As we continue to closely monitor and adjust to the public health impact of COVID-19, we wish to inform PSBank Stockholders that this year's (2020) Annual Stockholders' Meeting will be done via secure remote communication as provided for in SEC Memorandum Circular No.6, Series of 2020. This will be held on May 27, 2020, Wednesday at 3:00 PM. Notice of the meeting has been published in Philippine Daily Inquirer : https://business.inquirer.net/296427/notice-of-annual-stockholders-meeting and Philippine Star: https://www.onenews.ph/psbank-notice-of-annual-stockholders-meeting.

Pre-registration is required. Stockholders of record as of February 28, 2020 shall be entitled to vote.

For pre-registration requirements, you may click on the relevant subsection below or you may also click on this link: https://www.psbank.com.ph/about-psbank/annual-stockholders-meeting/.

For queries, you may send an email to [email protected] or contact the Office of the Corporate Secretary at (63) 8885 - 8208 local 8180 / 8535.

 

   Join Meeting



Stockholders who intend to participate or be represented in the virtual meeting are REQUIRED TO SUBMIT REQUIREMENTS via email to [email protected] not later than May 12, 2020 for appropriate validation. Only those validated shall be given access to the meeting.

  1. HOW TO REGISTER

    1. Prepare and submit the following:

    1. 1 Letter of Intent (LOI) to participate by remote communication, and vote in absentia

    1. 2 Indicate:

      Complete Registered Name
    •  Complete Registered Residential/ Mailing Address
    •  Active EMAIL ADDRESS
    •  Active MOBILE number
    •  Active LANDLINE number

    1. 3  Attach with the email the following scanned / e-copies of:

    •   Valid government-issued ID ( with photo and signature) – scan front and back of the ID
    •   Proof of ownership such as but not limited to: Stockholder's Certificate ( for certificated shares); or Broker's Certification ( for scripless or uncertificated shares); or Secretary's Certificate for authorized representative ( for corporate); other supporting documents of ownership as applicable
    •   Duly accomplished proxy instrument for a representative to the meeting. Proxy forms are available for download  
     


    1. Send via email all required documentation ( listed above in #1) to [email protected]

    2. Wait for our confirmation. Only those who pass proper validation shall be given access to the meeting.


  2.  ACCESS TO THE MEETING

    Only those who have registered and confirmed shall be allowed to join the meeting. Access to the virtual PSBank Stockholders' Meeting can be done as follows:


    • Click on the link provided via email upon confirmation of your intent to participate. This will be sent via email: [email protected] after validation has been completed. You will automatically be redirected to the virtual meeting on the day of the event.

    • Go to the PSBank Website: www.psbank.com.ph and click on "Join Meeting" under the appropriate Annual Stockholders' Meeting Section in the webpage. You may be asked to provide your registered active email address before you are allowed in the meeting.

Should you have further questions or need to be guided with the process, you may send an email to [email protected] or contact the Office of the Corporate Secretary at 8885-8208 local 8180/8535.

 


Note:
The validation process shall be completed by the stock transfer agent ( Metrobank Trust Banking Group) no later than three (3) business days from receipt of the LOI. The Bank and/or its stock transfer agent reserve the right to request for additional information and documentation it may find necessary in the process of validation. Electronic signature for the required documents shall be allowed while notarization shall not be considered in the meantime, as applicable, given the current situation.

 

 

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ASM MEETING AGENDA - EXPLANATION AND RATIONALE


  1. Call to Order
    Chairman Jose T. Pardo will welcome stockholders and guests to formally begin the 2020 Annual Stockholders’ Meeting of PSBank.


  2. Certification on Notice and Quorum
    The Corporate Secretary, Pocholo V. dela Pena, will certify that the Notice of Meeting has been duly sent and circulated via appropriate disclosures and publications pursuant to the regulations of the Securities and Exchange Commission (SEC) for the purpose of informing the Stockholders of record.  The Corporate Secretary will further announce whether or not a quorum is present constituting two-thirds of the outstanding capital stock.


  3. Approval of the Minutes of the Annual Stockholders’ Meeting held on April 15, 2019
    The stockholders will be requested to approve the minutes of the Annual Stockholders’ Meeting held on April 15, 2019, which contain among others, the (a) Annual Report to Stockholders, (b) Confirmation of all acts of the Board of Directors, the Management and all Committees, (c) Election of the members of the Board of Directors (d) Appointment of the External Auditor, and (e) Increase in Authorized Capital Stock with corresponding amendment of Article VII of the Bank’s Articles of Incorporation and its related declaration of Stock Dividends.


    Resolution to be Adopted: Stockholders will vote for the adoption of a resolution approving the minutes of the April 15, 2019 Annual Stockholders’ Meeting.

  4. Presentation and Approval of the President’s Report and the PSBank’s Audited Financial Statements (AFS) as of December 31, 2019
    The President will render his Annual Report on the Bank’s activities, business and financial performance for year-end 2019. It includes the summary of the AFS which is incorporated in the Definitive Information Statement for dissemination to stockholders of record within prescribed period and in a manner pursuant to the SEC rules. Due to logistical limitations of the meeting conducted virtually, voting and open forum/discussion will not be possible during the virtual meeting.  However, a stockholder, once validated/ registered, will be given an opportunity to raise any relevant questions or express an appropriate comment limited to the agenda items by sending an email to [email protected] not later than May 22, 2020 to be properly noted and addressed accordingly.

