2024 DigiPlus Annual Shareholders’ Meeting

TO ALL STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders (“ASM”) of DigiPlus Interactive Corp. (the “Corporation” or “DigiPlus”) will be held on Friday, 26 July 2024, at 2:00 p.m. The ASM will be conducted in hybrid format (a combination of in-person for the Board of Directors and remote participation for the stockholders). The in-person meeting for the Board of Directors will be held in Grand Hyatt Manila, 8th Avenue corner 35th St., Taguig City, and shall be livestreamed via Zoom Teleconference for stockholders participating remotely.

The agenda of the meeting will be as follows:

1. Call to Order
2. Determination of Quorum
3. Approval of the Minutes of the Annual Meeting held on July 28, 2023
4. Management Report
5. Approval of Annual Report and Audited Financial Statements for the fiscal year 2023
6. Ratification of actions taken by the Board of Directors and Officers since the last annual meeting
7. Nomination and Election of Directors
8. Approval of the Incorporation of a new wholly-owned subsidiary
9. Approval of the Amendment of Articles II and III of the By-Laws to align with recent SEC regulations to expressly allow for the conduct of Stockholders’ and Board of Directors’ meetings virtually and for voting through remote communication, among others
10. Appointment of External Auditor
11. Ratification of the Grant of Employee Stock Option Shares to Directors and Officers
12. Other Matters
13. Adjournment

In accordance with the rules and regulations of the Securities and Exchange Commission, DigiPlus will also conduct the ASM via remote or electronic communication. Stockholders of record as of June 26, 2024 are entitled to notice of, and may attend and/or participate in, the ASM or any adjournment thereof via proxy and remote communication, and vote in absentia.

Should you choose to participate in the ASM via remote communication through Zoom Teleconference, please pre-register using the link: https://us06web.zoom.us/webinar/register/WN_Qp1pnQGER_egkgP34KtoGA on or before 12:00 p.m. on 17 July 2024. Stockholders who have successfully registered may cast their votes and will be provided the link to the meeting. Due to the limitations of available technology, voting will not be possible during the Teleconference, but participants may send in questions or remarks via e-mail, and vote through the submission of their respective signed proxy forms with the specific votes per item in the agenda that is subject to the shareholders’ approval.

If you wish to cast your votes as a stockholder, you may vote remotely or in absentia, or through proxy by sending your respective votes as well as the complete supporting documents by e-mail to [email protected] on or before 12:00 p.m. on 17 July 2024. The detailed registration and procedures for attendance and voting during the 2024 ASM will be posted in the Company’s website at https://digiplus.com.ph/asm2024/.

Stockholders who cannot attend the meeting in person may designate their authorized representative by submitting a Proxy instrument together with complete supporting documents in accordance with Sec. 57 of the Revised Corporation Code. Validation of the proxies shall be held on July 18, 2024 at the office of the Corporation’s transfer agent, Stock Transfer Services, Inc., Unit 34-D Rufino Pacific Tower, 6784 Ayala Avenue, Makati City. WE ARE NOT SOLICITING PROXIES.

To facilitate your registration of attendance, please have available some form of government-issued identification such as passport or driver’s license.

To access the Registration and Voting Process please click the link below:

For other ASM-related documents please see below:

• Definitive Information Statement
• Email Voting Form
• Proxy Voting Form: Individual Stockholder
• Proxy Voting Form: PCD/Participant Broker
• Proxy Voting Form: Corporate Stockholder