2023 Annual Stockholders’ Meeting of Bank of the Philippine Islands

As announced in the Notice of Annual Stockholders’ Meeting and SEC 20-IS posted March 28, 2023 on PSE Edge which may also be read here.

The Board of Directors, during its meeting on December 15, 2022, approved the holding of the Annual Stockholders’ Meeting of BPI for the year 2023 on 27 April 2023 at 9:00 o’clock in the morning. Given the current circumstances, and as provided for in SEC Memorandum Circular No. 6, series of 2020 and the Revised Corporation Code, the Annual Stockholders’ Meeting shall be held in a fully virtual format, hence, stockholders may only attend the meeting by remote communication, by voting in absentia, or by appointing the Chairman of the meeting as their proxy.

Duly accomplished proxies shall be submitted to the Office of the Corporate Secretary, Ayala North Exchange Tower 1, 6796 Ayala Avenue cor. Salcedo St., Legaspi Village, Makati City or by email to bpi-asm@bpi.com.ph not later than 5:00 P.M. of April 17, 2023. Validation of proxies is set for April 18, 2023 at 2:00 P.M.

Stockholders may participate by remote communication or vote in absentia subject to validation procedures. Stockholders intending to participate by remote communication should notify the Company by email to bpi-asm@bpi.com.ph on or before April 17, 2023. The procedures for participating in the meeting through remote communication and for casting of votes in absentia will be set forth in the Information Statement.

All email communications should be sent to bpi-asm@bpi.com.ph on or before the designated deadlines.

Access to ASM Webcast/Livestreaming

To access the 2023 Annual Stockholders’ Meeting webcast at 9:00 A.M. on April 27, 2023, Stockholders (“Stockholders”) may enter in their web browser the following URL address for the livestreaming, http://www.ayalagroupshareholders.com/ as also provided and indicated in the Corporation’s Notices and Definitive Information Statement.

Stockholders as of Record Date who have also registered themselves on the Voting in Absentia & Shareholder (VIASH) system discussed below, may also access the ASM webcast through the VIASH system by clicking the ASM live feed access button.

Clarity of video and audio transmission will depend on the communication and network environment. A Wi-Fi environment is recommended for comfortable viewing on smartphones or tablets. Communication charges to view such webcast or live streaming is at the viewer's expense.

BPI shall provide a notification on the company website if for some reason the ASM webcast or live streaming cannot be provided.

For assistance with the ASM webcast and other ASM-related queries, stockholders may contact the company at bpi-asm@bpi.com.ph.

Determination of Quorum for the ASM by Remote Communication

Stockholders who wish to be recognized in the determination of the existence of a quorum at the ASM are requested to notify the Bank of their intention to participate in the Meeting by remote communication through an email to bpi-asm@bpi.com.ph on or before April 17, 2023. For validation purposes, Stockholders shall also provide BPI with the following information: (i) name; (ii) address; (iii) telephone number.

Only those Stockholders who have notified the Bank of their intention to participate in the Meeting by remote communication, together with the Stockholders who voted in absentia and by proxy, will be included in determining the existence of a quorum. A Meeting livestreaming access button will be available in the Stockholder’s dashboard in the VIASH System on the date set for the Meeting as indicated in the Corporation’s Notice of the Meeting.

Stockholders participating by remote communication may vote anytime until the end of the Meeting using the digital ballot in the VIASH System. 

Electronic Voting in Absentia

Stockholders as of record date, March 10, 2023, who wish to vote at the ASM on April 27, 2023, have the option of electronic voting in absentia on the matters in the Agenda after complete registration and successful validation in the Voting in Absentia and Shareholder (VIASH) system. To access the VIASH system, Stockholders are required to provide their active, primary electronic mail (e-mail) addresses to the Company by informing (a) BPI, (b) their brokerage firm, or (c) stock transfer office handling stockholders of BPI. Stockholders with e-mail addresses on record with BPI shall be sent an e-mail with a link to the VIASH System. To register in the VIASH System, Stockholders shall simply follow the instructions sent in the e-mail.

Registration Period. The deadline for registration to vote in absentia or via an absentee ballot is on or before April 17, 2023. Beyond this time and date, a Stockholder may no longer avail of the option to vote in absentia.

