COVER SHEET

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(Business Address: No. Street City/Town Province)

Atty. Barbara Anne C. Migallos

899-2123/8969357 to 59

Atty. Daneia Isabelle F. Palad

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SEC 20-IS

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Definitive Information Statement

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FORM TYPE

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Annual Meeting

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Remarks = Pls. use black ink for scanning purposes

PHILEX MINING CORPORATION

Notice of the 2022 Annual General Meeting of Stockholders

TO OUR STOCKHOLDERS:

Please be informed that the Annual General Meeting of the Stockholders of

PHILEX MINING CORPORATION ( C ) will be held on Thursday, 30 June 2022 at 2:30 p.m., and will be presided at TV5, LaunchPad, Reliance Street corner Sheridan Street, Mandaluyong City, Metro Manila. The meeting will be conducted virtually, and attendance at the meeting will be via remote communication only.

The order of business at the Meeting will be as follows:

  1. Call to Order
  2. Proof of Required Notice of the Meeting
  3. Certification of Quorum
  4. Reading and Approval of the Minutes of the 25 June 2021 and Action Thereon
  5. Presentation of Annual Report and Audited Financial Statements for the Year Ended 31 December 2021 and Action Thereon
  6. Ratification and Approval of the Acts of the Board of Directors and Executive Officers During the Corporate Year 2021-2022
  7. Appointment of Independent Auditors for Financial Year 2022
  8. Appointment of Election Inspectors to serve until the close of the next annual meeting
  9. Election of Directors, including the election of the Independent Directors
  10. Other Matters
  11. Adjournment

A brief statement of the rationale and explanation for each Agenda item which requires

A A .

For purposes of the Meeting, only stockholders of record as of the close of business on 13 April 2022 are entitled to notice of, and to vote at, the Meeting

The Information StatementC.

access the Information Statement, with the attached Management Report, Audited Financial Statements for the period ended 31 December 2021, 2022 First Quarter Report, and Proxy Form, please go to http://www.philexmining.com.ph/).

Attendance via remote communication. Shareholders may only participate via remote communication. Shareholders who will attend the meeting must send an email to

bcmigallos@philexmining.com.ph( Dedicated Email Address ). Certificated shareholders must send their Stockholder ID number, with a scanned copy of a valid government identification card (ID) attached. Indirect or uncertificated shareholders (shareholders who hold their shares through a PCD Nominee account) must submit through e-mail a certification from their broker attesting that the stockholder is the beneficial owner of shares of stock of the Company (the number of shares must be indicated) and a valid current ID. Deadline for registration is on 20 June 2022, at 12NN. Once the Company successfully

, C(1) through which the Meeting may be accessed; and (2) the SECURITY CODE to be used for online voting.

Proxies. A proxy form that is compliant with the requirements of the Securities and Exchange Commission is attached to the Information Statement. Stockholders who cannot attend the meeting can still be represented and vote at the Meeting by submitting a proxy by email to bcmigallos@philexmining.com.ph, or by sending a physical copy to the Office of the

C

C

2/

,

ANNEX A

EXPLANATION AND RATIONALE

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For each item on the Agenda of the 2022 A a Ge e a S c h de Mee

Philex Mining Corporation requiring the vote of stockholders

AGENDA

1. Call to Order

The Chairman will formally open the 2022 A

.

Directors and Officers of the Company will be introduced.

  1. Proof of required notice of the meeting
    The Corporate Secretary will certify that copies of this Notice and the Information Statement with its accompanying documents have been duly provided in accordance with SEC Rules, within the required periods, to stockholders of record as of 13 April 2022.
  2. Certification of quorum
    The Corporate Secretary will attest whether a quorum is present for the meeting.

4. Reading and approval of the Minutes of the 25 June 2021 a

a

c h de

meeting and action thereon

Stockholders may examine the Minutes of the

25 June 2021 Annual General

. 73

C

C .

C

.

Resolution to be adopted: Stockholders

will vote for the adoption of a resolution

approving the Minutes of the 25 June 2021 A

.

5. Presentation of annual report and audited financial statements for the year ended 31 December 2021 and action thereon

The annual report and the financial statements of the Company, audited by the

C,& C , will be presented. The report will include the Audited Financial Statements, a copy of which accompanies this Notice and the Definitive Information Statement. Copies of the Information Statement

and the

Audited Financial Statements for 2021 will be made available on the

C

(http://www.philexmining.com.ph/).

OPEN FORUM. After the report, inquiries submitted by stockholders on or before 27 June 2022 via email as stated in the Notice will be answered by the appropriate officer. Due to time considerations, questions not addressed at the meeting will be responded to via email.

Resolution to be adopted: Stockholders will vote for the adoption of a resolution approving the annual report and audited financial statements for the year ended 31 December 2021.

  1. Ratification and approval of the acts of the Board of Directors and Executive Officers during the year 2021-2022
    The actions taken by the Board and the officers that are to be ratified and approved by stockholders are summarized in the Information Statement and referred to in the Management Report.
    Resolution to be adopted: Stockholders will vote for the adoption of a resolution ratifying and approving the acts of the Board of Directors and Officers.
  2. Appointment of independent auditors
    The Audit Committee has endorsed the appointment of Sycip Gorres Velayo &

C

C

2022.

Resolution to be adopted: Stockholders will vote on a resolution for the appointment of Sycip Gorres Velayo & Company as independent external auditors of the Company for 2022.

8. Appointment of an Independent Election Inspector

An independent party will be appointed by the shareholders to serve as election

/

meetings held in the ensuing year until the next annual meeting. In previous years, representatives of the independent external auditor were appointed.

Resolution to be adopted: Stockholders will vote on a resolution for the appointment of Mr. Alexis C. Zaragoza III of Sycip Gorres Velayo & Company as an election inspector to serve as such for the ensuing year and until the close of the next annual

.

9. Election of directors, including independent directors

The Final List of Candidates for election as directors, as prepared by the Nominations

CCB -Laws, the Revised Manual on Corporate Governance, the Securities Regulation Code, and its Implementing Rules and Regulations and SEC guidelines for the election of independent directors, will be presented to the stockholders, and the elections will be held.

10. Other matters

Matters that are relevant to and appropriate for A

Meeting may be taken up. No resolution, other than the resolutions explained in the Notice and Information Statement, will be submitted for voting by the stockholders.

11. Adjournment

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Disclaimer

Philex Mining Corporation published this content on 06 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 July 2022 07:42:01 UTC.