San Miguel Food and Beverages Inc., Notice of Annual Meeting of Shareholders – Manila Bulletin

The 2022 annual meeting of shareholders of San Miguel Food and Beverage, Inc. (the “Company”) will be held on June 1, 2022, Wednesdayto 2:00 p.m. As unanimously approved by the Board of Directors at its meeting of March 9, 2022, the Company will not hold a physical meeting. The meeting will take place virtually and will be streamed live at https://www.smfb.com.ph/stockholdersmeeting_2022. Shareholders can therefore only attend the meeting by remote communication, by voting by sending ballots or appointing a proxy.
The meeting agenda is as follows:
- Certificate of opinion and quorum
- Approval of the minutes of the General Meeting of June 2, 2021
- Presentation of the annual report and approval of the 2021 audited financial statements
- Ratification of the acts and deliberations of the Board of Directors and corporate officers
- Appointment of the Statutory Auditor for 2022
- Election of the Board of Directors
- Other topics
- Adjournment
The company’s definitive information statement (Form SEC 20-IS or DIS) with its annexes, including the management’s discussion and analysis of the financial position and financial performance and the audited consolidated financial statements for 2021, can be viewed at http://www.smfb.com. ph/disclosures/l/information-statements–sec-form-20-is-, as well as on PSE Edge. The Company will publish its unaudited interim financial statements for the first quarter of 2022 on Form SEC 17-Q at PSE Edge and on its website at the link: http://www.smfb.com.ph/disclosures/l/quarterly – reports–sec-form-17-q- May 15, 2022.
The rationale and explanation for each relevant agenda item requiring shareholder approval is set out in Schedule 1 to the notice attached to the DIS. The dividend policy of the Company, a draft minutes of the annual general meeting for approval, as well as the acts and resolutions of the board of directors of June 2, 2021 can also be consulted in the DIS. Questions and comments should be submitted either in advance or during the meeting by email to [email protected].
Votes will be cast by means of ballots or proxies. The deadline for submitting ballots and proxies is May 18, 2022. A sample ballot/proxy can be downloaded at http://www.smfb.com.ph/disclosures/l/notice-of-annual-and-special-stockholders–meetings. For an individual, your ballot or proxy must be accompanied by a valid government-issued photo ID. For a company, your proxy must be accompanied by a certificate from the corporate secretary establishing the representative’s authority to represent the company at the meeting. Ballots and proxies can be emailed to [email protected] or by mail to the office of SMC Stock Transfer Service Corporation (STSC) at 2n/a Floor, SMC Head Office Complex, 40 San Miguel Avenue, Mandaluyong City 1550. Powers of Attorney do not need to be notarized. The validation of proxies will take place on May 25, 2022 at 10:00 a.m. at the STSC office above. Only shareholders present by proxy or who have submitted ballots, all of whom have been validated as registered shareholders of the Company as of May 2, 2022 will be taken into account in calculating the attendance of shareholders at the meeting and in determining the quorum.
The company’s 2021 Annual Report (SEC Form 17-A) is available for download at http://www.smfb.com.ph/disclosures/l/annual-reports–sec-form-17-a-, as well as on Edge PSE. At the written request of a shareholder, the Company will provide the shareholder with a copy of said annual report, the DIS with annexes and/or the report for the first quarter of 2022 free of charge.
(SGd.)
Alexandra Bengson Trillana
Corporate secretary
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