TO ALL STOCKHOLDERS:
Please be informed that the Annual Stockholders’ Meeting of GEOGRACE RESOURCES PHILIPPINES, INC. (“GEOGRACE”) shall be held on Friday, 12 December 2025, at 2:00 p.m. and conducted through remote communication via secure online meeting platform for the following purposes:
A G E N D A
1. Call to Order
2. Certification of Notice and Quorum
3. Approval of the Minutes of the Annual Stockholders’ Meeting held on
15 December 2022, 14 December 2023, and 18 December 2024
4. Amendment of the Articles of Incorporation and By-Laws
4.1. Change of Principal Office Address to 1505 Princeton Street corner Shaw Boulevard, Barangay Wack-Wack, Greenhills East, Mandaluyong City
5. Management Report
6. Approval of the Parent Company and Consolidated Audited Financial Statements as of 31 December 2022, 31 December 2023, and 31 December 2024
7. Ratification of all legal acts, resolutions, and proceedings of the Board of Directors and of Management, done in the ordinary course of business from 15 December 2022 to 12 December 2025
8. Election of Directors
9. Appointment of External Auditor
10. Other Matters
11. Adjournment
The Board of Directors of GEOGRACE has fixed the RECORD DATE for stockholders entitled to vote at this annual meeting to be on 28 October 2025.
The 2025 Annual Stockholders‘ Meeting of GEOGRACE will be conducted virtually. Stockholders of Record may attend/participate via proxy, remote communication or vote in absentia. For the detailed registration and voting procedures, please visit https://geograceholdings.com/ and refer to the “Guidelines for Participation via Remote Communication and Voting in Absentia and through Proxy”.
Stockholders who wish to participate in the meeting through remote communication and to vote in absentia should notify the Office of the Corporate Secretary through a Letter of Intent to be sent via e-mail to g.geograce@yahoo.com.ph on or before 23 November 2025. Validated stockholders will be provided access to the live streaming of the meeting and can cast their votes in absentia on or before 4 December 2025 through GEOGRACE’s secure online voting facility. All votes cast shall be subject to validation.
GEOGRACE is not soliciting for proxies. Stockholders who are unable to join the meeting but wish to vote on items in the agenda by proxy must submit their duly accomplished proxy forms via email to g.geograce@yahoo.com.ph, not later than 4 December 2025.
Stockholders of Record may send their queries and comments to the Management Report and other items in the Agenda to g.geograce@yahoo.com.ph on or before 4 December 2025.
The Definitive Information Statement containing the attendance/voting (through remote communication) and election procedures, along with the Notice, Agenda, Proxy, Management Report, SEC Form 17-A, and other information related to the Annual Stockholders’ Meeting can be accessed at https://geograceholdings.com/.
Very truly yours,
(SGD.)
ARSENIO C. CABRERA, JR.
Corporate Secretary
