Annual Stockholders Meeting

2020 ANNUAL STOCKHOLDERS’ MEETING OF LRWC

As announced in the Notice of Annual Stockholders’ Meeting posted June 1, 2020 on PSE Edge.

As we continue to closely monitor the public health impact of the coronavirus outbreak (COVID-19) in the country and comply with all directives and advisories from the government, its various agencies and health authorities, we wish to inform all LRWC stockholders that the company will be hosting its 2020 Annual Stockholders’ Meeting (ASM) via Zoom online conferencing.

Our customers’, employees’, and stockholders’ health and well-being are of utmost importance, the ASM this year will be held in a virtual format or remote communication. There will be no physical venue for the meeting to help mitigate the risk of infection and prevent the further spread of the coronavirus. Stockholders may only attend the meeting by appointing the Chairman of the meeting as their proxy or by remote communication (Zoom Conferencing Tool).

Access to ASM Zoom Conference

To access the 2020 Annual Stockholders’ Zoom Meeting at 2:00 p.m. on August 28, 2020, Stockholders may click the following Zoom meeting link https://zoom.us/j/95451819920?pwd=MUFpOFREbnE5UUZ2RGVPeWJ5QkE5Zz09, as also provided and indicated in the Corporation’s Notices and Definitive Information Statement. The ASM meeting will be livestreamed. However, voting cannot be done and questions cannot be sent through the livestreaming link.

Clarity of video and audio transmission will depend on the communication and network environment. A Wi-Fi environment is recommended for comfortable viewing on desktop computers, smartphones or tablets. Communication charges to view such or live streaming is at the viewer’s expense.

LRWC shall provide a notification on the company website if for some reason the ASM Zoom meeting or live streaming cannot be provided.

The details of registration and voting process can be found below. If assistance with the ASM Zoom meeting is needed and/or there is any other ASM-related queries, stockholders may contact the company at investorrelations@lrwc.com.ph.

Registration Period. The deadline for registration to the meeting is on or before 12:00 p.m. of August 20, 2020. The process of registration can either be online registration through this link https://docs.google.com/forms/d/e/1FAIpQLSf8Mh9n_-Y4p7JwXjazbQKqE1-2fQx6tA75tW1G6dAm9mY5hg/viewform?usp=sf_link, or through email at investorrelations@lrwc.com.ph.

Registration Requirements. The following are needed for the online registration:

a. For individual Stockholders

•  A scanned copy of the front and back portions of the Stockholder’s valid government-issued photo ID, preferably with residential address. This must be in a digital, JPG format with a file size no larger than 2MB; Valid types of government-issued photo IDs include the following: Driver’s License, Passport, Unified Multi-Purpose ID, Professional Regulation Commission ID, SSS ID, Pag-Ibig ID, and Senior Citizen ID.
•  Valid and active e-mail address;
•  Valid and active contact number (landline or mobile number);

b. For Stockholders with Joint accounts

In addition to the above requirements, a scanned copy of an authorization letter signed by all Stockholders on who among them is authorized to cast the vote for the account. This must also be in a digital, JPG format with a file size no larger than 2MB;

c. For Stockholders under Broker accounts

•  A scanned copy of the broker’s certificate on the Stockholder’s number of shareholdings. This must also be in a digital, JPG format with a file size no larger than 2MB;
•  A scanned copy of the front and back portions of the Stockholder’s valid government-issued photo ID, preferably with residential address. This must also be in a digital, JPG format with a file size no larger than 2MB; Valid types of government-issued photo IDs include the following: Driver’s License, Passport, Unified Multi-Purpose ID, Professional Regulation Commission ID, SSS ID, Pag-Ibig ID and Senior Citizen ID.
•  Valid and active email address;
•  Valid and active contact number (landline or mobile number);

d. For corporate Stockholders

•  A scanned copy of a Secretary’s Certificate attesting to the authority of the representative to vote for and on behalf of the Corporation. This must be in a digital, JPG format with a file size no larger than 2MB;
•  A scanned copy of the front and back portions of the valid government-issued photo ID of the Stockholder’s representative, preferably with residential address. This must be in a digital, JPG format with a file size no larger than 2MB; Valid types of government-issued photo IDs include the following: Driver’s License, Passport, Unified Multi-Purpose ID, Professional Regulation Commission ID, SSS ID, Pag-Ibig ID, and Senior Citizen ID.
•  Valid and active email address of the Stockholder’s representative;
•  Valid and active contact number of Stockholder’s representative (landline or mobile number)

Online Registration Procedure. Stockholders may access this link for online registration https://docs.google.com/forms/d/e/1FAIpQLSf8Mh9n_-Y4p7JwXjazbQKqE1-2fQx6tA75tW1G6dAm9mY5hg/viewform?usp=sf_link. Please ensure that you have prepared the aforementioned information and registration requirements. Stockholders should complete the online registration process. Online registrations will be submitted to the Company for validation.

a. Once the Stockholder has accessed the registration site, read the Data Privacy Agreement, and check the box signifying agreement of processing personal information for the use of the electronic system.

b. Enter the information required in the respective fields and upload the digital copies of your valid government-issued photo ID. When all information and digital copies have been uploaded, please click the “Submit” button.

c. After submitting said information and requirements online, a Stockholder shall expect an email confirmation regarding the status of their registration within three (3) business days.

