PACIFICA HOLDINGS, INC.
China Bank Corporate Center, Lot 2, Samar Loop corner Road 5
Cebu Business Park, Brgy. Mabolo, Cebu City
Notice of Annual Meeting of Stockholders
Please be advised that the Annual Meeting of Stockholders of PACIFICA HOLDINGS, INC. (the “Company”) for the year 2020 will be conducted online on November 26, 2020, at 2:00 p.m. Stockholders who wish to participate in the proceedings may do so by signing on at the following URL address: https://registration.pacifica.ph/
1. Call to Order
2. Certification of Notice and Quorum
3. Approval of the Minutes of the Annual Stockholders’ Meeting held on 5 December 2018
4. Presentation and Adoption of the President’s Report and Annual Report and Approval of the Audited Financial Statements for the year 2019;
5. Ratification of all acts of the Board of Directors and Officers since the 2018 Annual Stockholders’ Meeting adopted in the ordinary course of business
6. Election of the Members of the Board of Directors including the Independent Directors for the Ensuing Year
7. Appointment of the Company’s External Auditors for Fiscal Year 2020
8. Ratification of the Issuance of 125,000,000 common shares with par value of Php1.00 per share issued in favor of Unido Capital Holdings, Inc. out of the increase in the authorized capital stock of the Company (“Additional Shares”)
9. Approval of the listing of the Additional Shares with the Philippine Stock Exchange
10. Other Matters
The Agenda Details and Rationale are appended to this Notice as Schedule 1.
Minutes of the last Annual Meeting of Stockholders held on December 5, 2018 is available at the website of the Company, http://pacifica.ph/corporate.html , and will be appended to the Information Statement that will be distributed or disseminated to all stockholders as of the record date.
The Board of Directors has set the third day of November 2020, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Stockholders’ Meeting.
Given the current circumstances and in order to ensure the safety and welfare of our stockholders in light of the Covid-19 situation, the Company will dispense with the physical attendance of stockholders at the meeting. Consequently, attendance will only be by remote communication, with voting being accomplished in absentia through the Company’s online voting system at URL address: https://registration.pacifica.ph/ or through the Chairman of the meeting, as proxy.
Stockholders intending to participate by remote communication should pre-register with the Company via the Company’s electronic registration and online-voting system at URL address: https://registration.pacifica.ph/ during the given registration period and in any case, no later than November 19, 2020.
Following such pre-registration and subject to validation procedures, stockholders may vote either electronically via the URL provided above, no later than November 26, 2020 or submit duly accomplished proxies on or before November 19, 2020 to the Office of the Corporate Secretary at Picazo Buyco Tan Fider and Santos Law Office, Penthouse, Liberty Center, 104 H.V. Dela Costa Street, Salcedo Village, Makati City and/or by email to email@example.com or firstname.lastname@example.org. Validation of proxies is set on November 21, 2020 at 2:00 pm.
The detailed rules and procedures for participating in the meeting through remote communication and for casting their votes in absentia are set forth in the Information Statement and Schedule 2 of this Notice.
In compliance with the SEC Advisory dated May 6, 2015, a copy of the Interim Unaudited Financial Statements of the Company as of and for the quarter ended September 30 with Management Discussion and Analysis shall be posted in the website of the Company on or before November 26, 2020. A hard copy of the same Interim Unaudited Financial Statements will be provided to any requesting shareholder, free of charge, as soon as said Interim Unaudited Financial Statements becomes available but in no case later than November 26, 2020.
Very truly yours,