Stockholders’ Meeting

2022 SPECIAL STOCKHOLDERS’ MEETING OF LRWC

2022 SPECIAL STOCKHOLDERS’ MEETING OF LRWC

 

As announced in the Notice of Special Stockholders’ Meeting posted September 16, 2022 on PSE Edge, we wish to inform all LRWC stockholders that the company will be hosting its 2022 Special Stockholders’ Meeting (SSM) via Zoom online conferencing.

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 SSM Zoom Conference

To access the 2022 Special Stockholders’ Zoom Meeting at 2:00 P.M. on November 24, 2022, Stockholders may click the following Zoom meeting link https://us06web.zoom.us/j/82409104553?pwd=dUlicW1objBWdjZxOS9oT1UvejhVQT09, as also provided and indicated in the Corporation’s Notices and Definitive Information Statement. The SSM 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 SSM Zoom meeting or live streaming cannot be provided.

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

 

Online Direct Voting Period. The deadline for direct voting on the SSM Agenda is on or before 12:00 P.M. (noon) of November 22, 2022. The direct voting form should be sent through email at investorrelations@lrwc.com.ph.

Online Proxy Voting Period. The deadline for proxy voting on the SSM Agenda is on or before 12:00 P.M. (noon) of November 16, 2022. The proxy voting form can be sent through the respective brokers, representatives, or email to investorrelations@lrwc.com.ph.

 

Online Voting Requirements. The following are needed for the online voting:

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 the stockholder’s representative (landline or mobile number)

 

Online Direct Voting Forms:

 

Online Proxy Voting Forms:

 

Online Voting Procedure. Stockholders may access the above links for the respective online voting forms and send it to investorrelations@lrwc.com.ph. after completion. Please ensure that you have prepared the aforementioned information and registration requirements. Online votes submitted to the Company will be subjected for validation.

a. Upon clicking the corresponding voting form link, the Data Privacy Agreement will pop out. Stockholders need to read through the DPA and agree to it before proceeding to download the form.

b. After submitting said voting form and requirements through email, a Stockholder shall expect an email confirmation within three (3) business days.

 

Verification of Stockholder Voting. A Stockholder whose voting has been verified will received an email confirmation within three (3) business days. A Stockholder whose vote cannot be verified due to lack of information or submitted requirements shall be contacted by LRWC Investor Relations Office with further details/instructions. The e-mail notification to the Stockholder will indicate the status of the Stockholder’s vote, i.e., if voting has been confirmed or unsuccessful.

a. All agenda items indicated in the Notice of the Special Stockholders’ Meeting will be set out in the electronic voting form and the 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” (check correspondingly on “Yes”, “No”, or “Abstain”). The vote is considered cast for all the Stockholder’s shares.
  • For the Election of Directors, the 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 Stockholder has finished voting on the Agenda items, he/she can proceed to email to investorrelations@lrwc.com.ph. The deadline for submitting of direct voting is 12:00 P.M. (noon) of November 22, 2022. The deadline for submitting of proxy voting is 12:00 P.M. (noon) of November 16, 2022.

c. Votes cast directly through email will have equal effect as votes cast by proxy.

d. The Office of the Corporate Secretary will count and tabulate the votes cast in email 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 Online Voting 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 SSM

Stockholders may send their questions and/or comments prior to 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 voting cannot be completed if any of the mandatory requirements are not submitted. Incomplete or conflicting documents may also result in an unsuccessful voting.
  • Stockholders who, for whatever reason, will not be able to vote via email, 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. (noon) of November 16, 2022.
  • Stockholders of record as of October 24, 2022 will be entitled to notice and to vote at the Meeting.
  • If a Stockholder avails of the option to vote 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 online voting for the 2022 Special Stockholders’ Meeting only.

Any stockholder or his or her authorized representative submitting or otherwise disclosing any information in connection with the 2022 SSM of the Company for or on behalf of another warrants that:

  1. the information the participant shared is indeed true and accurate;
  2. that the participant is duly authorized to make such disclosure; and
  3. that the participant is duly authorized to give consent on behalf of the concerned data subject(s).

The registered participants thereby confirm their agreement to hold the Company, its directors, officers, employees and agent, free and harmless from any damage resulting from any inaccurate information provided or shared by the participants for and during the 2022 SSM of the Corporation.

 

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 SSM by Remote Communication

Stockholders who wish to be recognized in the determination of the existence of a quorum at the SSM are requested to notify LRWC of their votes in the Meeting by proxy on or before 12:00 P.M. (noon) of November 16, 2022, or by remote communication through email to investorrelations@lrwc.com.ph on or before 12:00 P.M. (noon) of November 22, 2022.

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 and ASM Package

LRWC ASM Video Recording
2020
2021
2022

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