Notice of 2021 Annual General Meeting
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NOTICE OF 2021 ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of FIRST GEN CORPORATION will be conducted virtually at https://conveneagm.com/ph/fgen_asm2021 at 10am on Wednesday, May 19, 2021. Following is the agenda1 of the meeting: 1. Call to Order 2. Certification of Notice and Quorum 3. Approval of the Minutes of the July 29, 2020 Annual General Meeting 4. Annual Report and Audited Consolidated Financial Statements 5. Ratification of the Acts of the Board of Directors and Management 6. Election of Directors (Including Independent Directors) 7. Election of External Auditor 8. Other Matters 9. Adjournment Only stockholders of record as of March 1, 2021 are entitled to notice of, and vote at, the meeting. Stockholders who wish to participate in the meeting by remote communication are required to register by 6pm on May 10, 2021 at https://conveneagm.com/ph/fgen_asm2021. Stockholders who have successfully registered will receive an email with instructions on how to access a secure online portal which will allow them to participate and vote at the meeting, either by voting electronically or through the Chairman of the meeting as proxy. A stockholder who participates by remote communication or votes in absentia shall be deemed present for purposes of quorum. The procedure for participating in the meeting through remote communication and casting of votes in absentia are set forth in Annex “A” of the Information Statement (Requirements and Procedure for Voting and Participating in the 2021 Annual General Meeting). Duly accomplished proxy forms should be submitted on or before May 10, 2021 to the Office of the Corporate Secretary at the 6th Floor Rockwell Business Center Tower 3, Ortigas Avenue, Pasig City, or by email to [email protected]. 1 An explanation for each agenda item is attached. Pursuant to the March 16, 2021 Notice of the Securities and Exchange Commission, the Information Statement and its attachments, minutes of the previous meeting of stockholders, and other documents related to the meeting, can be accessed through the company website www.firstgen.com.ph. The meeting proceedings will be recorded in audio and video format. Should you have any questions about the conduct of the meeting, you may send an email to [email protected]. For technical concerns, you may contact [email protected]. Pasig City, April 6, 2021. By Order of the Board of Directors: RACHEL R. HERNANDEZ Vice President and Corporate Secretary EXPLANATION OF AGENDA ITEMS I. Call to Order – The Chairman of the board of directors, Federico R. Lopez, will call the meeting to order at approximately 10:00 am. II. Certification of Notice and Quorum – The Corporate Secretary, Rachel R. Hernandez, will certify that in accordance with SEC Notice dated March 16, 2021, notice of the meeting was duly published in two (2) newspapers of general circulation on April [●] and [●], 2021; and that a quorum exists for the transaction of business. Pursuant to Sections 23 and 57 of the Revised Corporation Code which allow participation and voting in absentia by the stockholders, the Corporation has set up the designated online web address https://conveneagm.com/ph/fgen_asm2021 which can be accessed by stockholders to register for the meeting. Stockholders who have successfully registered will receive an email with instructions on how to access a secure online portal which will allow them to participate and vote at the meeting, either by voting electronically or through the Chairman of the meeting as proxy. A stockholder who participates by remote communication or votes in absentia shall be deemed present for purposes of quorum. The requirements and procedure for participating in the meeting through remote communication and casting of votes in absentia are set forth in Annex “A” to the Information Statement (Requirements and Procedure for Voting and Participating in the 2021 Annual General Meeting). III. Approval of the Minutes of the July 29, 2020 Annual General Meeting – The minutes of the previous stockholders’ meeting can be accessed through the company website www.firstgen.com.ph. A resolution on this item requires the affirmative vote of stockholders representing at least a majority of the outstanding capital stock voting in absentia or through the Chairman of the meeting as proxy. IV. Annual Report and Audited Consolidated Financial Statements – The Chairman, Federico R. Lopez, and the President, Francis Giles B. Puno, will each deliver a report to the stockholders on the company’s performance in 2020 as reflected in the audited financial statements, and outlook for 2021. The “Chairman’s Message” and “President’s Message” are contained in the Corporation’s 2020 Integrated Report which is posted on the company website. The audited financial statements are attached