Ferronoux | 2022 Annual Stockholders Meeting

Ferronoux to hold its ASM on November 14, 2022, 2 p.m. via remote communication
Cognizant of the COVID-19 pandemic and the need to avoid mass gatherings to contribute to the efforts of Philippine government to curb the further spread of the virus, Ferronoux Holdings, Inc.’s (“Ferronoux”) ASM shall be conducted virtually on Monday, November 14, 2022, at 2 p.m. 
 
Participation in Ferronoux’s virtual ASM will be in accordance with the requirements and procedures set forth herein. Only stockholders of record as of the close of business on October 25, 2022 (the record date) are entitled to notice and to vote at the meeting.
 
General Registration
Registration, authentication, and validation of participants and their shares shall be open until November 4, 2022 
Participants may pre-register for the meeting by filling in this form:
 
In case of problems with registration, or for any other comments, please email asm2022@ferronouxholdings.com. Once authenticated and validated, participants shall receive a confirmatory email from the above address, with details on how to join the meeting. Participants must have a valid email address, valid contact number, and a scanned copy or photo of a valid government ID (with photo or signature) to pre-register. Ferronoux reserves the right to require further documentation to ensure the identity and right to vote of the stockholder.
 
Registration of Proxy
Ferronoux is not asking for a proxy and stockholders are requested not to send a proxy.
However, stockholders may attend by proxy by accomplishing the proxy form:
 
Soft copies of the proxy forms must be emailed in advance to asm2022@ferronouxholdings.com on or before November 4, 2022. Hard copies must follow and be mailed to Ferronoux’s address at the 6th Floor, Hanston Building, F. Ortigas Jr. Road, Ortigas, Pasig City, and received by the office by 5:00 P.M. of November 4, 2022. Beneficial owners whose shares are lodged with the Philippine Depository and Trust Corp. (PDTC) or registered under the name of a broker, bank or other fiduciary allowed by law, must likewise submit, along with the proxy form:
 
  • A notarized certification from the owner of record (i.e. the broker, bank or other fiduciary) that he is beneficial owner, indicating thereon the number of shares (soft copies and hard copies, sent in the same manner as the proxy form)
Corporate shareholders shall likewise be required to submit, along with the proxy form:
  • A notarized Secretary’s Certificate attesting to the authority of its representative to attend and vote at the stockholder’s meeting (soft copies and hard copies, sent in the same manner as the proxy form)
Proxies shall fulfill these requirements in addition to the requirements for general registration above.
 
Nomination
Nomination of directors closed on October 14, 2022. Aside from sending their nominations to the Corporate Secretary, stockholders may also send in their Board nominations to asm2022@ferronouxholdings.com.
 
Voting
  1. In absentia or through remote communication
Stockholders who will participate in the virtual meeting, and those in absentia, shall complete and send a scanned copy of the downloadable voting form found in the link below to asm2022@ferronouxholdings.com.
 
Deadline for submission of voting forms shall be on November 4, 2022, 5.p.m.
 
  1. Via Proxy
Stockholders who shall vote via proxy shall send the duly accomplished proxy form as indicated above. Deadline for submission of proxies shall be on November 4, 2022, 5.p.m.
 
Validation
Validation of proxies shall be made on November 7, 2022 at 1 p.m. at the 6th Floor, Hanston Building, F. Ortigas Jr. Road, Ortigas, Pasig City, by Ferronoux and the stock and transfer agent, against latest and updated documents on record.
 
Meeting Proper
Registration, authentication, and validation of participants and their shares shall be open until November 4, 2022. Stockholders who did not register or whose identities are not authenticated and validated cannot attend, participate, or vote in the ASM. The agenda of the meeting is accessible via the Notice of Annual Meeting:
 
The notice shall be duly published in accordance with regulatory requirements. Questions about the agenda may be sent to asm2022@ferronouxholdings.com on or before 12:30 p.m. of November 14, 2022. Other questions not related to the agenda will be addressed by replying to the email. Stockholders may attend the meeting on November 14, 2022 at 2:00 p.m. via the Google meet link sent to the email address indicated by the stockholder on the registration form. The livestream shall be broadcast to registered participants via Google meet, which may be accessed on the Google meet application. For purposes of quorum, only the following stockholders shall be counted as present:
 
  1. Stockholders who have registered on the website for voting in absentia by November 4, 2022;
  2. Stockholders who have sent their proxies via e-email to asm@ferronouxholdings.comon or before November 3, 2022 with corresponding hard copy furnished to Ferronoux no later than November 4, 2022.
Votes cast by stockholders who registered until 5:00 PM of November 4, 2022 in accordance with the foregoing procedures will be presented during the ASM. The total number of votes shall be reflected in the minutes. Stockholders may access other pertinent documents via this webpage, and are advised to regularly visit the webpage for updates.