NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 4, 2025
The 2025 Annual Meeting of the Stockholders of San Miguel Food and Beverage, Inc. (the “Company”) will be held on June 4, 2025, Wednesday, at 2:00 p.m. As unanimously approved by the Board of Directors at its meeting on March 5, 2025, the Company will not hold a physical meeting. The meeting will be conducted virtually and streamed live through the Company’s website at https://www.smfb.com.ph/stockholdersmeeting_2025. Stockholders can therefore only attend the meeting by remote communication, by voting through the sending of ballots, or the appointment of a proxy.
The agenda of the meeting is as follows:
Call to Order
Certification of Notice and Quorum
Approval of the Minutes of the 2024 Annual Stockholders’ Meeting
Presentation of the Annual Report and Approval of the 2024 Audited Financial Statements
Ratification of Acts and Proceedings of the Board of Directors and Corporate Officers
Appointment of External Auditor and Ratification of External Auditor Fees
Election of the Board of Directors
Other Matters
Adjournment
The Company’s Definitive Information Statement on SEC Form 20-IS with its annexes (the “DIS”), including Management’s Discussion and Analysis of Financial Position and Financial Performance, 2024 Audited Consolidated Financial Statements and interim unaudited financial statements for the first quarter of 2025, has been posted on the website and can be accessed via the QR code below. It may also be found at PSE Edge.
The rationale and explanation of each relevant Agenda item requiring shareholder approval may be found in Appendix 1 of the Notice attached to the DIS. The Company’s dividend policy, acts and resolutions of the Board of Directors from June 5, 2024, and draft of the minutes of the 2024 annual stockholders’ meeting for approval, may likewise be found in the DIS. The said draft of the minutes is also separately posted on the website at https://www.smfb.com.ph/disclosures. Questions and comments may be sent by email to smfbasm@sanmiguel.com.ph.
Votes will be cast through ballots or proxies, the deadline for submission of which is May 21, 2025. A sample of a ballot/proxy is attached to the DIS and available for download at the website. For an individual, your ballot/proxy must be accompanied by a valid government-issued ID with a photo. For a corporation, your proxy must be accompanied by a Corporate Secretary’s certification setting the representative’s authority to represent the corporation in the meeting. Ballots and proxies may be sent through email at smfbasm@sanmiguel.com.ph or by mail to the office of SMC Stock Transfer Service Corporation (STSC) at the 2nd Floor, SMC Head Office Complex, 40 San Miguel Avenue, Mandaluyong City 1550. Proxies need not be notarized. Validation of proxies will be on May 28, 2025, 10:00 a.m. at the office of STSC. Only the stockholders attending through proxies or who have submitted ballots, all of whom have been validated to be stockholders of record of the Company as of May 5, 2025, will be considered in computing stockholder attendance at the meeting and in determining quorum.
The Company’s 2024 Annual Report on SEC Form 17-A is available for download at https://www.smfb.com.ph/disclosures, as well as at PSE Edge. Upon written request, the Company will provide the stockholder with a copy of the Annual Report, DIS, and/or 2025 first quarter report on SEC Form 17-Q, at no cost.
(Sgd.)
Alexandra Victoria B. Trillana
Corporate Secretary
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