Philippine Business Bank: Notice of Annual Stockholders’ Meeting

MANILA, Philippines — Notice is hereby given that pursuant to Section 4, Article II of the Amended By-Laws, the Annual Stockholder’s Meeting of Philippine Business Bank ("PBB") will be held on Wednesday, July 27 at 2:00 p.m. to be conducted virtually via Zoom, due to the COVID-19 pandemic situation, to confirm and ratify the following agenda, to wit:

1. Call to Order
2. Proof of Notice of Meeting
3. Certification of Quorum
4. Approval of the Minutes of the Annual Stockholders Meeting held on June 25, 2021
5. President & CEO’s report on management operations for 2021
6. Ratification of the Audited Financial Statements for the year ending 31st December 2021
7. Ratification of Past Actions of the Board and of Management
8. Ratification/Confirmation of the appointment of external auditor by the Board of Directors
9. Election of Directors for 2022-2023
10. Approval of the Amendment of the Bank’s Article 7 of the Articles of Incorporation
11. Other Matters
12. Adjournment

Only Stockholders of Record as of 5:30 p.m. of July 06 shall be entitled to vote at this meeting.

REQUIREMENTS AND PROCEDURES FOR ELECTRONIC VOTING IN ABSENTIA AND PARTICIPATION BY REMOTE COMMUNICATION

I. Registration

Stockholders intending to participate virtually should pre-register at [email protected] on or before July 20 along with the following requirements:

• Scanned copy of valid government-issued ID showing the photo, signature and personal details
• Contact number and valid/active e-mail address
• For Corporate stockholders, scanned copy of the Secretary’s Certificate authorizing the representative to participate in the virtual meeting for and in behalf of the corporation 
• For Scripless Stockholders or under PCD Brokers, scanned copy of the Broker Certification on the stockholder’s number of shareholdings.

Validation process will be conducted together with Stock Transfer Services, Inc. (STSI). Successful registrants will receive an electronic confirmation via email with instructions on how to join the virtual meeting.

II. Electronic Voting In Absentia

All agenda items will be available in the link above-mentioned. Stockholders can vote on each agenda item and may choose to vote “Vote for Approval”, “Vote Against” or “Abstain.”

For the election of directors, a stockholder may distribute his votes equally among all the nominees or cast such number of votes for each nominee as preferred by the stockholder, provided that the total number of votes cast shall not exceed the number of shares owned by the stockholder, multiplied by the number of directors to be elected. 

The Office of the Corporate Secretary, with the assistance of the STSI’s representatives, will count and tabulate the votes cast in absentia together with the votes cast by proxy.

III. Participation through remote communication

The Bank’s ASM will be broadcasted live and successful registrants can participate via remote communication. Instructions and procedures on how to attend the meeting through remote communication will be sent to the email address of the stockholder indicated in the registration form.

Stockholders who will not be able to join the virtual meeting may send their authorized representatives on their behalf. The Proxy instrument must be duly notarized and must be submitted on or before July 15, 2022. 

For Proxy forms and other concerns, you may email us at [email protected].

Due to the continuing COVID-19 pandemic, the Definitive Information Statement and other relevant documents in relation to the annual stockholders’ meeting may be accessed through the Bank’s Official Website www.pbb.com.ph and through the PSE EDGE portal at https://edge.pse.com.ph

The meeting will be audio and virtually recorded and a copy of which will be available upon request. 

All votes will be validated by our external auditor, Punongbayan and Araullo (P&A).

ATTY. ROBERTO S. SANTOS
Corporate Secretary