At the Annual Stockholders’ Meeting held on 21 September 2023, the Stockholders approved the following resolutions:
1. Approval of Share Purchase Agreement and Deeds of Absolute Sale over One Million (1,000,000) common shares of the capital stock of Tierra Ariana Eco Land, Inc.; 2. Approval of the Amendment to the Share Purchase Agreement on 11 August 2023 over One Million (1,000,000) Common Shares of the Capital Stock of Tierra Ariana; 3. Approval of the Accession Agreement with BPI for the Omnibus Loan and Security Agreement; 4. Approval of Internal Restructuring Involving Merger with Seven (7) Companies, with Company as Surviving Entity; 5. Increase in Authorized Capital Stock to Two Billion Pesos (PHP 2,000,000,000); 6. Amendment of Seventh Article of the Articles of Incorporation to Reflect the Increase in Authorized Capital Stock and the Denial of Preemptive Rights; 7. Amendment of Fourth Article of the Articles of Incorporation to Further Expand Purpose as an Investment Holding Company; 8. Approval for the Issuance of Primary Common Shares to Such Number of Investors to be Determined by the Board of Directors, and the Delegation of Authority to the Board of Directors to Negotiate and Determine the Terms and Conditions of the Issuance, and to Engage the Services of Arrangers, Advisors, Legal Counsel, and Other Agents as may be Necessary, Proper, or Desirable for the Transaction, and the Approval for the Listing of the Common Shares with the PSE; 9. Waiver of the Requirement to Conduct a Rights or Public Offer in the Event that the Holder of the Common Shares will Result in the Issuance of At Least 10% of the Company’s Total Issued and Outstanding Shares, Pursuant to Article V Part A of the PSE Revised Listing Rules; and 10. Delegation of Authority to the Board of Directors to Amend By-Laws
The following were likewise approved by the Stockholders during the Annual Stockholders' Meeting:
1. Approval of Minutes of Previous Meetings; 2. Ratification of certain Board Approvals and Management Actions adopted by the Board and Management from the last shareholders’ meeting up to the present; 3. Approval of 2022 Annual Report and Audited Financial Statements; 4. Authorizing the Corporation to Open an Account with BDO Unibank Inc.; and 5. Appointment of Sycip, Gorres, Velayo and Company as the External Auditor of the Corporation |