In our continued efforts to ensure the safety of our stakeholders, and pursuant to SEC regulations allowing holding of annual meetings online, the Company will not be conducting a physical annual stockholders’ meeting. The meeting will be held via remote communication.

Only stockholders of record at the close of business on March 10, 2023 are entitled to notice of and to vote at the said meeting.

The virtual Annual Stockholders’ Meeting will be conducted on May 5, 2023 at 2:00 p.m. via Zoom.

How to Participate

Stockholders intending to participate by remote communication should pre-register by sending an email to asmregistration@firstmetro.com.ph on or before Tuesday, April 25, 2023 together with the following requirements:

Individual Stockholders

  • A scanned copy of the Stockholder’s government-issued ID showing photo, signature, and personal
    details, preferably with residential address (in JPG format)
  • A valid and active email address and contact number

Corporate Stockholders

  • A secretary’s certificate attesting to the authority of the representative to participate by remote communication for and on behalf of the Corporation (in JPG format)
  • A scanned copy of the valid government-issued ID of Stockholder’s representative showing photo,
    signature and personal details, preferably with residential address (in JPG format)
  • A valid and active email address and contact number

Successful registrants will receive an electronic invitation via email with a complete guide on how to join the Meeting and how to cast votes. For any registration concerns, please get in touch with asmregistration@firstmetro.com.ph.

Notes: The Company shall allow electronic signature for the required documents, as applicable. Notarization requirements shall also be dispensed with at this time. However, the Company reserves the rights to request additional information, and original signed and notarized copies of these documents at a later time. Incomplete or inconsistent information may result in an unsuccessful event registration. As a result, Stockholders will not be allowed to participate in the virtual ASM.

How to View the Meeting

Stockholders will receive the ASM Electronic invite. Once they receive this, they will be able to register for the 2023 First Metro Investment Corporation ASM via Zoom.

How to Use Zoom

If you are using a laptop or desktop, you may download Zoom Client App using the following browsers:

  • Google Chrome
  • Firefox

If you are using a tablet or mobile device, download Zoom Client App on Apple Store or Google Play.

How to Join

  1. Please make sure that the Zoom account you will use has the email address as the one you used to register.
  2. From the Zoom registration approval email, press “Click Here to Join”.
  3. When prompted, enter the password provided in the Zoom registration approval email.
  4. Wait for the Administrator to admit you to the meeting.
  5. Allow Zoom to use your audio and video connection.

How to Vote

A shareholder may vote in person, by proxy or by remote communication. Article II, Section 6 of the Amended By-Laws of the Corporation provides that any shareholder entitled to vote at shareholders’ meetings may be represented and vote thereat by proxy appointed in an instrument in writing, subscribed by such shareholder or by his duly authorized attorney-in-fact, and delivered to the Secretary at least five (5) business days or such other period as may be determined by the Board of Directors. Proxies shall be properly signed, but they shall require no other attestation.

Voting by Proxy

  1. Download Proxy Form here.
  2. Please send scanned copies of the executed proxy to asmregistration@firstmetro.com.phon or before Tuesday, April 25, 2023.

Voting Procedure

  1. The votes of all the shares present or represented at the meeting will be on a per share basis.
  2. For the approval of the minutes of 2022 meetings and ratification/approval of the acts and resolutions of the board, every shareholder shall be entitled to one (1) vote for each share of stock standing in his name on the books of the Corporation at the time of closing. A majority vote of the stockholders present in the meeting is sufficient to approve and ratify the corporate acts mentioned.
  3. For the election of Directors. Cumulative voting is allowed provided that the total votes cast by a stockholder shall not exceed the number of shares registered in his name in the books of the corporation as of the record date multiplied by the whole number of directors to be elected. If the number of nominees does not exceed the number of Directors to be elected, the Secretary of the meeting, upon motion made, will be instructed to cast all votes represented at the meeting in favor of the nominees. However, if the number of nominees exceeds the number of Directors to be elected, voting shall be done by secret ballot.
  4. Methods by which votes will be counted. Voting shall be made through an online poll mechanism when the item is discussed and flashed on the screen. The votes will be automatically counted during the meeting.

Final results will be included in the Minutes of the Meeting.

Other ASM Details