identified above.
The live webcast of the meeting shall be accessible through the following online web address: https://asm.ayala.com/MWC2020. To enable the Company to perform validation procedures, identify the shareholders participating by remote communication and record their presence for purposes of quorum, the shareholders shall inform the Company by email to [email protected] on or before April 6, 2020, of their participation in the meeting by remote communication. Stockholders may email questions or comments prior to or during the meeting at the following email address: [email protected].
The detailed instructions for participation through remote communication are set forth in Annex A(II) of the 2020 Definitive Information Statement.