The Annual Stockholders’ Meeting of APEX MINING CO., INC. (the “Company”) will be held on April 30, 2025, Wednesday at 3:00 PM. The Meeting will be conducted virtually online via the Company website www.apexmines.com/2025ASM

The Board has fixed March 31, 2025 as the record date for the determination of stockholders entitled to the Notice and to vote at the meeting.

Registration to participate in the virtual Meeting will start on April 03 until April 26, 2025 via the Company website www.apexmines.com/2025ASM. Stockholders (or their proxies) whose registration are validated will receive an email containing their usernames and passwords, along with instructions on how to participate in the virtual Meeting. All corporate stockholders must submit a proxy form for their representative to the meeting. Uncertificated stockholders (those who hold shares through PCD Nominee accounts) should submit a certification from their brokers attesting to the number of shares they are holding together with a scanned copy of valid ID by email to 2025APEX@apexmining.com.

If you are unable to join the virtual meeting but wish to vote on items in the agenda, you may appoint the Chairman as your proxy with specific voting instructions which will be duly counted, or you may vote in absentia. Please send your proxy form together with a scanned copy of your valid ID on or before 5:00 PM on April 22, 2025 to the Office of the Corporate Secretary by email to 2025APEX@apexmining.com.

The Office of the Corporate Secretary and Stock Transfer Service Inc. will conduct the proxy validation at the office of Company at 3304B West Tower, Tektite Towers, Exchange Road, Ortigas Center, Pasig City on April 22, 2025 at 5:00 p.m.


By registering to participate in the virtual meeting, a stockholder or a proxy or representative of the stockholder agrees for the Company and its service providers to process their sensitive personal information necessary to verify their identity and authority. A stockholder who fails to comply with the registration requirement will not be able to participate in the virtual stockholders meeting.

Stockholders (or their proxies) whose registration are validated can: (a) view the webcast of the meeting; (b) vote on the agenda items using the online ballot that will be sent to them; and, (c) send their questions, comments or motions on the agenda items during the Meeting by email to 2025APEX@apexmining.com. Stockholders who will participate in the Meeting are encouraged to send their questions, comments and motions before the meeting. Relevant questions on the agenda items will be read by the Moderator and will be answered by concerned officers during the meeting.

The virtual meeting requirement and procedure for participation by remote communication and voting in absentia can be found online at www.apexmines.com/2025ASM.

The Definitive Information Statement, and the Annual Report for the year 2024 under SEC Form 17A (and the accompanying Audited Financial Statements and Sustainability Report), as well as the Minutes of the May 31, 2024 Annual Stockholders’ Meeting are available for download and/or viewing on the Company website www.apexmines.com/2025ASM and on the Company Disclosures section at the PSE Edge portal edge.pse.com.ph.

Summary of contents:

VIRTUAL ASM

THE 2025 VIRTUAL ANNUAL STOCKHOLDERS’ MEETING WILL BE HELD ON APRIL 30, 2025 AT 3:00 PM.

Validated stockholders will receive an email containing their usernames and passwords, along with instructions on how to participate in the virtual ASM.

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REGISTRATION

Please prepare the required documents before proceeding to the REGISTRATION proper.

Scanned documents should be in JPG format with no more than 2MB in size.

