COVER SHEET 4 0 5 2 4 SEC Registration Number M A C R O A S I A C O R P O R A T I O N (Company’s Full Name) 1 2 t h F l o o r , P N B A l l i e d B a n k C e n t e r , 6 7 5 4 A y a l a A v e n u e , M a k a t i C i t y (Business Address: No. Street City/Town/Province) AMADOR T. SENDIN 8840-2001 (Contact Person) (Company Telephone Number) 1 2 3 1 2 0 - I S 0 7 1 7 Month Day (Form Type) Month Day (Calendar Year) (Annual Meeting) NA (Secondary License Type, If Applicable) MSRD Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 845 Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes. NOTICE OF ANNUAL STOCKHOLDERS’ MEETING Notice is hereby given that the Annual Stockholders’ Meeting of MACROASIA CORPORATION will be conducted virtually on Friday, 17 July 2020, at 3:00 P.M., the details of which can be found in http://www.macroasiacorp.com/asm. The Agenda for the meeting is as follows: 1. Call to Order 2. Certification of Notice and Quorum 3. Approval of the Minutes of the Annual Stockholders’ Meeting held on 19 July 2019 4. President’s Report 5. Financial Report on Results of Operations for 2019 6. Approval of the Audited Financial Statements for the year ended 31 December 2019 7. Amendment of Article II, Section 2.01 of the By-Laws to change the date of the Annual Stockholders’ Meeting from “3rd Friday of July” to “2nd Thursday of May” 8. Amendment of Article III, Section 3.01 of the By-Laws to reduce the Number of Qualifying Shares of Directors from One Hundred Thousand (100,000) Shares to One Thousand (1,000) Shares 9. Declaration of Twenty Percent (20%) Stock Dividends from the Unissued Portion of the Authorized Capital Stock 10. Ratification of all Acts, Proceedings and Resolutions of the Board of Directors and Management since the Annual Stockholders’ Meeting held on 19 July 2019 up to 17 July 2020 11. Election of Directors 12. Appointment of External Auditor 13. Other Matters 14. Adjournment Record Date. Stockholders of record as of 17 June 2020 are entitled to notice of, and to vote at, the Annual Stockholders’ Meeting. Attendance and Pre-Registration. Given the current circumstances, stockholders may attend and participate in the meeting only by remote communication, and may vote either in absentia or by voting through the Chairman of the meeting as their proxy. Stockholders who wish to participate in the meeting via remote communication and to vote in absentia should pre-register through http://www.macroasiacorp.com/asm by 8 July 2020. Qualified pre-registered stockholders will be provided access to the live streaming of the meeting and can then cast their votes in absentia through the Company’s secure online voting facility. All votes cast shall be subject to validation. Proxies. The Corporation is not soliciting your proxies. Stockholders who wish to vote by proxy must submit their duly accomplished proxy forms via email to [email protected], not later than 3 July 2020. Procedural Information. The procedure and requirements for participating in the meeting through remote communication, as well as voting in absentia or by proxy are set forth in the Definitive Information Statement. Queries. You may send your questions regarding the conduct and agenda of the meeting through http://www.macroasiacorp.com/asm. Electronic Copies of Relevant Documents. Pursuant to SEC’s Notice dated 20 April 2020, copies of the Company's Definitive Information Statement, Management Report, SEC Form 17-A, and other relevant documents are accessible through the Company’s website at the following link http://www.macroasiacorp.com/asm. Video and Audio Recording. Pursuant to SEC Memorandum Circular No. 6, Series of 2020, please be informed that there will be an audio and video recording of the meeting. Makati City, 15 June 2020. FLORENTINO M. HERRERA III Corporate Secretary Explanation and Rationale for Each Item in the Agenda 1. Call to Order The Chairman of the Board of Directors, Dr. Lucio C. Tan, will call the meeting to order. Thereafter, the Chairman shall ask the President and Chief Operating Officer, Mr. Joseph T. Chua to preside over the meeting. 2. Certification of Notice and Quorum The Corporate Secretary will certify the date when written notice of the meeting was published in two (2) newspapers of general circulation for two (2) consecutive days. The Corporate Secretary will further certify to the existence of a quorum for the purpose of transacting business in the meeting. The number of the shares represented at the meeting shall be validated by PNB Trust, the stock transfer agent of the Corporation. 