2025 Annual Stockholders’ Meeting of Bank of the Philippine Islands

BPI’s ASM will be held on Monday, April 21, 2025, 9:00 a.m., virtually via https://conveneagm.com/ph/BPI2025ASM. 

Yes, the use of remote modes of communication in participating and voting in absentia in meetings is allowed under SEC Memorandum Circular No. 6, Series of 2020, which is based on the relevant provisions of the Revised Corporation Code of the Philippines.

This is likewise allowed under the Bank’s By-Laws.

Lastly, this is part of the best practices 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. 

Protecting stockholders’ rights is of utmost importance to the Bank. As such, we are using the Voting System to enable stockholders to exercise their voting rights, even if they cannot be physically present in the meeting. The Voting System also facilitates attainment of quorum, which is vital for voting and making decisions.

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.

Only stockholders of record as of March 3, 2025 (the “Record Date”), may participate or attend the ASM.

Stockholders may only attend the meeting through the following: (i) participation by remote communication; (ii) voting in absentia; or (iii) appointing a proxy.

Note that electronic voting in absentia and participation by remote communication shall be allowed only through complete registration and successful validation in the Voting System.

More information on the registration process, technical requirements, and basic troubleshooting steps for the Voting System are available under the Voting System section of this FAQ. 

Stockholders may access the link https://conveneagm.com/ph/BPI2025ASM  to create an account and register in the Voting System.

Stockholders should complete the online registration and submit the requirements for validation. Once the online registration has been completed and validated, access to the digital ballot will be available for the Stockholders to cast their votes.

Stockholders as of Record Date, who are also stockholders of the other publicly listed corporations in the Ayala group must access the Voting System separately, using the corporation's specified platform link, to register and gain access to the respective corporation's digital ballot and ASM webcast livestream.

The following are needed for registration:

a. For individual stockholders:

i. A scanned copy of the stockholder’s valid government-issued ID showing photo and personal details, preferably with residential address (in JPG or PNG or PDF format). The file size should be no larger than 12MB;

ii. A valid and active email address;

iii. A valid and active contact number 

b. For stockholders with joint accounts:

A scanned copy of an authorization letter signed by all stockholders, identifying who among them is authorized to cast the vote for the account (in JPG or PNG or PDF format). The file size should be no larger than 12MB

c. For stockholders under Broker accounts:

i. A broker’s certification on the stockholder’s number of shareholdings (in JPG or PNG or PDF format). The file size should be no larger than 12MB;

ii. A scanned copy of the stockholder’s valid government-issued ID showing photo and personal details, preferably with residential address (in JPG or PNG or PDF format). The file size should be no larger than 12MB;

iii. A valid and active e-mail address;

iv. A valid and active contact number 

d. For corporate stockholders:

i. A secretary’s certificate attesting to the authority of the representative to vote for, and on behalf of the Corporation (in JPG or PNG or PDF format). The file size should be no larger than 12MB;

ii. A scanned copy of the valid government-issued ID of the stockholder’s representative showing photo and personal details, preferably with residential address (in JPG or PNG or PDF format). The file size should be no larger than 12MB;

iii. A valid and active e-mail address of the stockholder’s representative;

iv. A valid and active contact number of the stockholder’s representative

The validation process in the Voting System will be completed by the Bank no later than three (3) business days from the date of the stockholder’s complete registration. The stockholder’s Dashboard in the Voting System will indicate the status of registration.

Once validated, the stockholder will receive an e-mail confirmation on their successful registration.

Incomplete or inconsistent information may result in an unsuccessful registration.

As a result, you will not be allowed access to vote electronically in absentia but may still vote by submitting a duly accomplished proxy form on or before April 11, 2025.

The Voting System will be open for registration on March 26, 2025.

The deadline for registration to vote in absentia is April 11, 2025.

Registered stockholders may vote until the end of the meeting.

