Annual Stockholders' Meeting 2024 Frequently Asked Questions

Ayala Group Voting System

1.   Why are you using this Ayala Group Voting System for stockholders’ voting at the 2024 ASM?

Voting through remote communication or electronically in absentia enables stockholders or members to exercise their voting rights, even if they cannot be physically present in the meeting. Protecting stockholders’ rights is of utmost importance not just for ASMs, but also for other regular and special corporate meetings. The online voting system also better facilitates attainment of quorum, which is vital for voting and making decisions. Members who participate through in-absentia voting are considered present for quorum purposes.

This is also in support of the Bank’s digital initiative of hosting the 2024 Annual Stockholders’ Meeting via remote communication where the virtual ASM will be livestreamed over the internet.

2.   Is the use of this electronic voting in absentia system authorized or allowed by the Securities and Exchange Commission (SEC) or Bangko Sentral ng Pilipinas (BSP)?

Yes. The use of such tools for remote communication at an annual stockholders meeting is in line with SEC Memorandum Circular No. 6, series of 2021. This is also provided for in the Revised Corporation Code and the Bank’s By-Laws. Lastly, this is also part of best practice recommended by the ASEAN Corporate Governance Scorecard. In this respect, the BSP’s regulations on corporate governance and upholding stockholders’ rights are aligned with regulatory expectations.

3.   Who can vote or use this Ayala Group Voting System?

Stockholders as of record date, March 4, 2024 who have successfully registered on Ayala Group Voting System can access and vote on the Ayala Group Voting System.

4.   How can I access the live ASM feed?

Once the ASM has started, a button that says “Click here to go to live ASM” will appear on the shareholder dashboard in the Ayala Group Voting System. Upon clicking this button, the verified shareholder will be automatically registered and redirected to the ASM live webcast.

Registering on the Ayala Group Voting System

1.   I am also a stockholder in other Ayala publicly-listed companies (PLC) and have used this Ayala Group Voting System for voting at their ASM. Can I just use my registration there for BPI’s ASM?

Yes. Stockholders who, as of record date, are also Stockholders of the other publicly listed corporations in the Ayala group only need to register one account in the Ayala Group Voting System and may “Add another company” in their respective profiles, as applicable. The digital ballot for each corporation shall be separately accessed from the Stockholder’s Dashboard in the Ayala Group Voting System and votes shall be cast per corporation.

2.   Since the ASM will be livestreamed, can I just vote through that livestream link?

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

3.   Until when can I register on the Ayala Group Voting System?

The deadline for registration is April 12, 2024.  Once registered, a Stockholder may already vote. Voting can be done until the end of the meeting.

4.   What happens if I am unable to register on the Ayala Group Voting System? Can I still participate and vote at the ASM?

Stockholders who, for whatever reason, will be unable to register on the Ayala Group Voting System, may still vote through the Chairman of the Meeting as proxy, and submit the duly accomplished proxy to the Office of the Corporate Secretary located at 28/F Ayala Triangle Gardens Tower 2, Paseo de Roxas Cor. Makati Ave., Bel-Air, Makati City or by email to bpi-asm@bpi.com.ph not later than 5:00 PM of April 12, 2024. Validation of proxies is set on April 15, 2024, at 2:00 P.M.

5.   I am a long-standing stockholder of BPI. I own a significant number of shares and many BPI officers and/or members of the Board know me. Why do I still have to register on the Ayala Group Voting System?

The registration and validation procedures are designed to confirm your identity, protect your shareholder rights by securely transmitting your voting instructions and allowing you to verify that your instructions have been properly recorded. This is also to minimize the risk of identity theft and update stockholder records.

6.   Are there any limitations when uploading a document?

Yes, for recent photos, the system accepts JPG or PNG file types. For other documents (e.g. certificates, recent government ID), the Ayala Group Voting System accepts JPG, PNG and PDF file types. Please also note that file size must not be larger than 5MB.

7.   Can I register and vote without submitting the aforementioned information and registration requirements?

No. Only Stockholders who have submitted the information and registration requirements, completed the online registration process and received confirmation of their registration from the Bank can vote on or before the ASM.

8.   What if my ID photo is very different from my gov’t issued ID or my address or name/status has changed recently and has not yet been reflected in my ID?

Stockholder’s online registration cannot be completed if mandatory requirements are incomplete or conflicting. Such submissions may also result in an unsuccessful registration.

For any clarifications on the registration on the electronic Ayala Group Voting System, please contact BPI Stock Transfer Office through email at bpi-asm@bpi.com.ph.

9.   Can I register and vote without agreeing to the Data Privacy provisions stated in the Ayala Group Voting System? Can I register and vote without agreeing to receive communication and updates from BPI? What will be done to my personal information (including ID photo and scan of gov’t-issued photo ID)?

No. Agreement with the Data Privacy provisions is part of the registration process of the Ayala Group Voting System, without which the proper conduct of voting on the system cannot be done. Please read the Bank’s Data Privacy Policy on the website for more information at https://www.bpi.com.ph/about-bpi/governance/data-privacy.

