ALTERNERGY HOLDINGS CORPORATION: Notice of the Annual Stockholders’ Meeting

NOTICE OF THE ANNUAL STOCKHOLDERS’ MEETING

Dear Stockholder:

                Notice is hereby given that the Annual Stockholders’ Meeting of ALTERNERGY HOLDINGS CORPORATION will be held on 13 December 2023, Wednesday, at 10:00 a.m. via remote communication using the Zoom application. The meeting ID and password will be sent to the successful registrants of the Meeting through electronic mail.

                The Agenda for the Meeting is as follows:

1. Call to Order
2. Secretary’s Proof of the Required Notice
3. Proof of the Presence of a Quorum
4. Approval of the Minutes of the Previous Stockholders’ Meetings
5. Report of Management and the Board of Directors and Approval of the Audited Financial Statements as of the period ending 30 June 2023
6. Ratification of All Acts, Transactions and Resolutions by the Board of Directors and Management since the 2022 Annual Stockholders’ Meeting
7. Election of Directors
8. Appointment of External Auditor
9. Other Matters
10. Adjournment

A brief explanation and rationale for each item of the Agenda is attached as Annex “A” of the Information Statement.

Only stockholders of record and in good standing as of 20 November 2023 will be entitled to notice of, and to vote at, the meeting.

The Guidelines for Registration and Participation in the Meeting, as well as the contact details for any inquiries, are attached as Annex “B” of the Information Statement. Registration will run until 1 December 2023. Stockholders are encouraged to register online at least forty five (45) minutes before the Meeting.

For your convenience, the Corporation will be using the alternative mode for distributing and providing copies of the Notice, Information Statement and other materials for the Annual Stockholders’ Meeting. In accordance with the Notice of the Securities and Exchange Commission dated 13 March 2023 regarding the Alternative Mode for Distributing and Providing Copies of the Notice of Meeting, Information Statement, and Other Documents in connection with the Holding of Annual Stockholders’ Meeting for 2023, a copy of the Definitive Information Statement, Management Report, SEC Form 17A, Audited Financial Statements and other pertinent documents will be available for viewing and downloading at the Corporation’s website at https://www.alternergy.com/disclosures and PSE Edge at https://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=701.

All stockholders are cordially invited to attend the Meeting. If, however, you are unable to attend, you may designate your authorized representative by submitting a scanned copy of your proxy form to [email protected] no later than 5 December 2023. All proxies will be validated on 7 December 2023.

Lastly, a visual and audio recording of the Meeting will be secured in compliance with the requirement of the Securities and Exchange Commission.

ANNA MELISSA R. LICHAYTOO

Corporate Secretary