GT Capital Holdings Inc.: Notice of Annual Stockholders’ Meeting

MANILA, Philippines — Please take notice that the 2022 Annual Stockholders’ Meeting of GT Capital Holdings Inc. (“GT Capital” or the “Corporation”) will be conducted virtually on May 11, 2022 at 2:00 p.m. Stockholders of record may watch and participate by following the registration process to be posted in the website of the Corporation, www.gtcapital.com.ph.

Agenda:                                                                                                                                

1. Call to order
2. Certification of notice and quorum
3. Explanation of Voting Procedures
4. Approval of minutes of the Annual Stockholders’ Meeting held on May 17, 2021
5. Annual Report for the Year 2021
6. General Ratification of the Acts of the Board of Directors, Executive Committee, and Management from the date of the last Annual Stockholders’ Meeting up to May 11, 2022
7. Election of Directors for 2022-2023
8. Appointment of External Auditor
9. Amendment of Articles of Incorporation
10. Other Matters
11. Adjournment

Record Date. Stockholders of record as of April 8, 2022, are entitled to notice of and to vote at the meeting and any adjournment thereof.

Pre-registration. Those who shall participate by remote communication may notify the Corporate Secretary by sending an e-mail to [email protected] on or before April 29, 2022, together with the following requirements:

For Certificated Stockholders:

(a) Individual Stockholders

1. A scanned copy of stockholder’s valid-government-issued ID showing photo, signature and personal details, preferably with residential address (in JPG, PDF or PNG format). The file size should be no larger than 2MB;
2. A valid and active e-mail address and contact number; and
3. Accomplished Data Privacy Consent Form, downloadable at the GT Capital website.

(b) Corporate Stockholders

1. A secretary’s certificate attesting to authority of the representative to participate by remote communication for and on behalf of the Corporation (in JPG, PDF, or PNG format). The file size should be no larger than 2MB;
2. A scanned copy of representative’s valid-government-issued ID showing photo, signature and personal details, preferably with residential address (in JPG, PDF, or PNG format). The file size should be no larger than 2MB;
3. A valid and active e-mail address and contact number; and
4. Accomplished Data Privacy Consent Form, downloadable at the GT Capital website.

For Stockholders under PCD Participant/Brokers account or “Scripless Shares”

1. A broker certification on the Stockholder’s number of shareholdings (in JPG, PDF or PNG format). The file size should be no larger than 2MB;
2.  A scanned copy of stockholder’s valid-government-issued ID showing photo, signature and personal details, preferably with residential address (in JPG, PDF, or PNG format). The file size should be no larger than 2MB;
3.  A valid and active e-mail address and contact number; and
4. Accomplished Data Privacy Consent Form, downloadable at the GT Capital website.

Stockholders who have submitted complete requirements will receive an electronic invitation via e-mail with a complete guide on how to join the Meeting and cast votes. For registration concerns, please send an e-mail to [email protected].

Proxy. Those who shall participate by proxy shall accomplish the attached proxy form available at GT Capital’s website and return the same by e-mail to the office of the Corporate Secretary at [email protected]  on or before 5:00 p.m. on April 29, 2022.

Stockholder Questions. Questions regarding the Corporation or the Meeting may be sent to [email protected] on or before 2:00 p.m. May 06, 2022. Questions that cannot be taken up during the Meeting will be responded to via e-mail.

Electronic Copies of Relevant Documents. In compliance with SEC Notice dated February 16, 2022, the Notice of Meeting, Definitive Information Statement, which contains the procedure for nomination and election of directors, among others, and other related documents in connection with the Meeting may be accessed through GT Capital’s website and through the PSE Edge portal.

There will be audio and virtual recording of the Meeting. All votes cast shall be subject to the validation by SGV & Co.

Makati City, April 12, 2022.                                                                                                        

BY THE ORDER OF THE BOARD OF DIRECTORS

ANTONIO V. VIRAY
Corporate Secretary
GT CAPITAL HOLDINGS, INC.