2024 Annual Stockholders’ Meeting of Bank of the Philippine Islands

As announced in the Notice of Annual Stockholders’ Meeting and SEC 20-IS posted March 25, 2024 on PSE Edge which may also be read here.

The Board of Directors, during its meeting on December 13, 2023, approved the holding of the Annual Stockholders’ Meeting of BPI for the year 2024 on 23 April 2024 at 9:00 o’clock in the morning. 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 located at 28/F Ayala Triangle Gardens Tower 2, Paseo de Roxas corner Makati Ave., Bel-Air, Makati City or by email to bpi-asm@bpi.com.ph not later than 5:00 P.M. of April 12, 2024. Validation of proxies is set on April 15, 2024 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 12, 2024. 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 2024 Annual Stockholders’ Meeting webcast at 9:00 a.m. on April 23, 2024, 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 Ayala Group Voting System discussed below, may also access the ASM webcast through the 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 12, 2024. 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 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.

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

Electronic Voting in Absentia

Stockholders as of record date, March 4, 2024, who wish to vote at the ASM on April 23, 2024, have the option of casting their votes on the matters in the Agenda via electronic voting in absentia, after complete registration in the Ayala Group Voting System. To access the Ayala Group Voting 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 Ayala Group Voting System. To register in the Ayala Group Voting System, Stockholders shall simply follow the instructions sent in the e-mail.

Registration Period. All registered accounts shall be subject to a post validation process set forth below. Only the votes cast by validated Stockholders shall be considered in the preliminary and final tally of votes. The deadline for registration to vote in absentia or via an absentee ballot is April 12, 2024. Stockholders may vote until the end of the meeting. 

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

A. For individual Stockholders

• Recent photo of the Stockholder, with the face fully visible (in JPG or PNG format). The file size should be no larger than 5MB; 
• Scanned copy of the Stockholder’s valid government-issued ID showing photo and personal details, preferably with residential address (in JPG or PDF format). The file size should be no larger than 5MB; 
• Valid and active e-mail address; 
• Valid and active contact number; 

B. For Stockholders with Joint accounts

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 PDF format). The file size should be no larger than 5MB; 

C.. For Stockholders under Broker accounts

• Broker’s certification on the Stockholder’s number of shareholdings (in JPG or PDF format). The file size should be no larger than 5MB;
• Recent photo of the stockholder, with the face fully visible (in JPG or PNG format). The file size should be no larger than 5MB;
• Scanned copy of the Stockholder’s valid government-issued ID showing photo and personal details, preferably with residential address (in JPG or PDF format). The file size should be no larger than 5MB;
• Valid and active e-mail address; 
• Valid and active contact number

D. For corporate Stockholders

• Secretary’s certificate attesting to the authority of the representative to vote for, and on behalf of the Corporation (in JPG or PDF format). The file size should be no larger than 5MB; 
• Recent photo of the Stockholder’s representative, with the face fully visible (in JPG or PNG format). The file size should be no larger than 5MB; 
• 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 PDF format). The file size should be no larger than 5MB; 
• Valid and active e-mail address of the Stockholder’s representative; 
• Valid and active contact number of the Stockholder’s representative. 

BPI Stock Transfer Office may be contacted 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 Ayala Group Voting System. Please ensure that you have prepared the aforementioned information and registration requirements. Stockholders should complete the online registration process. All registered accounts shall be subject to a post validation process.

1. Once the Stockholder has accessed the Ayala Group Voting System, read the Data Privacy Agreement, and check the box signifying agreement of processing personal information for the use of the Ayala Group Voting 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 Ayala Group Voting System account.

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

5. After the Stockholder has successfully created his/her Ayala Group Voting System account password and registered on the Ayala Group Voting System, he/she may immediately proceed to vote or may exit the Ayala Group Voting System to vote at a later date/time.

Verification of Stockholder Registrations. Voting will be allowed after successful registration of the Stockholder but votes will only be included in the preliminary and final tally after the Stockholder has been duly validated. The Stockholder will be advised by email if his/her vote has been considered or discarded.  If discarded, Stockholders may still vote through the Chairman of the Meeting as their proxy, by submitting a duly accomplished proxy form, on or before April 12, 2024.

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

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

• 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 registered Stockholder’s shares.
• 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.

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

3. The Ayala Group Voting System will prompt the Stockholder to confirm submission of his/her ballot. Votes cast electronically in absentia will have equal effect as votes cast by proxy.

4. After the digital ballot has been submitted, Stockholders 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 Ayala Group Voting 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 electronically 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 Ayala Group Voting System, please contact BPI Stock Transfer Office 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 Ayala Group Voting 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, 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.
• 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 Ayala Group Voting 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, on or before April 12, 2024.
• 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 4, 2024 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 23, 2024 to April 22, 2024. 
• 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 cast via Ayala Group Voting System shall replace the proxy votes issued by the registered Stockholder.
• Registered Stockholders using the Ayala Group Voting 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 Ayala Group Voting System with the “Log out” button provided for this purpose.
• The stability and availability of the internet-based Ayala Group Voting System for the 2024 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 Ayala Group Voting 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 Ayala Group Voting System for the 2024 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 Ayala Group Voting 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.