  1. For Individual stockholders with the shares recorded in their name.
    • Individual stockholders who will appoint a proxy shall submit by April 26, 2025 the duly accomplished and signed proxy form, and scanned copy of the Proxy’s valid government-issued ID showing photo and personal details
    • Scanned copy of the stockholder’s valid government-issued ID showing photo and personal details.
    • Stockholders with joint accounts shall further submit scanned copy of an authorization letter signed by all stockholders, identifying who among them is authorized to cast the vote for the account.
    • Individual stockholders who will appoint a proxy shall submit by April 26, 2025 the duly accomplished and signed proxy form, and scanned copy of the Proxy’s valid government-issued ID showing photo and personal details.
  2. For an individual stockholder under a broker account
    • Valid and active email address and contact number of stockholder.
    • Broker’s Certification on the stockholder’s number of shareholdings.
    • Scanned copy of the stockholder’s valid government-issued ID showing photo and personal details, preferably with residential address.
    • If the stockholder will appoint a proxy, he/she shall submit by April 26, 2025 the duly accomplished and signed proxy form, and scanned copy of the Proxy’s valid government-issued ID showing photo and personal details.
  3. For corporate stockholders (e.g. corporation, association, or partnership)
    • Duly accomplished and signed Proxy submitted by 5:00 PM of April 26, 2025 (and validated by Apex);
    • Certification, signed by a duly authorized officer, partner or representative of such corporation, association, or partnership, that the person signing the proxy form is authorized by the governing board or has the power under its by-laws, constitutive documents of such corporation, association, or partnership, to sign the Proxy. A proxy form given by a broker or dealer in respect of shares of stock carried by such broker or dealer for the account of a customer must be supported by a sworn certification that the same is given with the express prior authorization of such customer.
    • If any customer of a broker or dealer who is the beneficial owner of shares of stock executes a sub-proxy, the broker or dealer shall certify that the signature on the sub-proxy is the true and genuine signature of its customer;
    • Valid and active email address and contact number of the stockholder’s representative.
    • Scanned copy of the valid government-issued ID of the person signing the Certification mentioned in item (b) above showing photo and personal details.
    • Scanned copy of the Proxy’s valid government-issued ID showing photo and personal details.

The Company will validate the above registration requirements. Stockholders are advised to register as early as possible.
 
Stockholders who cannot use the virtual platform will be allowed to vote through a proxy with instructions to the Chairman of the meeting. Please submit the proxy with voting instructions (together with documents required for stockholders submitting a proxy) to the Office of the Corporate Secretary by email to 2025APEX@apexmining.com on or before 5:00 p.m. on April 26, 2025.

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Click here to REGISTER:

VALIDATION OF REGISTRATION

Only stockholders who registered and passed the validation process can access and participate in the ASM. The validation will be conducted by the Company’s stock transfer agent and the Office of the Corporate Secretary.

The stockholders will receive an email confirmation on their successful and validated registration together with username and password for the participation in the ASM through remote communication. The username and password is required to access the Virtual ASM on April 30, 2025 at 3:00 PM.

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HOW TO VOTE

All registered stockholders will receive via email a digital Ballot containing the agenda items which need stockholders’ approval. The digital Ballot should be submitted on or before April 26, 2025 by email to 2025APEX@apexmining.com.

Voting procedures as follow:

  • For all items, except for Election of Directors, the registered stockholder has the option to vote: Yes, No, or Abstain. The vote is considered cast for all the registered Stockholder’s shares.
  • For the Election of Directors, a stockholder entitled to vote: (i) may vote such number of shares owned by it for as many persons as there are Directors to be elected; or (ii) may cumulate said shares and give one candidate as many votes as the number of Directors to be elected multiplied by the number of their shares; or (iii) may distribute them on the same principle among as many candidates as may be seen fit.
  • The Company’s stock transfer agent and Office of the Corporate Secretary will tabulate all votes received and will validate the results.
  • Except for the Election of Directors, all the items in the Agenda for the approval by the stockholders will need the affirmative vote of stockholders representing at least a majority of the issued and outstanding voting stock present at the meeting. For the Election of Directors, the top seven (7) nominees with the most number of votes are elected.

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HOW TO ASK QUESTION

The stockholder will be required to enter his/her username and password to access the virtual ASM on April 30, 2025 at 3:00 PM at the 2025 Apex Annual Stockholders’ Meeting login page.

The virtual platform will allow participants to send questions, comments and motions during the ASM by email at 2025APEX@apexmining.com.  However, to ensure a productive and orderly ASM, stockholders are encouraged to send their questions relating to items in the agenda of the ASM on or before April 26, 2025. Relevant questions will be answered by concerned officers during the ASM.

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AGENDA

1. Call to order;

2. Certification of notice and quorum;

3. Approval of the Minutes of the Stockholders’ Meeting held on May 31, 2024;

4. Report of the President and Chief Executive Officer;

5. Approval of Audited Financial Statements for 2024;

6. Ratification of all acts, contracts, investments and resolutions of the Board of Directors and Management since the last annual stockholders’ meeting;

7. Election of Directors, including the meritorious justification to re-elect Joselito Sibayan for another term despite having exceeded the maximum 9 years term as Independent Director;

8. Appointment of External Auditors;

9. Other matters

ASM MATERIALS

TO JOIN THE 2025 ANNUAL STOCKHOLDERS’ MEETING

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