REQUIREMENTS AND PROCEDURE FOR PARTICIPATION
AND VOTING THROUGH REMOTE COMMUNICATION
A. Registration for the 2023 Annual Shareholders’ Meeting
- Shareholders of record as of 16 May 2023 who wish to attend the meeting and vote in absentia should register through the Company’s registration portal at www.ionicsgroup.com/agm2023 on or before 13 June 2023 (“Registration Period”).
- Shareholders of record are required to provide the following for validation and verification:
- Individual Shareholders
- Scanned copy of the front and back portions of the shareholder’s valid government-issued photo ID.
- Valid and active e-mail address; and
- Valid and active contact number (landline or mobile number).
- Corporate Shareholders
- Scanned copy of a Secretary’s Certificate attesting to the authority of the representative to attend the meeting and vote for and on behalf of the Corporation;
- Scanned copy of the front and back portions of the valid government-issued photo ID* of the corporate shareholder’s representative.
- Valid and active e-mail address of the corporate shareholder’s representative; and
- Valid and active address of the corporate shareholder’s representative.
- For Shareholders with Joint Accounts
- In addition to the above requirements for individual shareholders, a scanned copy of an authorization letter signed by all joint shareholders on who among them is authorized to cast the vote for the account.
- For Shareholders represented by Proxy
- ⦁ Scanned copy of the front and back portions of the shareholder’s valid government-issued photo ID.*
- Scanned copy of the Proxy Form or an authorization letter signed by the shareholder, authorizing the Proxy to attend the meeting and cast the vote for the account.
- Valid and active e-mail address of the Proxy; and
- Valid and active contact number (landline or mobile number) of the Proxy.
- For Shareholders under Broker Accounts
- In addition to the above requirements for individual and corporate shareholders, shareholders under broker accounts shall submit a scanned copy of the broker’s certification signed by the authorized signatory/ies on the beneficial shareholder’s name, account number and number of shares.
- In case of a corporate shareholder, submit also a scanned copy of the Secretary’s Certificate attesting to the authority of the representative to vote for and on behalf of the corporate beneficial shareholder.
- Upon completion of the validation and verification procedure, each registered shareholder will receive an email confirmation which includes the link which the shareholder may use to access the virtual meeting room for the 2023 Annual Shareholders’ Meeting of Ionics, Inc. together with the voting form.
- The voting form shall contain the agenda items reflected on the Notice of the Annual Shareholders’ Meeting. Shareholders may vote as follows:
- For items other than the election of directors, registered shareholders have the option to vote “For”, “Against”, or “Abstain”;
- For election of Directors, the system of cumulative voting shall be followed. Each registered shareholder has a number of votes equal to the number of shares he/she owns, times the number of directors to be elected. Under this voting system, the registered shareholder has the option to (i) cast all his/her votes in favor of one (1) nominee, or (ii) distribute those votes among as many nominees as he/she may deem fit;
- Once the registered shareholder has completed voting, he/she can submit his/her votes by sending the voting form to c. Ioncorp.firstname.lastname@example.org. Upon submission, the registered shareholder may no longer change his/her votes.
- The Office of the Corporate Secretary shall tabulate all valid votes cast in absentia and votes cast through proxies. All votes should be submitted no later than 13 June 2023.
B. Other Information
- Only those shareholders who have completed the registration and verification procedure within the Registration period shall be considered in determining the existence of a quorum. All documents (i.e. government-issued ID, authorization letter, Proxy Form, Secretary’s Certificate) to be submitted must be in digital format with a file size no larger than 3 megabytes each;
- The conduct of the 2023 Annual Shareholders’ Meeting will be streamed live. In order to be admitted by the host to the virtual meeting room, please join using your full name, turn-on your camera and mute your microphone.
- Votes and queries cannot be submitted during the livestream. Registered shareholders may send their queries or comments related to the items in the agenda to Ioncorp.email@example.com on or before 13 June 2023.
- The proceedings will be recorded in video and audio format. The Minutes of the Meeting will be uploaded to the Company website within five (5) business days upon the adjournment of the Annual Shareholders’ Meeting.