Registration Requirements. The following are needed for the online registration:

A. For individual Stockholders

• A recent photo of the Stockholder with the face fully visible. This photo must be in a digital, JPG or PNG format with a file size no larger than 5 MB;
  
• A scanned copy of the front and back portions of the Stockholder’s valid government-issued photo ID, preferably with residential address. This must also be in a digital, JPG or PDF format with a file size no larger than 5MB; Valid types of government-issued photo IDs include the following: Driver’s License, Passport, Unified Multi-Purpose ID, Professional Regulation Commission ID, SSS ID, Pag-Ibig ID, and Senior Citizen ID.
• Valid and active e-mail address;
• Valid and active contact number (landline or mobile number)
  

B. For Stockholders with Joint accounts

In addition to the above requirements, a scanned copy of an authorization letter signed by all Stockholders on who among them is authorized to cast the vote for the account. This must also be in a digital, JPG or PDF format with a file size no larger than 5 MB;

C. For Stockholders under Broker accounts

• A scanned copy of the broker’s certificate on the Stockholder’s number of shareholdings. This must also be in a digital, JPG or PDF format with a file size no larger than 5MB;
  
• A recent photo of the Stockholder with the face fully visible. This photo must be in a digital, JPG or PNG format with a file size no larger than 5MB;
• A scanned copy of the front and back portions of the Stockholder’s valid government-issued photo ID, preferably with residential address. This must also be in a digital, JPG or PDF format with a file size no larger than 5MB; Valid types of government-issued photo IDs include the following: Driver’s License, Passport, Unified Multi-Purpose ID, Professional Regulation Commission ID, SSS ID, Pag-Ibig ID and Senior Citizen ID.
• Valid and active email address;
• Valid and active contact number (landline or mobile number)
  

D. For corporate Stockholders

• A scanned copy of a Secretary’s Certificate attesting to the authority of the representative to vote for and on behalf of the Corporation. This must be in a digital, JPG or PDF format with a file size no larger than 5 MB;
  
• A recent photo of the Stockholder’s representative with the face fully visible. This photo must be in a digital, JPG or PNG format with a file size no larger than 5MB;
• A scanned copy of the front and back portions of the valid government-issued photo ID of the Stockholder’s representative, preferably with residential address. This must also be in a digital, JPG or PDF format with a file size no larger than 5MB; Valid types of government-issued photo IDs include the following: Driver’s License, Passport, Unified Multi-Purpose ID, Professional Regulation Commission ID, SSS ID, Pag-Ibig ID, and Senior Citizen ID.
  
• Valid and active email address of the Stockholder’s representative;
• Valid and active contact number of the Stockholder’s representative (landline or mobile number)
  

BPI Stock Transfer Office may be contacted at telephone numbers 8580-4693 to 95 or through email at bpi-asm@bpi.com.ph.

Online Registration Procedure. Stockholders who have received an email from the Corporation discussing the electronic voting in absentia system may simply follow the instructions provided therein. Stockholders may also visit the BPI website at www.bpi.com.ph for information and instructions. Stockholders may also visit the designated online web address: http://www.ayalagroupshareholders.com/ to create an account and register in the VIASH System. Please ensure that you have prepared the aforementioned information and registration requirements. Stockholders should complete the online registration process. Online registrations will be submitted to BPI for validation.

1. Once the Stockholder has accessed the VIASH site, read the Data Privacy Agreement, and check the box signifying agreement of processing personal information for the use of the electronic VIASH system. Confirm that you agree to also receive communication and updates from BPI as a stockholder of the Bank and check the box signifying agreement with the Data Privacy statement.

2. Enter the information required in the respective fields and upload the digital copies of your current photo and valid government-issued photo ID. When all information and digital copies have been uploaded, please click the “Submit” button.

3. After submitting said information and requirements online, a Stockholder shall receive an email acknowledging his/her registration which includes a one-time security code to be used in setting up a password for the Stockholder’s VIASH account.

4. The Stockholder should then proceed to return to the VIASH site to enter the one-time security code and create an 8-character password for his/her VIASH system account.

5. After the Stockholder has successfully created his/her VIASH system account password, he/she may exit the VIASH system upon which the verification process will begin.

Verification of Stockholder Registrations. A Stockholder whose registration has been verified will be notified of approval or disapproval of the registration within three (3) business days from the Stockholder’s receipt of an e-mail acknowledging his/her registration. The Stockholder’s dashboard in the VIASH System will indicate the status of the registration. Please call or contact the BPI Stock Transfer Office in case you have not received any notification within three (3) business days from receipt of an email acknowledging your registration. The e-mail notification to the Stockholder will indicate the status of the Stockholder’s registration, i.e., if registration has been successful or unsuccessful. Registered Stockholders have until the end of the Meeting to cast their votes in absentia.

Online Voting Procedure. Please log in into the VIASH system using the email address you provided for VIASH registration and your VIASH account password.

1.All agenda items indicated in the Notice of the Annual Stockholders’ Meeting will be set out in the electronic absentee ballot and the registered Stockholder may vote as follows:

• For each item, a registered Stockholder has the option to vote “For”, “Against”, or “Abstain” (click correspondingly on “For”, “Against”, or “Abstain”). The vote is considered cast for all the registered Stockholder’s shares.
  

