20 May 2020 Dear Stockholder: In the interest of protecting you against COVID-19 disease and keeping you safe, the Board of Directors of LSERV Corporation (formerly, "LBP Service Corporation") (the "Corporation"), in its meeting held on 17 April 2020 approved the postponement of the Annual Stockholders' Meeting of the Corporation […]
Notice of Stockholders’ Meeting
June 26, 2020
Please be informed that the 2020 Annual Stockholders’ Meeting (ASM) of LSERV Corporation (formerly, LBP Service Corporation) (the “Corporation”) will be held on 12 August 2020 at 10:00 a.m. via video conference using the ZOOM Application.
The Agenda of the Meeting is as follows:
I. Call to Order
II. Certification of Notice and Quorum
III. Reading and Approval of the Minutes of the Stockholders’ Meeting Held on 19 June 2019
IV. Chief Operating Officer’s Report
V. Approval of the Chief Operating Officer’s Report and the Audited Financial Statements as at 31 December 2019
VI. Ratification/Approval of the Acts of the Board of Directors and Management for the Year 2019
VII. Election of Directors for the ensuing Year
VIII. Appointment of External Auditors of the Corporation for the year 2020
Stockholders intending to attend the ASM through video conferencing must register by sending an e-mail to 2020ASM@lserv.com.ph on or before 20 July 2020 at 5:00 p.m. Kindly follow the procedure and comply with the requirements for the registration laid out in Annex “A” of this Notice.
Given the current circumstances, the Corporation will dispense with the physical attendance of stockholders at the meeting and will allow attendance only by remote communication and by voting in absentia or by proxy.
The election of directors shall be conducted using electronic ballots. All nominations for election of a director must be submitted in writing to the Board of Directors through the Chairman of the Board and the Corporate Secretary or Assistant Corporate Secretary at the Corporation’s principal office at the 21st Floor, Petron Megaplaza Bldg.,358 Sen. Gil Puyat Ave., Brgy. Bel Air, Makati City, together with the nominee’s curriculum vitae on or before 13 July 2020. Links for the said electronic ballots shall be sent to the registered e-mail of the participating stockholders or proxies together with the meeting link for the Zoom video conference on 27 July 2020. The deadline for accomplishing the electronic ballots shall be on 5 August 2020 at 5:00 p.m.
REGISTRATION OF STOCKHOLDERS
In order to participate in the ASM, stockholders are required to register by notifying the Office of the Corporate Secretary or Assistant Corporate Secretary of their intention to participate in person or by proxy, in writing through e-mail at 2020ASM@lserv.com.ph. The deadline for registration is on 20 July 2020 at 5:00 p.m.
For validation purposes, the notification of the stockholder’s intention to participate should strictly contain the following information:
a. For Individual Stockholders
a.1 valid government-issued ID
– A scanned copy of the front and back portions of the Stockholder’s valid government-issued ID
– The must contain his/her name, signature and photograph
a.2 Contact information
– Full name
– E-mail address
– Mobile number
b. For Stockholders who are co-owners of shares
b.1 Requirements indicated under a.1 and a.2 of all Stockholders
b.2 Authorization Letter, for purposes of the election of directors
– A scanned copy of the letter which must be signed by all of the Stockholders, identifying who among them is authorized to cast the vote for the account.
c. For Corporate Stockholders
c.1 Requirements indicated under a.1 and a.2 of the authorized representative
c.2 Notarized Secretary’s Certificate
– A scanned copy of the notarized Secretary’s Certificate attesting to the authority of the representative to vote for and on behalf of the Corporate Stockholder.
d. For Stockholders Represented by Proxy
d.1 Requirements indicated under a.1 and a.2 of the Stockholder
d.2 Requirements indicated under a.1 and a.2 of the Proxy
– If the Stockholder is unable to attend the meeting, he/she may designate his/her authorized representative by submitting a scanned copy of his/her Proxy Form.