3. Approval of the Minutes of the Annual Stockholders’ Meeting held on 19 July 2019 The Minutes of the Annual Stockholders’ Meeting of the Corporation held on 19 July 2019 are posted at the Corporation website, http://www.macroasiacorp.com/. The affirmative vote of stockholders representing at least a majority of the outstanding capital stock of the Corporation present at the meeting shall be necessary to approve the Minutes of the Meeting. 4. President’s Report The President and Chief Operating Officer of the Corporation, Mr. Joseph T. Chua, will deliver the President’s Report on the results of operations of the Corporation and its subsidiaries, together with the projected business outlook for 2020. 5. Financial Report on Results of Operations for 2019 The Corporation’s Chief Financial Officer, Mr. Amador T. Sendin, will present the Financial Report for the year ended 31 December 2019. 6. Approval of the Annual Report and the Audited Financial Statements for the year ended 31 December 2019 The Audited Financial Statements of the Corporation, as audited by SyCip Gorres Velayo & Co., for the year ended 31 December 2019 will be contained in the Annual Report to be emailed to the stockholders upon their successful registration for the Annual Stockholders’ Meeting. The same shall also be posted on the Corporation’s website at http://www.macroasiacorp.com/asm, as part of its Definitive Information Statement (SEC Form 20-IS). The Audit Committee has recommended, and the Board of Directors has approved the Audited Financial Statements of the Corporation for the year ended 31 December 2019. A resolution for the approval of the Annual Report and Audited Financial Statements shall be submitted to the stockholders. The affirmative vote of stockholders representing at least a majority of the outstanding capital stock of the Corporation present at the meeting shall be necessary to approve the resolution. 7. Amendment of Article II, Section 2.01 of the By-Laws to change the date of the Annual Stockholders’ Meeting from “3rd Friday of July” to “2nd Thursday of May” The amendment of the By-Laws to revise the date of the Annual Stockholders’ Meeting from 3rd Friday of July to 2nd Thursday of May will be presented for approval in order to have the Annual Stockholders' Meeting date closer to the calendar year closing date (December 31), starting 2021. A resolution for the amendment of the By-Laws will be presented to the stockholders for their approval. The affirmative vote of stockholders representing at least a majority of the outstanding capital stock of the Corporation shall be necessary to approve the resolution. 8. Amendment of Article III, Section 3.01 of the By-Laws to reduce the Number of Qualifying Shares of Directors from One Hundred Thousand (100,000) Shares to One Thousand (1,000) Shares The decrease in the number of qualifying shares for directors will widen the field of possible qualified directors for the Corporation; the lower number of shares to be held will no longer be a major constraint for many prospective directors. In addition, the fewer number of shares required for the eleven (11) directors to hold and qualify as directors will make more shares available for the market. A resolution for the amendment of the By-Laws will be presented to the stockholders for their approval. 2 The affirmative vote of stockholders representing at least a majority of the outstanding capital stock of the Corporation shall be necessary to approve the resolution. 9. Declaration of Twenty Percent (20%) Stock Dividends from the Unissued Portion of the Authorized Capital Stock The Board of Directors, during its meeting held on 30 April 2020, approved the declaration of 20% stock dividends from the unissued but authorized capital stock of the Corporation. The same shall be subject to approval by the stockholders at the meeting. A motion for the approval of the declaration of the 20% stock dividends from the unissued but authorized capital stock of the Corporation will be presented to the stockholders for their approval. The affirmative vote of stockholders representing at least two-thirds (2/3) of the outstanding capital stock of the Corporation shall be necessary to approve the resolution. 10. Ratification of all Acts, Proceedings and Resolutions of the Board of Directors and Management since the Annual Stockholders’ Meeting held on 19 July 2019 up to 17 July 2020 The acts and resolutions of the Board of Directors and Management since the 2019 Annual Stockholders Meeting that are submitted for the approval, confirmation, and ratification by the stockholders are enumerated in Item 18 of SEC Form 20-IS.