All agenda items indicated in the Notice of the Meeting will be set out in the digital ballot in the Voting System and the registered stockholder may vote as follows:

a. For items other than the Election of Directors, the registered stockholder has the option to vote: For, Against, or Abstain. The vote is considered cast for all the shares of the registered stockholder.

b. For the Election of Directors, the registered stockholder may either: (1) vote for all nominees, (2) not vote for any of the nominees, or (3) vote for some nominees only, in such number of shares as preferred by the stockholder, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected.

c. The votes cast electronically in absentia will have equal effect as votes cast by proxy.

d. Stockholders may still cancel or change their votes until the end of the voting period.

Stockholders may opt to cancel/edit his/her votes until the end of the ASM. 

Stockholders who do not intend to vote but would like to watch the ASM may participate by remote communication.

It is important to remember that if you choose to participate by remote communication, you will not have access to the digital ballot, and therefore, you will not be able to vote.

If you wish to vote, please refer to the section on Electronic Voting In Absentia. 

Stockholders intending to participate by remote communication should notify the Bank by emailing bpi-asm@bpi.com.ph on or before April 11, 2025. 

Together with the notification, stockholders should provide the following validation requirements: 

a. For individual stockholders:

i. A scanned copy of the stockholder’s valid government-issued ID showing photo and personal details, preferably with residential address (in JPG or PNG or PDF format). The file size should be no larger than 12MB;

ii. A valid and active contact number;

b. For stockholders under Broker accounts:

i. A broker’s certification on the stockholder’s number of shareholdings (in JPG or PNG or PDF format). The file size should be no larger than 12MB

ii. A scanned copy of the stockholder’s valid government-issued ID showing photo and personal details, preferably with residential address (in JPG or PNG or PDF format). The file size should be no larger than 12MB;

iii. A valid and active contact number

c. For corporate stockholders:

i. A secretary’s certificate attesting to the authority of the representative to vote for, and on behalf of the Corporation (in JPG or PNG or PDF format). The file size should be no larger than 12MB;

ii. A scanned copy of the valid government-issued ID of the stockholder’s representative showing photo and personal details, preferably with residential address (in JPG or PNG or PDF format). The file size should be no larger than 12MB;

iii. A valid and active contact number of the stockholder’s representative

After successful validation, you will receive an email from the Voting System with instructions to sign up for the meeting livestream. Access to the meeting livestream will be available on your dashboard on 21 April 2025. 

Validated stockholders who attended the meeting remotely shall be included in the determination of quorum at the Meeting, together with the Stockholders who voted in absentia and by proxy. 

Stockholders intending to participate by appointing a proxy should submit their duly accomplished proxy forms and voting instructions on or before April 11, 2025, to the Office of the Corporate Secretary at 28/F Ayala Triangle Gardens Tower 2, Paseo de Roxas Cor. Makati Avenue, Bel-Air, Makati City, or by emailing the form to bpi-asm@bpi.com.ph.

The validation of proxies is set for April 14, 2025, at 2:00 P.M.

Duly validated proxies appointing the Chairman of the ASM as proxy shall be counted for quorum and voting purposes.

Proxies other than the Chairman of the ASM must attend remotely through a link to the meeting livestream to be provided by BPI.

If the stockholder appointed the Chairman as his/her proxy, the votes cast by the stockholder in the Voting System will replace the votes cast by the proxy.

If, however, the stockholder appointed somebody else other than the Chairman as his/her proxy, the stockholder may only revoke by written notification. The Bank may reach need to reach out to the stockholder clarify his/her intention.  

Stockholders who, for whatever reason, are unable to register on the Voting System or participate by remote communication, may participate by appointing a proxy. 

Stockholders may send their questions and/or remarks prior to or during the ASM by e-mail to bpi-asm@bpi.com.ph.

A link to the recorded webcast of the ASM will be posted on the Bank’s website. 

Stockholders have two weeks from posting to raise any issues, clarifications and concerns on the ASM by e-mail to bpi-asm@bpi.com.ph.

For other inquiries and comments, please send us a message or call our 24-hour BPI Contact Center (+632) 889-10000.

