Friday, June 24, 2022 10:33:20 AM
To The Stockholders of Propanc Biopharma, Inc.:
This notice and the enclosed Information Statement is being furnished by the Board of Directors (the “Board”) of Propanc Biopharma, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), to the holders of record (the “Stockholders”) of shares of our common stock, par value $0.001 (the “Common Stock”), and shares of our preferred stock, $0.01 par value per share (the “Preferred Stock”), at the close of business on May 16, 2022, (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of the enclosed Information Statement is to notify our Stockholders of actions taken by written consent of the holders of a majority of our voting stock. On May 16, the Company received written consents in lieu of a meeting by unanimous vote of our directors and a majority stockholder holding 128,121,545 votes representing 52.43% of the outstanding voting power of the Company (the “Majority Stockholder”) approving the following actions by the Company (the “Actions”):
1. Approval of a Certificate of Amendment to our Certificate of Incorporation effecting an increase in our authorized shares of Common Stock from 1,000,000,000 to 3,000,000,000 (the “Increase in Authorized Shares”).
2. Approval of a Certificate of Amendment to our Certificate of Incorporation effecting, at the discretion of our Board, a reverse stock split of the Common Stock at a reverse stock split ratio in the range of between 1-for-10 and 1-for-1,000 (the “Reverse Stock Split”), which specific ratio will be determined by our Board at its sole discretion prior to the filing the Certificate of Amendment.
Accordingly, your consent is not required and is not being solicited in connection with the approval of the Actions. The Actions and the Certificate of Amendments will become effective when we file the Certificate of Amendments with the Secretary of State of the State of Delaware. The Certificate of Amendments will not be filed and the Actions will not become effective until a date that is at least 20 days after the enclosed Information Statement is first mailed or otherwise delivered to our Stockholders.
This Information Statement is being mailed on or about June 10, 2022, to the Stockholders on the close of business on the Record Date.
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