TO OUR STOCKHOLDERS:
NOTICE lS HEREBY GIVEN that the Regular Meeting of the Stockholders of PetroEnergy Resources corporation (the ‘company”), will be held on July 17, 2025 at 4:00 p.m., to be called, conducted and presided virtually or via online/remote communications by the presiding officer, with the following agenda:
1. Certification of Service of Notice;
2. Determination of Quorum/Call to Order;
3. Approval of Minutes of the last Regular Stockholders’ Meeting held on July 18, 2024;
4. Approval of Management Report and the 2024 Audited Financial Statements contained in the 2024 Annual Report;
5. Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period July 18, 2024 to July 17, 2025;
6. Amendment of the Seventh Article of the Articles of Incorporation – Conversion of 100,000,000 out of 131,288,158 Unissued Common Shares to prefened Shares.
The Board of Directors will convene a meeting pior to the Annual Stockholders’ Meeting (ASM) on the same day to review and approve the proposed amendment to the Articles of lncorporation, ensuring that all necessary corporate actions are in place ahead of the ASM proceedings.
7. Election of Members of the Board of Directors for 2025-2026:
a. Approval of the retention and reelection of Mr. Eliseo B. Santiago and Mr. Cesar A. Buenaventura as Independent Directors.
8. Appointment of External Auditors;
9. Other matters; and
l0. Adjournment.
Stockholders as of Record Date May 16, 2025 will be entitled to notice of, and to vote at, the Annual Meeting.
Pursuant to the alternative modes of notice as provided for in the Securities and Exchange Commission’s NOTICE dated March 13, 2023, this notice to Stockholders shall be published in the business section of two (2) newspapers of general circulation, in print and online format, for two (2) consecutive days not later than 21 days before the scheduled meeting. The Information Statement, Management Report, SEC Form l7-A, Minutes of the Annual Stockholders Meeting for the year 2024 and other pertinent meeting documents shall be made available in the Company’s website (www.petroenergy.com.ph) and via PSE Edge.
The Regular Annual Stockholders’ Meeting shall be held virtually or via online/remote communication. The stockholders shall be allowed to cast their votes by proxy, or by remote communication, or in absentia pursuant to Section 49 of the Revised Corporation Code of the Philippines and SEC Memorandum Circular No. 0-2020.
To participate in the Annual Meeting, stockholders must register from 9:00 a.m. of July 10, 2025 until 5:00 p.m. of July 14, 2025 through the following link: https://forms.office.com/pages/responsepage.aspx?id=p14IyJ9zO06SX-OlM6vSef954bWLVpJDvTW1r8YBxBVUQU43OVpZWTlMTFM1OVNCS1Y0SUpOTEZPSC4u&origin=lprLink&route=shorturl
and follow the steps provided therein. The procedures for participation via remote communication and in absentia may be found in the said link and in Annex “A” of the Information Statement.
Stockholders who wish to appoint proxies may submit proxy forms until 5:00 p.m. of July 14, 2025 to the Office of the Corporate Secretary at 7th Floor, JMT Building, ADB Ave., Ortigas Center, Pasig City or by email to corpaffairs@petroenergy.com.ph. Validation of proxies will be held on July 14,2025. A sample proxy form (attached as Annex B”) will be enclosed in the Information Statement for your convenience.
ATTY. SAMUEL V. TORRES
Corporate Secretary
