Please be notified that the Annual Meeting of Stockholders of Semirara Mining and Power Corporation (the “Corporation”) will be held on May 2, 2022,^[1] Monday at 10:00 o’clock in the morning and will be conducted by remote communication in view of the current circumstances brought by regulations issued by the National Government due to COVID-19 with the following agenda:

Agenda

1)     CALL TO ORDER & PROOF OF NOTICE OF MEETING

2)     CERTIFICATION OF QUORUM

3)     CHAIRMAN’S MESSAGE

4)     APPROVAL OF MINUTES OF PREVIOUS STOCKHOLDERS’ MEETING HELD ON MAY 3, 2021

5)     PRESENTATION AND APPROVAL OF PRESIDENT'S  REPORT

6)     PRESENTATION AND APPROVAL OF THE AUDITED FINANCIAL STATEMENTS FOR 2021

7)     RATIFICATION OF THE ACTS OF THE BOARD OF DIRECTORS AND MANAGEMENT FROM THE DATE OF THE LAST ANNUAL STOCKHOLDERS’ MEETING UP TO THE DATE OF THIS MEETING

8)     ELECTION OF DIRECTORS FOR 2022-2023

9)     APPROVAL OF APPOINTMENT OF INDEPENDENT EXTERNAL AUDITOR

10)  OTHER MATTERS

11)  ADJOURNMENT

Record Date

Stockholders of record as of March 14, 2022 will be entitled to notice of, and vote at the said annual meeting or any adjournment or postponement thereof.

Registration and Voting

Stockholders may attend the meeting by remote communication by registering at https://www.semirarampc.com/asm beginning April 18 until April 25, 2022. Only stockholders of record as of March 14, 2022 will be entitled to vote at the said meeting.  Stockholders may vote in absentia using the online voting portal at https://www.semirarampc.com/voting, or by appointing the Chairman of the meeting as their proxy.  The voting portal will be accessible beginning April 26, 2022 until the day of the ASM virtual meeting on May 2, 2022 at 12:00 noon.

The following documents are required to be transmitted by email to corporatesecretary@semirarampc.com  upon registration:

CERTIFICATED SHARES:

1. Individual Stockholder
   1. Valid Government-Issued ID or passport
2. Corporate Stockholder
   1. Secretary’s Certificate designating its attorney-in-fact and proxy
   2. Valid Government-Issued ID or passport of the representative

UNCERTIFICATED OR SCRIPLESS SHARES:

1. Individual Stockholder
   1. Broker’s Certification stating the stockholder’s name and the number of shares held
   2. Valid Government-Issued ID or passport
2. Corporate Stockholder
   1. Broker’s Certification stating the stockholder’s name and the number of shares held
   2. Secretary’s Certificate designating its attorney-in-fact and proxy
   3. Valid Government-Issued ID or passport of the representative

The requirements and procedure for electronic voting in absentia and participation by remote communication is set forth in Schedule 4 of the Definitive Information Statement, published in the Company’s website at www.semiraramining.com and on PSE EDGE. 

Stockholder Question

Questions and/or comments may be sent prior to the meeting at corporatesecretary@semirarampc.com no later than April 27, 2022, which shall be limited to the items in the Agenda.  Some questions may be addressed while others will be replied to via email.

Proxy

Duly accomplished proxy forms must be submitted on or before April 22, 2022 to the Office of the Corporate Secretary at 2^nd Floor DMCI Plaza, 2281 Don Chino Roces Avenue, Makati City, Philippines or by email at corporatesecretary@semirarampc.com.  Validation of proxies is set on April 26, 2022 at 10:00 a.m.

(Sgd.) JOHN R. SADULLO

Corporate Secretary

For the Board of Directors

Pursuant to the Securities and Exchange Commission Circular No. 6, Series of 2020 or the “Guidelines on the Attendance and Participation of Directors, Trustees, Stockholders, Members, and Other Persons of Corporations in Regular and Special Meeting through Teleconferencing, Videoconferencing and other Remote or Electronic Means of Communication”, Semirara Mining and Power Corporation (SMPC) stockholders may attend the 2022 Annual Stockholders’ Meeting (ASM) through remote communication.  In view of the current circumstances brought by regulations issued by the National Government due to COVID-19 Pandemic and to safeguard the health and safety of the stockholders and other stakeholders, SMPC conducted the 2022 ASM virtually through this page on May 2, 2022 (Monday) at 10:00 AM.

Stockholders are given access to the Requirements and Procedure for Electronic Voting In Absentia and Participation by Remote Communication through the Definitive Information Statement (DIS) posted on SMPC’s website and disclosed to the Philippine Stock Exchange.  The Notice of the ASM, which forms part of the DIS, was also published in newspapers of general circulation.

Stockholders were given the opportunity to send questions and/or comments to corporatesecretary@semirarampc.com no later than April 27, 2022.  The recorded ASM was posted immediately after the meeting.  The minutes of the ASM is posted on SMPC website within five days from the conduct of the meeting.  Stockholders may access the recorded ASM livestreaming by clicking HERE.