NOTICE OF ANNUAL STOCKHOLDERS’ MEETING
TO: ALL STOCKHOLDERS
NOTICE is hereby given that there will be an annual meeting of the stockholders of A BROWN
COMPANY, INC. on June 25, 2026 (Thursday), at 1:00 p.m. The meeting will be conducted virtually via
remote communication and can be accessed at the link provided in the Company’s website
at https://abrown.ph/annual-stockholders-meeting-2026/.
Items in the agenda of the meeting are as follows:
1. Call to Order
2. Proof of Notice of Meeting
3. Certification of Quorum
4. Approval of the Minutes of the Previous Annual Stockholders’ Meeting
5. Approval of 2025 Operations and Results
6. Ratification of All Acts of the Board of Directors and Officers
7. Election of Directors
8. Appointment of External Auditors
9. Other Matters
10. Adjournment
The close of business on May 21, 2026 has been fixed as the record date for the determination of the
stockholders entitled to notice of and vote at said meeting and any adjournment thereof.
The Annual Stockholders’ Meeting will be held virtually through an online webinar platform for
stockholders to attend by remote communication. They can join by registering online
at https://www.abrown.ph/asmregister2026/ on or before 5:00 p.m. on June 15, 2026. The identities of
those registering to participate online will be going through a process of verification, after which an
email from the Company will be sent to them giving instructions as to how they will be able to watch the
livestream of the annual stockholders’ meeting. Please see attached Guidelines for Participating by
Remote Communication and Voting in Absentia.
The stockholders are likewise encouraged to participate in the meeting by either of the following:
(ii) by submitting duly accomplished proxies to the Office of the Corporate Secretary at 2704 East
Tower, Philippine Stock Exchange Centre, Ortigas Center, Pasig City or via electronic copy by
emailing [email protected] on or before 5:00 p.m. on June 15, 2026. For corporate
stockholders, the proxies should be accompanied by a Secretary’s Certification on the appointment of
the corporation’s authorized signatory.
(ii) by registering your votes on the matters to be taken up during the meeting through the e-voting
platform set up for the purpose which can be accessed at https://www.abrown.ph/asmevoting2025/.
The e-voting portal will be open until 12:00 noon of June 25, 2026.
Validation of proxies is set on June 16, 2026 at 2:00 p.m. The votes already cast using the e-voting
platform by that time will also be verified on said date.
This Notice of Meeting will be published in the business section of two (2) newspapers of general
circulation, in print and online format, in accordance with the SEC’s Guidelines on Alternative Mode of
Distributing and Providing Copies of Notice of Meeting
The following documents which are to be circulated in connection with the shareholders’ meeting may
be accessed in the links indicated below:
Definitive Information Statement: https://abrown.ph/kooroast/2026/05/A-Brown-Company-
Inc._SEC-Form-20-IS-Definitive_ASM-2026.pdf
Annual Report on SEC Form 17-A: https://abrown.ph/kooroast/2026/04/04_15_2026_A-Brown-
Company-Inc._2025-SEC-Form-17A_Annual-Report_15April2026_PSE.pdf
Quarterly Report on SEC Form 17Q: https://abrown.ph/kooroast/2026/05/05_13_2026_A-
Brown-Company-Inc_2026-1st-Quarter-SEC-Form-17Q_Quarter-Report_13May2026__PSE.pdf
City of Pasig, Metro Manila, May 15, 2026.
JASON C. NALUPTA
Corporate Secretary
DETAILS AND RATIONALE OF THE AGENDA
1.) Agenda Item No. 4 – Approval of the Minutes of the Previous Meeting of Stockholders
Copy of the minutes of the stockholders meeting held on June 27, 2025 is attached as Annex E of the
Information Statement. The minutes are also available at the Company
website, https://abrown.ph/kooroast/2025/06/Draft-Minutes-of-the-Annual-Meeting-of-the-
Stockholders-of-ABCI-June-27-2025-.pdf
The stockholders will be requested to approve the draft minutes of previous stockholders’ meeting and
to acknowledge the completeness and accuracy thereof.
2.) Agenda Item No. 5 – President’s Report and Presentation of Audited Financial Statements
A report on the highlights of the financial performance of the Corporation for the year ended December
31, 2025 will be presented to the Stockholders. A summary of the Corporation’s performance for the
year is also provided in the “Management Discussion and Analysis of Operating Performance and
Financial Condition” section on page 34 hereof.
The Corporation’s Audited Financial Statements, for which the external auditors have issued an
unqualified opinion, have likewise been reviewed by the Audit Committee and the Board of Directors. A
summary of the 2025 AFS shall also be presented to the Stockholders.
3.) Agenda Item No. 6 – Ratification of all Acts of the Board of Directors and Officers
The Chairman will request the stockholders to ratify all acts and resolutions adopted during the
preceding year by the Board of Directors, the Board Committees, Management Committee and the
officers of the Company.
The acts and resolutions of the Board and its Committees are reflected in the minutes of meetings and
they include approval of contracts and agreements, projects and investments, treasury matters and acts
and resolutions covered by disclosures to the SEC and PSE. The acts of the Management and officers
were those taken to implement the resolutions of the Board or its Committees or taken in the general
conduct of business.
4.) Agenda Item No. 7 – Election of Directors
Eight (8) of the current members of the Board of Directors, as reviewed, qualified and recommended by
the Corporate Governance Committee, have been nominated for re-election. A new independent
director, as reviewed, qualified and recommended by the Corporate Governance Committee, has also
been nominated for election.
The proven expertise and qualifications of the candidates, based on current regulatory standards and
the Corporation’s own criteria, will help sustain the Company’s solid performance that will result to its
stockholders’ benefit. The profiles of the candidates for election as directors are available in the
Company website, as well as in this Information Statement. If elected, they shall serve as Directors for a
period of one (1) year from June 25, 2026 or until their successors shall have been duly elected and
qualified.
5.) Agenda Item No. 8 – Appointment of External Auditor
The stockholders’ approval for the re-appointment of Sycip Gorres & Velayo (SGV & Co.), the Company’s
external auditor, will be sought at the meeting.
The Audit Committee has recommended to the Board, and the Board is endorsing to the stockholders,
the re-appointment of SGV & Co. as external auditor for the ensuing year. The profile of the external
auditor is provided in the Information Statement.
Stockholders are given the opportunity to raise questions regarding the operations and report of the
Corporation as well as other concerns, by emailing [email protected] (Subject: Questions
for ASM 2024) on or before 12:00 noon on June 25, 2026. Questions will be responded to during the
question and answer portion of the annual stockholders’ meeting before the end of the proceedings.
Due to the limited time, however, not all questions may be responded to during the livestream of the
annual stockholders’ meeting. Questions not addressed at the meeting proper, including those that may
be received after the livestream, will be responded to via email by the corporate officers concerned.
Click the link for the Guidelines for Participating via Remote Communication and Voting in Absentia
Click the link for the Sample Proxy Form
Click the link for the Sample Secretary’s Certificate on Proxy Form
Click the link for the 2026 SEC Form 20-IS (Definitive)
Click the link for the 2025 SEC Form 17-A (Annual Report)
Click the link for the SEC Form 17-Q (1st Quarter 2026)
