We advise that during the Annual Stockholders’ Meeting of Prime Media Holdings Inc. (the “Corporation”) held on December 5, 2023 the following matters were acted upon:
1. Approval of the Minutes of the previous Stockholders’ Meeting held on 23 September 2022;
2. Approval of the Annual Report and the Audited Financial Statements for the year ended December 31, 2022;
3. Approval of the Additional Listing of 150,000,000 shares arising from Private Placements.
4. Re-approval of the following: (a) Approval of the Amendment of the Articles of Incorporation (AOI) to reduce the par value of all Series A Preferred Shares from Php1.00 to PhP0.04 per share;
(b) Approval to convert all Series A Preferred Shares into Common Shares at the conversion rate of 25:1;
(c) Amendment of the AOI to create a new class of Series C Redeemable Preferred Shares and to authorize the conversion of the remaining foreign-owned common shares to Series C Redeemable Preferred Shares subsequent to the conversion of all Series A Preferred Shares (There are approximately Three Hundred Forty Thousand Six Hundred Sixty Four (340,664) foreign-owned common shares post conversion based on records as of 30 July 2022;
(d) Amendment of the AOI to reclassify all Series B Preferred Shares to Common Shares;
(e) Approval to redeem all Series C Redeemable Preferred Shares at a redemption price equivalent to its par value of Php 1.00 per share or at the price determined by the Board and payable in cash;
(f) Amendment of the AOI to delete all provisions relating to the Preferred Shares (Series A, Series B and Series C) after the conversion of all Series A Shares, reclassification of Series B Shares and the redemption of Series C Preferred Shares;
(g) Approval to authorized the Board to amend relevant agreements, i.e. Memorandum of Agreement with Atty. Hermogene H. Real and Ms. Michelle F. Ayangco (as “Golden Peregrine Shareholders”) relating to the issuance in favor of the Golden Peregrine Shareholders of up to One Billion Six Hundred Forty Five Million (1,645,000,000) Common Share, subject to final determination of the Board, third party appraisal, fairness opinions, and other closing conditions to be issued out of the Corporation’s increase in authorized capital stock in consideration for the assignment of shares of stock of Golden Peregrine Holdings, Inc., representing one hundred percent (100%) of its outstanding capital stock;
(h) Amendment of the Articles of Incorporation to increase the authorized capital stock of up to Seven Billion Pesos (Php 7,000,000,000.00) as may be determined by the Board of Directors;
(i) Waiver by the minority stockholders of the rights or public offer requirement under the PSE Additional Listing Rule
5. Ratification of All Acts of the Board of Directors and Management
6. Election of the following directors:
For Regular Directors: a. Manolito A. Manalo b. Michelle F. Ayangco c. Bernadeth A. Lim d. Hermogene H. Real e. Rolando S. Santos
For Independent Directors: a. Johnny Y. Aruego, Jr. b. Francisco L. Layug III
7. Approval of the appointment of Reyes Tacandong and Co. as the Corporation’s external auditor for the current year 2023. |