MINUTES OF THE SPECIAL MEETING

OF THE BOARD OF DIRECTORS OF

WINTER PHILIPPINES CORPORATION

Held on 5 May 2022 at 8:00 p.m.

through teleconferencing

Directors Present:

Gabriel Pelagio
Atty. Alexis Martinez
John Espinase
Ryan Hernaez
Kevin Banzali

Also Present:

Andrew Cortes
Earl Aniceto

I. CALL TO ORDER

The Chairman, Mr. Gabriel Pelagio called the meeting to order and presided over the
meeting. The Assistant Corporate Secretary, Atty. Alexis Martinez, recorded the minutes
of the proceedings.

II. CERTIFICATION OF QUORUM

The Assistant Corporate Secretary proceeded to call the roll to determine the existence of
a quorum for the transaction of business. The following Directors, Corporate Secretary and
the Assistant Corporate Secretaries attended the meeting via teleconferencing with the
following dial-in details:

Name Position Location Contact Nos./ Email Device

Used
Gabriel Chairman/ Director Naples, gpelagio@winter.com Laptop
Pelagio Florida, USA
Andrew Director Oshkosh, acortes@winter.com Laptop
Cortes Wisconsin,
USA
John Director Antipolo City, jespinasa@winter.com Laptop
Espinase Rizal,
Philippines
Ryan Director Antipolo City, rhernaez@winter.com Mobile
Hernaez Rizal,
Philippines
Kevin Director/ Las Pinas kbanzali@winter.com Laptop
Banzali Corporate City,
Secretary Philippines
Atty. Alexis Asst. Corporate Quezon City, amartinez@winter.com Deskto
Martinez Secretary Philippines p
Earl Aniceto Asst. Corporate Quezon City, eAniceto@winter.com Laptop
Secretary Philippines
 Each Director and the Assistant Corporate Secretaries present for the meeting confirmed that
he/she could clearly hear the others, who could also clearly hear him/her at the end of the
line. Thereafter, the Assistant Corporate Secretary, Atty. Alexis Martinez, certified to the
existence of a quorum for the transaction of business.

III. APPROVAL OF THE MINUTES OF THE SPECIAL MEETING HELD ON 5

APRIL 2022

Upon motion duly made and seconded, the minutes of the special meeting of the Board of
Directors held on 5 April 2022 was approved.

IV. APPROVAL OF PROCEDURE FOR PARTICIPATION AND VOTING OF

STOCKHOLDERS THROUGH REMOTE COMMUNICATION

The Corporate Secretary, Mr. Kevin Banzali, explained that in accordance with the
Revised Corporation Code and SEC Memorandum Circular No. 6, Series of 2020,
stockholders may participate and vote in stockholders’ meetings through remote
communication when so provided in the Corporation’s by-laws or when approved by a
resolution of the majority of the Board of Directors.
 
Since the By-Laws of the Corporation do not yet include a provision allowing
participation of stockholders in stockholders’ meetings through remote communication,
the Asst. Corporate Secretary informed the Board of Directors that there is a need to
approve a resolution allowing stockholders to participate and vote in the annual
stockholders’ meeting by videoconferencing.
 
Upon motion duly made and seconded, the Board of Directors unanimously approved the
following resolution:
 
“RESOLVED, that the Board of Directors of WINTER
PHILIPPINES CORPORATION (the “Corporation”) hereby allows its
stockholders to participate and vote in the Annual Stockholders’ Meeting
of the Corporation scheduled at 8:30 p.m. on 5 May 2022 through
teleconferencing, and, for this purpose, the Corporate Secretary and/or the
Assistant Corporate Secretaries are directed to issue the required notice for
the said meeting to every stockholder of the Corporation in accordance
with the Corporation’s By-Laws and the applicable regulations of the
Securities and Exchange Commission.”

V. APPROVAL OF THE AUDITED FINANCIAL STATEMENTS

The Chairman informed the Board of the need to approve the 2021 Audited Financial
Statements of the Corporation. After discussion and upon motion made and duly seconded,
the Board unanimously approved the following resolution:

“RESOLVED, that the Audited Financial Statements of the

Corporation as of and for the fiscal year ended 31 December 2021 on which
MARTINEZ&MARTINEZ, the external auditors of the Corporation,
rendered an unqualified audit opinion, be hereby approved and authorized for
release, and for this purpose, the Corporation’s Treasurer, Mr. Mark Tan, be
authorized, for and on behalf of the Corporation, to sign, execute and deliver
the necessary documents or papers to implement the foregoing resolution.”
VI. ADJOURNMENT

There being no other matters to discuss and business to transact, the meeting was
adjourned.

READ AND APPROVED:

GABRIEL PELAGIO JOHN ESPINASE

Chairman/Director Director

RYAN HERNAEZ ANDREW CORTES

Director Director

KEVIN BANZALI EARL ANICETO

Director / Corporate Secretary Assistant Corporate Secretary

ATTY. ALEXIS MARTINEZ

Assistant Corporate Secretary