Please take notice that the 2023 Annual Stockholders’ Meeting (“ASM”) of Fruitas Holdings, Inc. (the “Company”) will be held on 25 July 2023 (Tuesday) at 2:00 pm via remote communication. The virtual ASM is necessitated by the COVID-19 pandemic situation during which physical gatherings are highly discouraged.
The Agenda for the ASM shall be as follows:
- Call to order
- Certification of service of notice and presence of quorum
- Reading and approval of the minutes of the last Annual Meeting of Stockholders held on 25 July 2022
- Ratification of all acts and resolutions of the Board of Directors and Management from the date of the last annual
stockholders’ meeting until the date of this meeting - Presentation of the President’s Report
- Management Report and Approval of Audited Financial Statements for the year 2022
- Election of the members of the Board of Directors, including the Independent Directors, for the year 2023
- Appointment of External Auditors
- Other Matters
- Adjournment
The Minutes of the 2022 ASM is available for examination on the website of the Company at www.fruitasholdings.com.
The record date shall be on 22 June 2023 for the purpose of determining the list of stockholders of the Corporation who are entitled to vote in the 2023 ASM. The Company will allow attendance by stockholders only by remote communication and voting in absentia, subject to validation procedures, though the directors will be in the principal office of the Company.
Stockholders who will participate in the 2023 ASM by remote communication should send an e-mail indicating their intent to participate to IPO.Compliance@fruitasholdings.com. They will then be sent a link to a registration form requiring certain information and documentation. Upon their successful accomplishment of the registration form, they will receive an e-mail invitation with a complete guide on how to join the ASM and how to cast votes in absentia. Registration and voting must be accomplished by 21 July 2023. Proxies, in the form provided by the Company, however, must be scanned and emailed to the Company’s Corporate Secretary at IPO.Compliance@fruitasholdings.com not later than 18 July 2023. The proxies shall be validated by 20 July 2023. The Corporate Secretary’s decision shall be final and binding on the shareholders, and those not settled during the proxy validation shall be deemed waived and may no longer be raised. WE ARE NOT, HOWEVER, SOLICITING PROXIES.
For any registration concerns, please contact IPO.Compliance@fruitasholdings.com. Please refer to the Definitive Information Statement (“DIS”) on the guidelines on attendance by remote communication and voting in absentia. The DIS is posted on the website of the Company at www.fruitasholdings.com. Only stockholders who have successfully registered within the prescribed period, together with the stockholders who voted in absentia and by proxy, will be included in the determination of quorum.
Stockholders may send their questions about the ASM and the Company to IPO.Compliance@fruitasholdings.com.
Pursuant to SEC Notice dated March 16, 2021, the Stockholders may examine the Definitive Information Statement, Management Report, and SEC Form 17A at the Company’s website and through the PSE Edge Portal.
There will be an audio and video recording of the ASM. All votes cast shall be validated by the Stock and Transfer Agent, BDO Unibank, Inc.
Quezon City, Philippines, June 23, 2023.
For the Board of Directors,
(originally signed)
MARVIN C. YU
Corporate Secretary