2. Once the registered Stockholder has finished voting on the Agenda items, he/she can proceed to submit his/her electronic ballot by clicking the “Submit” button.

3. The VIASH system will prompt the Stockholder to confirm submission of his/her ballot. Votes cast in absentia will have equal effect as votes cast by proxy.

4. The registered Stockholder will then be redirected to an online webpage containing a summary of the votes cast. After the electronic ballot has been submitted, the registered Stockholder may no longer change their votes except by submitting a duly accomplished proxy form within the set deadline.

5. This completes the steps for electronic voting in absentia on the VIASH System. The Stockholder may then exit and close the system by clicking the “Log out” button.  

The Office of the Corporate Secretary will count and tabulate the votes cast in absentia together with the votes cast by proxy. An independent third party will validate the voting results. The Corporate Secretary shall report the results of voting during the Meeting.

For any clarifications on the registration on the electronic Voting in Absentia System, please contact BPI Stock Transfer Office at telephone numbers 8580-4693 to 95 or through email at bpi-asm@bpi.com.ph.

Other Important Information regarding the ASM

Stockholders may send their questions and/or comments prior to or during the Meeting to bpi-asm@bpi.com.ph. Please limit questions and/or comments to the items in the Agenda of the meeting.

A link to the recorded webcast of the Meeting will be posted on the Bank’s website after the Meeting. Stockholders shall have two weeks from posting to raise to the Bank any issues, clarifications and concerns on the Meeting conducted.

Please take note that the following conditions apply exclusively to the use of VIASH system and voting electronically via absentee ballot. The conditions for a stockholder to exercise his or her rights by other means remain unaffected by them.

Reminders

• Stockholders who are also stockholders as of record date of the other publicly listed corporations in the Ayala group need only to register one account in the VIASH System. The digital absentee ballot for each corporation shall be separately accessed from the Stockholder’s Dashboard in the VIASH System and votes shall be cast per corporation.
• Considering the prevailing extraordinary circumstances in relation to COVID-19, BPI shall allow electronic signature for the required documents, as applicable. Notarization requirement shall also be dispensed with at this time. However, BPI reserves the right to request additional information, and original signed and notarized copies of these documents at a later time.
• A Stockholder’s online registration cannot be completed if any of the mandatory requirements are not submitted. Incomplete or conflicting documents may also result in an unsuccessful registration.
• Stockholders who, for whatever reason, will not be able to register on the VIASH system, will not be allowed access to vote electronically in absentia, but may still vote through the Chairman of the Meeting as proxy, by submitting a duly accomplished proxy form not later than 5:00 P.M. of April 17, 2023.
• We recommend that Stockholders register online early within the Registration Period, so that in the event of technical faults, possible remedies can be made to be able to register on time.
• Stockholders of record as of March 10, 2023 will be entitled to notice and to vote at the Meeting. For this purpose and in accordance with the Bank’s Amended By-Laws, the Stock and Transfer Book of BPI will be closed from March 28, 2023 to April 26, 2023.
• If a registered Stockholder avails of the option to vote electronically via absentee ballots and also issues proxy votes with differing instructions, the absentee ballots provided via electronic Voting in Absentia system shall replace the proxy votes issued by the registered Stockholder.
• Registered Stockholders using the VIASH system are to keep their personal access data safe and secure so that no unauthorized party can use their personal access data. Registered Stockholders must properly close the VIASH system with the “Log out” button provided for this purpose.
• The stability and availability of the internet-based VIASH system for the 2023 BPI Annual Stockholders’ Meeting may be subject to fluctuations and interruptions according to the state of technology. BPI cannot influence the availability, operability, stability, and reliability of the telecommunications network and any third-party internet services used. If, in spite of all security precautions, we identify unauthorized interference with the internet-based VIASH system by unauthorized third parties, we reserve the right to interrupt its use or end it prematurely without further announcement.
  

Data Privacy. Stockholder’s data will be collected, stored, processed and used exclusively for the purposes of electronic registration in the VIASH system for the 2023 Annual Stockholders’ Meeting. In order to meet privacy obligations under the Data Privacy Act of 2012, Stockholder’s registrations will be stored in accordance with the statutory retention periods. More details on the data protection statement are on the BPI website.

Exclusion of liability. BPI does not assume any warranty or liability for the operability, availability, stability, and reliability of the VIASH system. Irrespective thereof, BPI does not assume any liability for the third-party internet services and network elements used. Furthermore, BPI does not assume any responsibility for defects and errors of the hardware and software used for the exercise of the voting right over the internet including those of any service companies employed. The exclusion of liability does not apply to the extent that BPI or its vicarious agents have acted intentionally or with gross negligence.