Here is the step-by-step process to register in the Voting System:

1. Access the Voting System through https://conveneagm.com/ph/BPI2025ASM. 

2. Click the “Register as a Stockholder” button. 

3. Read and agree to the Data Privacy Statement. 

4. Enter the information required and upload the required documents. 

5. After submitting said information and requirements online, a stockholder shall receive an email confirming receipt his/her registration and verifying his/her email address. Please click the “Verify Your Email” button.

6. After verifying your email address, you will be directed to the account creation page and be required to nominate a password to access the Voting System. Once your registration form has been validated by the Bank, the digital ballot will be available for you to cast your votes.

Once registered and validated, stockholders may access the Voting System by following these steps: 

1. Go to https://conveneagm.com/ph/BPI2025ASM

2. Select “Sign In”

3. Provide your e-mail address and password

4. Click on “Sign In”

In case you have forgotten your password:

1. Go to https://conveneagm.com/ph/BPI2025ASM and input your email address.

2. Select “Forgot Password”?

3. Enter your email address to receive the password reset instructions

4. Select “Continue”

5. Open the email send by the Voting System and click the link to reset your password.

For optimal experience, the following are the minimum requirements for the devices and browsers that users may use to watch the webcast of the proceedings:

• Desktop or laptop running Windows 10 (Microsoft Edge v121, Chrome v122, Firefox v123) and above or MacOS Sonoma (Microsoft Edge v121, Chrome v121, Safari v17) and above
• Tablet or mobile phone running Android 12.0 (Chrome v122, Microsoft Edge 2020 v121, Firefox v122) and above or iOS 17.2 (Chrome v122, Microsoft Edge v121, Safari v17.2) and above.

You may follow these basic troubleshooting streps:

a. Make sure your device is connected to the internet.

b. For Windows Laptop/Desktop users, clear your browser cache by opening your browser.

• i. Click on Tools located at the upper right corner
• ii. Click Internet Options
• iii. Under General Tab, click the Delete button under Browsing History, then click OK
• iv. Try to open the browser and access https://conveneagm.com/ph/BPI2025ASM

c. For Google Chrome

• i. Open your browser and click on the 3 dots on the upper right corner.
• ii. Go to History tab, and click on Delete Browsing Data on the left panel 
• iii. You may also press Ctrl+Shift+Del keys on your keyboard to delete browsing data
• iv. Try to open the browser and access https://conveneagm.com/ph/BPI2025ASM 

d. For Mozilla Firefox

• i. Click and open the Menu icon on your browser
• ii. Click on “Options”
• iii. Go to “Privacy and Security”
• iv. Under the History tab, click on “Clear History”
• v. Try to open the browser and access https://conveneagm.com/ph/BPI2025ASM

e. You may also try to open the link in Incognito mode

You may follow these steps:

a. Check if your internet speed is sufficient by running a speed test. Results should show at least 4 to 5 Mbps.

b. For Laptop/Desktop users, check if there is still enough CPU and Memory available. Lack of memory or a slow processor can cause video to stutter or not play at all. Try closing other programs while viewing the webinar.  

If the computer is an older version, it may simply be too slow to play the livestream. Please use an alternate device such as a smartphone or tablet.

If you are connected via Wi-Fi, make sure no other device is connected, especially those accessing video streaming. Video streaming consumes the bandwidth of your internet.

Stockholder’s data will be collected, stored, processed and used exclusively for the purposes of electronic registration in the Voting System for the 2025 Annual ASM and validation of voting results.

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 Privacy Policy | BPI.

1. Access the Voting System through https://conveneagm.com/ph/BPI2025ASM. 

2. Click the “Register as a Stockholder” button. 

3. Read and agree to the Data Privacy Statement. 

4. Enter the information required and upload the required documents. 

5. After submitting said information and requirements online, a stockholder shall receive an email confirming receipt his/her registration and verifying his/her email address. Please click the “Verify Your Email” button.

6. After verifying your email address, you will be directed to the account creation page and be required to nominate a password to access the Voting System. Once your registration form has been validated by the Bank, the digital ballot will be available for you to cast your votes.