Ferronoux | 2023 Annual Stockholders Meeting

Ferronoux to hold its ASM on October 20, 2023, 1 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 Friday, October 20, 2023, at 1 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 September 28, 2023 (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 until October 10, 2023, 5 p.m.

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 asm2023@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:

Proxy Form

Soft copies of the proxy forms must be emailed in advance to asm2023@ferronouxholdings.com on or before October 6, 2023. Hard copies must follow and be mailed to Ferronoux’s address at the 6^th Floor, Hanston Building, F. Ortigas Jr. Road, Ortigas, Pasig City, and received by the office by October 10, 2023. 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 August 24, 2023, and will close on Sept. 22, 2023. Aside from sending their nominations to the Corporate Secretary, stockholders may also send in their Board nominations to asm2023@ferronouxholdings.com.

Voting

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 asm2023@ferronouxholdings.com.

Downloadable Voting Form

Deadline for submission of voting forms shall be on October 10, 2023, 5.p.m.

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 October 10, 2023, 5.p.m.

Validation

Validation of proxies shall be made on October 11, 2023 at 1 p.m. at the 6^th 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 October 10, 2023, 5 pm. 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:

Notice of ASM 2023

The notice shall be duly published in accordance with regulatory requirements. Questions about the agenda may be sent to asm2023@ferronouxholdings.com on or before 12:30 p.m. of October 10, 2023. Other questions not related to the agenda will be addressed by replying to the email. Stockholders may attend the meeting on October 10, 2023 at 1:00 p.m. via the livestreaming 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:

Stockholders who have registered on the website for voting in absentia by October 6, 2023;
Stockholders who have sent their proxies via e-email to asm2023@ferronouxholdings.comon or before October 6, 2023 with corresponding hard copy furnished to Ferronoux no later than October 10, 2023.

Votes cast by stockholders who registered until 5:00 PM of October 10, 2023 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.