IP E-Game Ventures Inc Announces Annual Stockholders Meeting
Please be informed that the annual stockholders’ meeting (“ASM”) of IP E-GAME VENTURES INC. (the “Corporation”) shall be held on 16 February 2021, 10:00 a.m. Considering the current conditions and in support of the measures to prevent the spread of COVID-19, there will be no physical meeting and the host shall control the teleconferencing platform in 8th Floor Pacific Star Building, Sen. Gil Puyat Avenue corner Makati Avenue, Makati City. The ASM will be conducted virtually; attendance at the meeting will be via remote communication only. There shall be audio and visual recording of the meeting.
The agenda for the said meeting shall be as follows:
1. Call to Order
2. Certification of Notice and the Existence of a Quorum
3. Approval of the minutes of the Annual Stockholders’ Meeting held on 28 September 2017
4. Annual Report of the President
5. Ratification of all Acts and Proceedings of the Board of Directors and Management/Corporate Officers
6. Approval of the Audited Consolidated Financial Statements of the Corporation
7. Election of Members of the Board of Directors and Independent Directors
8. Appointment of External Auditor for 2021
9. Amendment of the Articles of Incorporation to Revise: First, Second and Third Articles or in relation to the Corporate Name, Primary Purpose and Principal Address.
10. Amendment of the By-Laws to Revise: Corporate Name, Article II, Article III, Notice Requirements,
Composition of the Board of Directors, Mode of Conducting Stockholders’ Meetings, Voting Procedures
11. Other Matters
12. Adjournment
As mentioned, stockholders may only attend and participate in the meeting via remote communication. Stockholders may vote via electronic means, subject to validation procedures. The Record date as approved by the Board of Directors is: 26 January 2021.
The procedures for participating in the meeting through remote communication and for casting of votes in absentia will be set forth in the Internal Rules of Procedure for the Conduct of the Board and Shareholders Meeting via Remote Means of Communication or In Absentia of IP E-Game Ventures, Inc. (“Rules of Procedure”) as approved by the Board of Directors in its 14 December 2020 special meeting that may be accessed in: https://eg.ipvg.com/.
Stockholders who intend to attend by remote communication are required to REGISTER on or before 6 February 2021 at eg2021.asm@gmail.com pursuant to the rules laid out in Section III.C.2.b of the Rules of Procedure. That is, the stockholder shall signify his intention to participate in the meeting via remote communication by providing a Letter of Intent with his/ her: name, address, official email address, contact number, and one valid identification with photograph and signature.
The instructions, procedures and requirements for electronic voting in absentia and participation by remote communication shall be sent to the email address provided in the stockholder’s registration form.
The link through which the Meeting may be accessed shall be sent to the email address of the registered stockholder after validation.
In accordance with Article II, Section 7 of the Corporation’s Amended By-Laws, any instrument authorizing a proxy to act shall be submitted and received by the Corporate Secretary no later than ten (10) days before the date of the meeting or on or before 6 February 2021. The proxies must be addressed to the attention of the Corporate Secretary and must comply with the requirements and form stated under Section III C.4 of the Rules of Procedure and the Definitive Information Statement for individual and corporate stockholders. Such proxies filed with the Corporate Secretary may be revoked by the stockholder/s either in an instrument in writing duly presented and recorded with the Secretary prior to a scheduled meeting, or by their personal presence at the meeting. Soft copies of the proxies can be emailed in advance to eg2021.asm@gmail.com with the subject: EGASM2021_Proxy_Name of Stockholder. Validation of proxies is set on 11 February 2021 to be conducted virtually.
The Definitive Information Statement, Management Report, Audited Financial Statements, Quarterly Report/s and other documents relative to the Annual Stockholders’ Meeting, including the Procedures and Guidelines on the participation by remote communication and voting in absentia may be accessed, at least fifteen (15) business days and twenty-one (21) calendar days before the scheduled Annual Stockholders’ Meeting through any of the following:
1. https://eg.ipvg.com/;
2. Request for a copy by sending an email to eg2021.asm@gmail.com. Requests must be coursed through the stockholders’ official e-mail address, as stated during the registration procedure; and
3. PSE EDGE.
The organizational meeting of the Board of Directors shall follow immediately. For ASM-related queries, you may send an email to eg2021.asm@gmail.com.