    Resolution to be Adopted: Stockholders will vote for the adoption of a resolution noting and approving the President’s Annual Report for 2019 and the Bank’s Audited Financial Statements as of December 31, 2019

  5. Confirmation of all Acts of the Board of Directors, Management and All Committees in 2019
    The stockholders will be requested to confirm all acts, transactions and resolutions of the Board of Directors, including transactions with the Bank’s DOSRI and other related parties, Management and all Committees during the year 2019.


    Resolution to be Adopted: Stockholders will vote for the adoption of a resolution confirming the acts of the Board of Directors and all Committees during the year 2019.

  6. Election of the Members of the Board of Directors
    The Chairman of the Corporate Governance Committee will present nominees for election as members of the Board of Directors, including independent directors. This is in compliance with regulatory requirements of the Bangko Sentral ng Pilipinas and the Securities and Exchange Commission on the nomination of directors, and after the Corporate Governance Committee’s review and evaluation of the qualifications of all persons nominated to the Board.


  7. Appointment of the External Auditor
    As endorsed by the Audit Committee and approved by the Board of Directors, the stockholders will be requested to confirm appointment of the selected External Auditor for 2020.


    Resolution to be Adopted: Stockholders will vote for the adoption of a resolution for the appointment of said auditing firm as independent external auditor of the Bank for 2020.

  8. Other Matters
    Other relevant matters or issues may be taken up during the meeting.  Any relevant questions or comments received by the Office of the Secretary via email within the prescribed period given to registered stockholders shall be properly acknowledged, noted and addressed accordingly.


  9. Adjournment
    Upon determination that there are no other matters to be considered, the Chairman shall declare the meeting adjourned.  The meeting proceedings shall be recorded in audio and video format to be safekept by the Office of the Corporate Secretary and shall be made available in a secured manner to stockholders upon by sending an email to [email protected].

 

This policy applies to all participants of the online 2020 PSBank Annual Stockholders' Meeting (ASM), such as PSBank directors, officers, employees, shareholders, brokers, investors, and anyone who will be given access to confidential information through the webinar.

PSBank collects, stores, processes, and uses the participants' personal information for purposes of electronic registration so they can be allowed to attend and/or participate in the ASM via online platform, and in order for PSBank to comply with its legal obligations and maintain adequate order of the ASM.

PSBank shall store any information disclosed or image / video taken during the ASM for one year following the meeting unless safekeeping for a longer period is allowed by law or regulation, or PSBank's data retention policy.

The information disclosed / discussed / presented, and any image / video taken during the ASM are private and confidential.  However, PSBank has the right to disclose the information or image / video to any government regulatory agency for purposes of complying with regulatory / legal requirements, or to any media entity or third parties for media releases in order to promote its interest, and with full regard to the data privacy rights of the participants.

To ensure privacy and confidentiality of said information or image / video, the participants shall:

  1. Make sure to access the app and watch the online event on secure devices only;

  2. Not make the information or image/video public, or provide it to others who make it   public, such as news media, social media, etc.; 

  3. Not copy or replicate or screen capture any portion of the information or image / video; and,

  4. Not use the information or image / video for purposes of securities trading or personal gain, or provide it to others who may use it for securities trading or personal gain.

PSBank reserves the right to take the necessary legal action against any participant who will violate the foregoing confidentiality and data privacy policy.

For further details of PSBank's Data Privacy Policy, please refer to the Bank’s Privacy Policy Statement

Only verified stockholders who complied with the pre-registration requirements within the prescribed period shall be eligible to vote using the online voting platform. Due to logistical limitations of the meeting conducted virtually, voting will not be possible during the meeting.

  • A secure link and password to the online voting platform shall only be provided to a verified stockholder through a confirmation correspondence sent to his/her registered email address. 

  • He/she may cast his/her vote on each of the agenda items using the online voting platform within the prescribed period which is prior to the meeting.
     
  • Deadline to vote using the online voting platform is on May 20, 2020. Beyond this date, stockholders may no longer avail of the option to vote in absentia

Online Voting Log-in Screen


The Office of the Corporate Secretary shall then tabulate all votes, including those cast in absentia and by proxy, to be assisted by the Bank’s stock transfer agent, Metrobank Trust Banking Group, and validated by SGV & Co.

The Corporate Secretary shall report the voting results during the meeting.

For information on counting and tabulation of votes, and procedures on participation via remote communication, please refer to “Item 11. Voting Procedures” and “Item 12. Participation of Shareholders by Remote Communication” of the Information Statement via this link: https://www.psbank.com.ph/about-psbank/annual-stockholders-meeting/.

For ASM-related queries, please send an email to [email protected] or contact the Office of the Corporate Secretary at (632) 8885-8208 local 8180 / 8535.

For other ASM-related queries, Stockholders  may  contact the Office of the Corporate Secretary at  (632) 8885-8208 local 8180 / 8535 or email [email protected].






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