10. I have multiple accounts as a stockholder. Should I register repeatedly for each account?

No. After successful registration, once you are logged-in on the Ayala Group Voting System to vote, you should see all of your accounts that are under your name. This includes any AND/OR accounts. Shares owned by an AND/OR account will not be consolidated with the shares owned as an individual stockholder. Only the registration of the stockholder who is authorized to vote for the joint or AND/OR account as stated in the authorization letter will be approved. The authorization letter should be signed by all stockholders in said joint account. This must also be in a digital, JPG, or PDF format with a file size not larger than 5 MB.

11. I can’t create or do not have a current email address. Can I still register on Ayala Group Voting System?

No. Shareholders will need to have an existing/active email address to be able to register on Ayala Group Voting System. The Ayala Group Voting System will require an email address upon registration. BPI will also use the email address to notify the shareholders of any information regarding their registration and/or voting on the system.

12. How long will it take before I know if I’ve registered successfully on Ayala Group Voting System?

A Stockholder whose registration has been verified will be notified by email 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 e-mail notification to the Stockholder will indicate the status of the Stockholder’s registration, i.e., if registration has been successful or unsuccessful.

13. What should I do if I haven’t received feedback on my registration after three (3) business days?

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. BPI Stock Transfer Office can be contacted through email at bpi-asm@bpi.com.ph.

Participation in Determination of Quorum

1.   I wish to be recognized as part of the quorum at the ASM. Will voting on the Ayala Group Voting System accomplish this?

Stockholders who wish to be recognized as part of the 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 12, 2024. For validation purposes, Stockholders shall also provide 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 electronically or in absentia or 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 Ayala Group Voting System on the date set for the Meeting as indicated in the Corporation’s Notice of the Meeting.

2.   Under the current situation, what constitutes as quorum?

Under the virtual ASM where no stockholders can physically attend the meeting, quorum will be made up of the holders of record of a majority of the stock issued and outstanding and entitled to vote, represented by proxy votes and absentee votes or those cast in absentia.

Voting on the Ayala Group Voting System

Livestream - Zoom Webinar

1.   If I vote in absentia, will that carry the same as voting in person or by proxy?

Yes. Votes cast in absentia will have equal effect as votes cast in person or by proxy.

2.   How will I know what to vote for when I am on the Ayala Group Voting System?

All agenda items indicated in the Notice of the Annual Stockholders’ Meeting will be set out in the electronic absentee ballot. There is no need to have a hard or printed copy of the Notice of Annual Stockholders’ Meeting or Proxy Form.

3.   Can I trust that what i vote for on the Ayala Group Voting System is what will be voted for at the annual stockholders’ meeting?

Yes. We also do not expect that any other matters will be brought before the Annual Stockholders’ Meeting as said agenda has also been submitted and noted by the SEC.

4.   How do I finish voting on the Ayala Group Voting System?

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. The Ayala Group Voting System will prompt the Stockholder to confirm submission of his/her ballot.

5.   Will I be able to see what I voted for on the Ayala Group Voting System?

Yes. After submitting his/her ballot, a summary of the votes cast will appear on the Stockholder’s dashboard.

6.   Can I still change my votes on Ayala Group Voting System after submitting them?

No. After the electronic ballot has been submitted, the registered Stockholder may no longer make any changes.

7.   Is vote counting done on the Ayala Group Voting System? What if the system has errors?

The Office of the Corporate Secretary will count and tabulate the votes cast electronically in absentia through the Ayala Group Voting System 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.

8.   What if I vote by proxy and also vote on Ayala Group Voting System? What happens to my votes?

If a registered Stockholder avails of the option to vote electronically via absentee ballots on Ayala Group Voting System and also issues proxy votes with differing instructions, the absentee ballots cast on Ayala Group Voting System shall replace the proxy votes issued by the registered Stockholder.

9.   Whom may I call or contact regarding my questions/to assist me on the Ayala Group Voting System?

For any clarifications on the registration on the electronic Ayala Group Voting System, please contact BPI Stock Transfer Office through email at bpi-asm@bpi.com.ph. The Ayala Group Voting System also has the “Contact us” menu, where you may type in your query and send a message. Your message will be received by the company. If needed, further coordination with your company will take place outside the Ayala Group Voting System.

10. If I do not have internet access or is intermittent, should I still register and vote on the Ayala Group Voting System?

Stockholders who, for whatever reason, will not be able to register on the Ayala Group Voting System, may still vote through the Chairman of the Meeting as proxy, by submitting a duly accomplished proxy form on or before April 12, 2024. Duly accomplished proxies shall be submitted to the Office of the Corporate Secretary located at 28/F Ayala Triangle Gardens Tower 2, paseo de Roxas Cor. Makati Ave., Bel-Air, Makati City or by email to bpi-asm@bpi.com.ph not later than 5:00 P.M. of April 2024. Validation of proxies is set on April 15, 2024 at 2:00 P.M.

1.   Can I test if zoom is working on my laptop before the livestream?

Yes. Please go to https://zoom.us/test and click “Join”.