2024 ICTSI Annual Stockholders' Virtual Meeting Requirements and Procedure for Participation by Remote Communication and Voting in Absentia

 

REGISTER NOW

 

The platform to participate through remote communication and voting in absentia for the 2024 ICTSI ASM, which will be held on April 18, 2024 at 10:00 a.m. can be accessed online at https://www.ictsi.com/2024asm.

Only ICTSI stockholders as at record date, March 8, 2024 (the “Stockholders”) can use the Platform to participate in the Meeting through remote communication and vote in absentia on the matters in the Agenda, provided the Stockholder has: (1) complied with the registration requirement, and (2) such registration has passed the validation process. 

Registration to participate in the Meeting is from 9:00 a.m. of March 25, 2024 until 5:00 p.m. of April 15, 2024. For Stockholders who will appoint a proxy, duly accomplished proxy must be submitted through the registration platform on or before 5:00 p.m. of April 5, 2024.

Please note that ICTSI will request for consent to process sensitive personal information pursuant to the Data Privacy Act.

 

Registration Procedure and Requirements

A. Procedure

To register for the Platform, log on to https://www.ictsi.com/2024asm and follow the instructions below. Stockholders should complete the online registration form and submit the same for validation.

  1. Proceed to https://www.ictsi.com/2024asm;
  2. Click "Register Now;"
  3. Carefully read the ICTSI Terms of Use and Data Privacy Statement and the service provider’s End User Terms of Service and Privacy Policy;
  4. Indicate consent;
  5. Choose Stockholder type – (1) Individual Stockholders with Certificated Shares; (2) Individual Stockholders under Broker Account; or (3) Corporate Stockholder (e.g corporation, association, or partnership);
  6. Indicate your full name or the complete corporate name of the Corporation represented;
  7. Provide requirements under item B below;
  8. Click "Submit Registration;" 
  9. Confirm your email upon receiving a verification email; and
  10. Create your own password to sign in into the Platform.

ICTSI and SGV & Co. will evaluate and validate the information and documents furnished and uploaded. After passing the validation process, the Stockholder will receive an email informing them of their registration acceptance.

 

B. Requirements

For Individual Stockholders with Certificated Shares

  • Valid and active email address of Stockholder;
  • Valid and active mobile phone number of Stockholder;
  • Scanned copy of the Stockholder’s valid government-issued ID showing photo and personal details (in JPG format with a file size not larger than 12MB); and
  • Individual stockholders who will appoint a proxy shall, on or before 5:00 p.m. of April 5, 2024:
    • upload the signed proxy form (in JPG format with a file size not larger than 12MB); and 
    • proxy’s valid-government-issued ID showing photo and personal details (in JPG format with a file size not larger than 12MB) 

For an individual Stockholder under a Broker Account

  • Valid and active email address of Stockholder;
  • Valid and active cellular phone number of Stockholder;
  • Broker’s Certification on the Stockholder’s number of shareholdings (in JPG format with a file size not larger than 12MB). IMPORTANT: To facilitate the verification of your account, please make sure that you copy ICTSI, through: [email protected]; and the stock and transfer agent, STSI, through: [email protected] in all email correspondence with you Broker regarding request for Broker’s Certification; and
  • Scanned copy of the Stockholder’s valid government-issued ID showing photo and personal details, preferably with residential address (in JPG format with a file size not larger than 12MB)

For Corporate Stockholders (e.g. corporation, association, or partnership)

  • Valid and active email address of the Stockholder’s Authorized Representative;
  • Valid and active mobile phone number of the Stockholder’s Authorized Representative; 
  • Scanned copy of the valid government-issued ID showing photo and personal details of Stockholder’s Authorized Representative (in JPG format with a file size not larger than 12MB);
  • ID number of the Authorized Representative;
  • Duly accomplished and signed Proxy form must be submitted on or before 5:00 p.m. of April 5, 2024;
  • Upload Board Resolution/Secretary’s Certificate indicating the authority of the authorized representative to act on behalf of the corporate stockholder, or List of Authorized Signatories of the corporate stockholder. In case of a partnership or association, please upload a scanned copy of a certification (signed by a partner of the partnership or duly authorized officer of the association) that the person signing the proxy is duly authorized by the partnership or association.

ICTSI and SGV & Co. will validate the above registration requirements. Stockholders are advised to register as early as possible.

ICTSI reserves the right to request additional information and original signed copies of the documents forming part of the Registration Requirements at a later time.

Validation of Registration

Only Stockholders who registered, verified their email, and passed the validation process can use the Platform to participate in the Meeting.

After registration and passing the validation process, the Stockholder will receive an email informing them of their registration acceptance. The username and password are required to access the Meeting on April 18, 2024 at 10:00 a.m. at https://www.ictsi.com/2024asm.

Stockholders with successful and validated registration may cast their votes until the voting on the agenda item is closed during the Meeting.

Voting

All agenda items indicated in the Notice of the Meeting will be set out in the digital absentee ballot and the registered Stockholder may vote as follows:

  • For all items, except for Election of Directors, the registered Stockholder has the option to vote: For, Against, or Abstain. The vote is considered cast for all the registered Stockholder’s shares.
  • For the Election of Directors, a Stockholder entitled to vote: (i) may vote such number of shares owned by it for as many persons as there are Directors to be elected; or (ii) may cumulate said shares and give one candidate as many votes as the number of Directors to be elected multiplied by the number of their shares; or (iii) may distribute them on the same principle among as many candidates as may be seen fit.
  • The Office of the Corporate Secretary with third-party auditor, SGV & Co., will tabulate all votes received and will validate the results.
  • Except for the Election of Directors, all the items in the Agenda for the approval by the Stockholders will need the affirmative vote of Stockholders representing at least a majority of the issued and outstanding voting stock present at the meeting. For the Election of Directors, the top seven (7) nominees with the most number of votes are elected.
Participation in the virtual meeting

The Stockholder will be required to enter his/her username and password to enter the system and access the Meeting on April 18, 2024 at 10:00 a.m. at https://www.ictsi.com/2024asm. For any technical difficulties, the Stockholder should call the platform provider’s support hotline at (+63) 969-602-2100 to remedy the matter.

The Platform will allow participants to send questions, motions, secondments, and other comments during the Meeting. However, to ensure a productive and orderly Meeting, Stockholders are encouraged to send their questions relating to items in the agenda of the Meeting on or before April 15, 2024 by email at [email protected]. Relevant questions will be answered by concerned officers during the Meeting.

A link to the recorded webcast of the Meeting will be posted on ICTSI’s website after the Meeting.

 

For any questions or inquiries, including request for assistance in the registration process, please contact our Office of the Corporate Secretary through [email protected] and [email protected].