to the Information Statement which can be accessed through the company website www.firstgen.com.ph, and will be presented for the approval of the stockholders. After the reports, the Chairman will open the floor for questions and comments. A resolution on this item requires the affirmative vote of stockholders representing at least a majority of the outstanding capital stock voting in absentia or through the Chairman of the meeting as proxy. V. Ratification of the Acts and Resolutions of the Board of Directors and Management – This agenda item covers all acts and resolutions adopted by the board of directors, its committees, and management since the July 29, 2020 annual general meeting up to the day of the meeting. Resolutions of the board of directors and its committees include approvals of projects, contracts, agreements, investments, appointments, and other matters duly disclosed to the Philippine Stock Exchange, Inc. and the Securities and Exchange Commission (SEC) in accordance with applicable disclosure rules. Acts of management comprise activities which were taken to carry out the resolutions of the board of directors and its committees, and those performed in the ordinary course of business. A resolution on this item requires the affirmative vote of stockholders representing at least a majority of the outstanding capital stock voting in absentia or through the Chairman of the meeting as proxy. VI. Election of Directors (Including Independent Directors) – Pursuant to the Corporation’s By- Laws, Manual on Corporate Governance, and applicable rules of the SEC, any stockholder, including minority stockholders, may submit nominations for the election of directors. Nominations should be received by the Corporation at least 30 working days prior to the date of the meeting, or by April 5, 2021. The Nomination and Governance Committee received nominees for directors within the prescribed period and found such nominees to have all the qualifications and none of the disqualifications to serve as directors. The names of the nominees and their respective profiles, including directorships in listed companies, are indicated in the Information Statement. Election of directors will be done by plurality of votes. VII. Election of External Auditor – The Corporation’s Audit Committee has recommended the re- election of SyCip Gorres Velayo & Co. as external auditor for the current year. The profile of the firm is indicated in the Information Statement. A resolution on this item requires the affirmative vote of stockholders representing at least a majority of the outstanding capital stock voting in absentia or through the Chairman of the meeting as proxy. VIII. Other Matters – Stockholders may propose to discuss other issues and matters in accordance with the requirements and procedure set forth in Annex “A” to the Information Statement. IX. Adjournment – After all matters in the agenda have been taken up, the Chairman will entertain a motion to adjourn the meeting. SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ ] Preliminary Information Statement [X] Definitive Information Statement 2. Name of Registrant as specified in its charter FIRST GEN CORPORATION 3. Metro Manila, Philippines Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number A1998-18260 5. BIR Tax Identification Code 202-464-633 6. 6th Floor Rockwell Business Center Tower 3, Ortigas Avenue, Pasig City 1604 Philippines Address of principal office Postal Code 7. Registrant’s telephone number, including area code (632) 3449-6400 8. Date, time and place of the meeting of security holders Date : May 19, 2021 (Wednesday) Time : 10:00 am Place : The meeting will be conducted virtually via https://conveneagm.com/ph/fgen_asm2021 Record Date : March 1, 2021 9. Approximate date on which the Information Statement is first to be sent or given to security holders April 27, 2021 10. In case of Proxy Solicitations: Name of Person Filing the Statement/Solicitor: N/A 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Title of Class Number of Shares of Common Stock Outstanding (as of March 31, 2021) Common Stock 3,597,914,505 12. Are any or all of registrant's securities listed in a Stock Exchange? Yes ___X___ No ________ If yes, disclose the name of such Stock Exchange and the class of securities listed therein: First Gen Corporation’s common shares and Series “G” preferred shares are listed on the Philippine Stock Exchange, Inc. (“PSE”). INFORMATION REQUIRED IN INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY A. GENERAL INFORMATION Item 1. Date, time and place of meeting of security holders. The Annual General Meeting of FIRST GEN CORPORATION (“First Gen” or the “Corporation”) will be held virtually at 10:00 a.m. on May 19, 2021 via https://conveneagm.com/ph/fgen_asm2021. In view of the current circumstances, there will be no physical venue for the meeting.