– The scanned copies of the accomplished Proxies may be sent by email to 2020ASM@lserv.com.ph. However, the original signed copy of the accomplished Proxies must be filed and received by the Office of the Corporate Secretary or Assistant Corporate Secretary on or before 5 August 2020 by delivery/mail at either of the following addresses:
Atty. Grace G. Dela Cruz
Penthouse Liberty Center, 104 H.V. Dela Costa St., Salcedo Village, Makati City
Assistant Corporate Secretary:
Atty. Cecilia M. Tuazon
21st Floor, Petron Megaplaza Bldg., 358 Sen. Gil Puyat Ave., Brgy. Bel Air, Makati City
– All Proxies received will be validated on 7 August 2020.
– Unvalidated Proxies will not be honored. Votes cast by unvalidated Proxies will not be counted.
All files must be in JPG format and must not exceed 5 MB.
A stockholder’s online registration cannot be completed if any of the mandatory requirements are not submitted.
Only stockholders who submitted the complete requirements thru the email provided above by 20 July 2020, 5:00 P.M., are entitled to participate in the Annual Stockholders’ Meeting of the Corporation.
CONFIRMATION OF ATTENDANCE
After the registration and validation, a confirmation e-mail shall be sent to the registered e-mail addresses of all participating stockholders or their proxies, on 27 July 2020.
The confirmation e-mail, among others, shall provide the following:
Link to the electronic voting ballot; and
In order to join the meeting, click on the meeting link and key in the password. Participating stockholders or proxies must log on to the meeting at least thirty (30) minutes prior to the start of the meeting.
Only the stockholders who have successfully registered and have been validated shall be included in the computation of attendance in determining whether or not a quorum exists.
The entire meeting shall be recorded for future reference.
VOTING FOR ELECTION DIRECTOR
The votes of the stockholders for the election of directors may only be cast through electronic ballots duly accomplished on or before 5 August 2020 at 5:00 p.m. In order to cast votes through electronic ballot, click on the electronic ballot link provided in the confirmation e-mail and follow carefully the instructions provided in the electronic ballot. Electronic ballots accomplished after the cut-off time shall not be counted.
The nominees for election to the Board of Directors and their respective curriculum vitae will be sent to the registered e-mail of the participating stockholders together with the meeting link for the ZOOM video conference on 27 July 2020.
OTHER MATTERS FOR SHAREHOLDER’S APPROVAL
The other matters for which approval of the stockholders is being sought, i.e. items III (Approval of the Minutes of the Stockholders’ Meeting held on 19 June 2019), V (Approval of the Chief Operating Officer’s Report and the Audited Financial Statements as at 31 December 2019), VI (Ratification/Approval of the Acts of the Board of Directors and Management for the Year 2019), and VII (Appointment of External Auditors of the Corporation for the year 2020) will be taken up during the meeting on 5 August 2020.
Copies of the Annual Stockholders’ Meeting held on 19 June 2019 and the Audited Financial Statements of the Corporation for and as of the period ended 31 December 2019 will be sent to the registered e-mail of the participating stockholders on 12 August 2020 by 8:00 a.m.
For any clarification on the registration or voting procedure, please call Atty. Annie Frida K. Chua at (02) 8843-2077 local 238 or send an e-mail to 2020ASM@lserv.com.ph
Each individual stockholder’s (or that of the corporate stockholder’s authorized representative) data will be collected, stored, processed and used exclusively for the purposes of the Annual Meeting of the stockholders. Personal information will be processed in accordance with the Philippine Data Privacy Act of 2012 and applicable regulations.
SUMMARY OF IMPORTANT DATES
|13 July 2020||Deadline for submission of nominations for the election of directors|
20 July 2020, 5:00 p.m.
Deadline for registration to participate in the 2020 Annual Stockholders’ Meeting
27 July 2020
Date of receipt of the Corporation’s e-mail confirmation with meeting link and electronic ballot link
5 August 2020, 5:00 p.m.
Deadline for accomplishing electronic ballots
Original signed copies of proxies must be received by the Corporate Secretary or Assistant Corporate Secretary
7 August 2020
12 August 2020, 10:00 a.m.
2020 Annual Stockholders Meeting