NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF FRUITAS HOLDINGS, INC.
Please note that the 2022 Annual Meeting of Shareholders (“ASM”) of Fruitas Holdings, Inc. (the “Company”) will be held on July 25, 2022 (Monday) at 2:00 p.m. via remote communication. Virtual ASM is necessitated by the COVID-19 pandemic situation during which physical gatherings are strongly discouraged.
The ASM agenda will be as follows:
1. Call to order
2. Certificate of service of notice and presence of quorum
3. Reading and approval of the minutes of the last annual general meeting of shareholders held on July 27, 2021
4. Ratification of all acts and resolutions of the board of directors and management since the date of the last annual general meeting until the date of this meeting
5. Presentation of the Chairman’s Report
6. Management report and approval of the audited financial statements for the year 2021
7. Election of the members of the Board of Directors, including the independent directors, for the year 2022
8. Appointment of external auditors
9. Other Matters
The minutes of ASM 2021 are available for review on the Company’s website at www.fruitasholdings.com.
The record date will be July 04, 2022 for the purposes of determining the list of shareholders of the Company who are entitled to vote at ASM 2022. The Company will only allow shareholder participation by remote communication and voting by in absentia, subject to validation procedures, although the directors are at the registered office of the Company.
Shareholders who will participate in the ASM 2022 by remote communication must send an e-mail indicating their intention to participate in [email protected] They will then be sent a link to a registration form requiring certain information and supporting documents. After successfully completing the registration form, they will receive an email invitation with a complete guide on how to join ASM and how to vote in absentia. Registration and voting must be completed no later than July 21, 2022. Proxies, in the form provided by the Company, must however be scanned and emailed to the Company’s Corporate Secretary at [email protected] no later than July 18, 2022. The proxies will be validated no later than July 20, 2021. The decision of the Secretary General will be final and binding on the shareholders, and those not settled during the validation of the proxies will be deemed abandoned and can no longer be lifted. HOWEVER, WE DO NOT SOLICIT PROXIES.
For any registration request, please contact [email protected] Please refer to the Definitive Statement of Information (“DIS”) on the guidelines for participation by remote communication and voting in absentia. The DIS is published on the Company’s website at www.fruitasholdings.com. Only shareholders who have successfully registered within the prescribed deadline, as well as shareholders who have voted in absentia and by proxy, will be included in the determination of quorum.
Shareholders can direct their questions about the ASM and the Company to [email protected]
Pursuant to the SEC Notice dated March 16, 2021, shareholders may view the definitive information statement, MD&A and SEC Form 17A on the Company’s website and through the PSE Edge portal.
There will be an audio and video recording of the ASM. All votes cast will be validated by the Share and Transfer Agent, BDO Unibank, Inc.
Quezon City, Philippines, June 30, 2022.
For the Board of Directors,