Email Registration Procedure. Stockholders opted to register email will need to send an email with subject “Registration to LRWC 2020 ASM” and attach all the aforementioned documents then send it to investorrelations@lrwc.com.ph. Stockholders who registered through email are automatically considered to have agreed on the Data Privacy Agreement attached in Annex B or stated in the company’s website. Aside from the aforementioned documents, the email content shall contain the following details:

•   Complete Name
•   Residential Address
•   Email Address
•   Telephone / Mobile Number

Verification of Stockholder Registrations. A Stockholder whose registration has been verified will be notified of approval or disapproval of the registration within three (3) business days from the Stockholder’s receipt of an e-mail acknowledging his/her registration. Please call or contact the LRWC Investor Relations Office in case you have not received any notification within three (3) business days from receipt of an email acknowledging your registration. The e-mail notification to the Stockholder will indicate the status of the Stockholder’s registration, i.e., if registration has been successful or unsuccessful. The e-mail notification will also include the Voting Form for Voting in Absentia on the agenda items.

Voting in Absentia. Stockholders will receive the voting form after successful online/email registration. Stockholders may also download the Voting Form in this link.

a. All agenda items indicated in the Notice of the Annual Stockholders’ Meeting will be set out in the electronic voting system/form and the registered Stockholder may vote as follows:

•  For items other than the Election of Directors, a registered Stockholder has the option to vote “Yes”, “No”, or “Abstain” (click correspondingly on “Yes”, “No”, or “Abstain”). The vote is considered cast for all the registered Stockholder’s shares.
•  For the Election of Directors, the registered Stockholder may: a) vote for all nominees; b) not vote for any of the nominees, or; c) vote for some nominees only, in such number of shares as he/she wishes, provided that the total number of votes cast shall not exceed the number of shares owned by him/her multiplied by the number of directors to be elected.

b. Once the registered Stockholder has finished voting on the Agenda items, he/she can proceed to fill up the electronic voting form and email to investorrelations@lrwc.com.ph. The deadline for submitting of email voting is 5:30 p.m. of August 27, 2020.

c. Votes cast in absentia will have equal effect as votes cast by proxy.

d. The Office of the Corporate Secretary will count and tabulate the votes cast in absentia together with the votes cast by proxy. An independent third party will validate the voting results. The Corporate Secretary shall report the results of voting during the Meeting.

For any clarifications on the registration or on the Voting in Absentia procedure, please contact LRWC Investor Relations Office at telephone numbers 8637-5291 to 93 or through email at investorrelations@lrwc.com.ph.

Other Important Information regarding the ASM

Stockholders may send their questions and/or comments prior to or during the Meeting to investorrelations@lrwc.com.ph, and shall be limited to the items in the Agenda of the meeting.

A link to the recorded Zoom Meeting will be posted on the Company’s website after the Meeting. Stockholders shall have two weeks from posting to raise to the Company any issues, clarifications and concerns on the Meeting conducted.

Please take note that the following conditions apply exclusively to the use of electronic voting system. The conditions for a stockholder to exercise his or her rights by other means remain unaffected by them.

Reminders:

•  A Stockholder’s online registration cannot be completed if any of the mandatory requirements are not submitted. Incomplete or conflicting documents may also result in an unsuccessful registration.
• Stockholders who, for whatever reason, will not be able to register on the electronic voting system, will not be allowed access to vote electronically in absentia, but may still vote through the Chairman of the Meeting as proxy, by submitting a duly accomplished proxy form not later than 12:00 p.m. of August 20, 2020.
•  We recommend that Stockholders register online early within the Registration Period, so that in the event of technical faults, possible remedies can be made to be able to register on time.
•  Stockholders of record as of July 28, 2020 will be entitled to notice and to vote at the Meeting.
• If a registered Stockholder avails of the option to vote in absentia via email and also issues proxy votes with differing instructions, the absentee ballots provided via email shall replace the proxy votes issued by the registered Stockholder.

Data Privacy. Stockholder’s data will be collected, stored, processed and used exclusively for the purposes of electronic registration and voting for the 2020 Annual Stockholders’ Meeting.

Exclusion of liability. LRWC does not assume any warranty or liability for the operability, availability, stability, and reliability of the electronic registration and voting system. Irrespective thereof, LRWC does not assume any liability for the third-party internet services and network elements used. Furthermore, LRWC does not assume any responsibility for defects and errors of the hard- and software used for the exercise of the voting right over the internet including those of any service companies employed. The exclusion of liability does not apply to the extent that LRWC or its vicarious agents have acted intentionally or with gross negligence.

Determination of Quorum for the ASM by Remote Communication

Stockholders who wish to be recognized in the determination of the existence of a quorum at the ASM are requested to notify LRWC of their votes in the Meeting by proxy on or before 12:00 P.M. of August 20, 2020, or by remote communication through the online registration or email to investorrelations@lrwc.com.ph on or before 5:30 p.m. of August 27, 2020.mailto:investorrelations@lrwc.com.ph

Only those Stockholders who have notified the Company of their intention to participate in the Meeting by remote communication, together with the Stockholders who voted by proxy, will be included in determining the existence of a quorum.

Other ASM Documents:
Definitive Information Statement (DIS)
Chairman’s Message to Shareholders
2019 AAFS consolidated
Map of Conglomerate as of 31 December 2019
2020 Interim FS up to 2Q 2020
Financial Soundness Indicators
2019 Annual Stockholders Minutes of the Meeting
2019 Annual Report

LRWC ASM Video Recording
2020