NOTICE OF ANNUAL STOCKHOLDERS’ MEETING
TO OUR STOCKHOLDERS:
The Annual Stockholders’ Meeting of APEX MINING CO., INC. (the “Company”) will be held on April 30, 2026, at 3:00 PM. The Meeting will be conducted virtually online via the Company website www.apexmines.com/2026ASM.
The agenda of the Meeting will be as follows:
- Call to order;
- Certification of notice and quorum;
- Approval of the Minutes of the Stockholders’ Meeting held on April 30, 2025;
- Report of the President and Chief Executive Officer;
- Approval of Audited Financial Statements for 2025;
- Ratification of all acts, contracts, investments and resolutions of the Board of Directors and Management since the last annual stockholders’ meeting;
- Approval of Stock Incentive Plan (SIP), and its retroactive application to 2025;
- Amendment of the by-laws;
- Election of Directors;
- Appointment of External Auditors;
- Other matters.
The Board has fixed March 30, 2026 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 08 until April 27, 2026 via the Company website www.apexmines.com/2026ASM. 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 2026APEX@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 4:00 PM on April 22, 2026 to the Office of the Corporate Secretary by email to 2026APEX@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 23, 2026 at 4:00 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 t o 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 o f the meeting; (b) vote o n 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 t o 2026APEX@apexmining.com. Stockholders who will participate in the Meeting are encouraged to send their questions, comments and Moderator and will b e answered b y concerned officers during the meeting.
Stockholders who will not participate in the virtual meeting may vote in absentia by sending an absentee ballot obtained from the Corporate Secretary, duly filled up and
signed and returned to the Corporate Secretary before the date of the ASM. An absentee ballot shall b e sent t o a stockholder who requests the same after complying with the requirement prescribed b y the Corporate Secretary to verify the identity and number of shares in the name of the stockholder as of record date of the meeting. Valid absentee ballots received by the Corporate Secretary prior to the date of the meeting shall be counted as part of the quorum and in the voting of agenda items.
The virtual meeting requirement and procedure for participation by remote communication and voting in absentia can be found online at www.apexmines.com/2026ASM.
The Definitive Information Statement, and the Annual Report for the year 2025 under SEC Form 17A (and the accompanying Audited Financial Statements and Sustainability Report), as well as the Minutes of the April 30, 2025 Annual Stockholders’ Meeting are available for download and/or viewing on the Company website www.apexmines.com/2026ASM and on the Company Disclosures section at the PSE Edge portal edge.pse.com.ph.
INFORMATION STATEMENT
ANNUAL REPORT
FINANCIAL STATEMENTS
VOTING PROCEDURES
All stockholders who have registered to join the online stockholders meeting will receive via email an ID and password which will allow them to access a pro-forma digital ballot containing the agenda items which need stockholders’ approval. The digital ballot should be filled up and submitted on or before April 27, 2026 by email to 2026APEX@apexmining.com.
Every resolution for approval of the stockholders in this meeting will be introduced by a motion duly seconded through the online platform of the virtual meeting. The Chairman will then ask if there is any objection to the motion. If there is no objection, the motion will be carried without voting. If there is an objection to the motion, the house will be divided, and the voting on the resolution will be conducted.
The Voting procedures shall be as follows:
• 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.
• If the stockholder wants to cumulate his votes in the Election of Directors, the stockholder:
(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.
• In the event of a voting, 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.
The following votes: (a) votes of proxies with instructions; (b) votes submitted through the digital ballot sent for virtual meeting; and (c) votes of the Chairman as holder of proxies, will be counted if there is a voting on the resolution.