NOTICE OF ANNUAL STOCKHOLDERS’ MEETING
OF
BALAI NI FRUITAS INC.
Please take notice that the 2024 Annual Stockholders’ Meeting (“ASM”) of Balai Ni Fruitas Inc. (the “Company”) will be held on 13 August 2024 (Tuesday) at 2:00 pm via remote communication.
The Agenda for the ASM shall be as follows:
- Call to order
- Certification of service of notice and presence of quorum
- Reading and approval of the minutes of the last Annual Meeting of Stockholders held on 15 August 2023
- Ratification of all acts and resolutions of the Board of Directors and Management from the date of the last annual stockholders’ meeting until the date of this meeting
- Presentation of the President’s Report
- Management Report and Approval of Audited Financial Statements for the year 2023
- Election of the members of the Board of Directors, including the Independent Directors, for the year 2024
- Appointment of External Auditors
- Other Matters
- Adjournment
The Minutes of the 2023 ASM is available for examination on the website of the Company at www.Balainifruitas.com.
The record date is 16 July 2024 to determine stockholders eligible to vote in the 2024 ASM. Stockholders can attend remotely and vote in absentia, subject to validation, though the directors will be at 3961 Ramon Magsaysay Boulevard, Sta. Mesa, Metro Manila for the conduct of the meeting.
Stockholders intending to participate in the 2024 ASM remotely should email their intent to IPO.Compliance@balainifruitas.com. They will receive a link to a registration form requiring specific information and documents to be uploaded.
| Individual Stockholders | Multiple stockholders/ Joint owners | Corporate stockholders | Stockholders with shares under broker account |
| 1. Copy of valid government ID of stockholder/proxy 2. If appointing a proxy, copy of proxy form duly signed by stockholder | 1. Copy of valid government ID of stockholder/proxy 2. Proof of authority of stockholder voting the shares signed by the other registered stockholders, for shares registered in the name of multiple stockholders. | 1. Valid government ID of the authorized representative 2. Proxy Form for authorized representative 3. Secretary’s Certificate or Board Resolution appointing and authorizing a representative. | 1. Valid government ID of stockholder 2. Certification from broker as to the number of shares owned by stockholder 3. If appointing a proxy, copy of proxy form duly signed by stockholder. |
Note: Proxy form need not be notarized
After completing the registration form, they will receive an email invitation with instructions on joining the ASM and voting in absentia. Registration and voting must be completed by August 6, 2024. Proxies, using the company’s form, must be scanned and emailed to the Corporate Secretary at IPO.Compliance@balainifruitas.com by August 7, 2024. The proxies will be validated on the same date, and the Corporate Secretary’s decision will be final. Unresolved issues during validation will be considered waived. WE ARE NOT, HOWEVER, SOLICITING PROXIES.
For registration concerns and questions about the ASM, stockholders may send an email to IPO.Compliance@balainifruitas.com. Refer to the Definitive Information Statement (DIS) on remote attendance and voting in absentia, available at https://www.balainifruitas.com/. Only stockholders who register within the prescribed period, along with those voting in absentia and by proxy, will be included in the determination of quorum.
Pursuant to the SEC Notice dated February 23, 2024, stockholders can review the Definitive Information Statement, Management Report, and SEC Form 17A on the Company’s website and the PSE Edge Portal.
There will be an audio and video recording of the ASM. All votes cast shall be validated by the Stock and Transfer Agent, The Philippine National Bank Trust Banking Group.
Quezon City, Philippines, July 12, 2024.
For the Board of Directors,
(originally signed)
MARVIN C. YU
Corporate Secretary