As part of the Bank's continuous preventive and security efforts in relation to the ongoing COVID-19 global pandemic and pursuant to the applicable SEC regulations on meeting via remote communication, we wish to inform you that the Annual Stockholders' Meeting will be conducted via CISCO WEBEX, a secure online meeting platform, and streamed live on April 25, 2022 at 3 o’clock in the afternoon

Notice of the meeting has been published in:


Pre-registration is required.  Stockholders of record as of March 1, 2022 shall be entitled to vote. 
Stockholders who intend to participate or be represented in the virtual meeting should SUBMIT THE PRE-REGISTRATION REQUIREMENTS (see relevant subsection below) via email to [email protected] not later than April 8, 2022, for appropriate validation. Only those validated shall be given access to the meeting.

Join Meeting



HOW TO REGISTER

  1. Prepare and submit the following documentation requirements to [email protected]:

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

1. 2 Provide the following information:

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

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

•   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

•   If by a representative, a duly accomplished proxy form. The Proxy form is available for download.  

  1. Wait for our confirmation. Only those who pass proper validation shall be given access to 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 (632) 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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Only those registered and confirmed shall be allowed to join the meeting.

HOW TO JOIN:

To join the 2022 Annual Stockholders' Meeting (ASM)  via Webex, simply do the following:

  • Click “Join Meeting” on this page or the ASM widget on the home page. 
  • On the verification page, enter your registered email address and the password given to you in the email confirmation from the Office of the Corporate Secretary.

 

VIEWING TIPS:

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 April 20, 2022. Beyond this date, stockholders may no longer avail of the option to vote in absentia


The Office of the Corporate Secretary shall then tabulate all votes 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, please refer to “Item 10.  Voting Procedures” of the Definitive Information Statement.

EXPLANATION AND RATIONALE OF AGENDA ITEMS

 

  1. Call to Order
    Chairman Jose T. Pardo will welcome stockholders and guests to formally begin the 2022 Annual Stockholders’ Meeting of PSBank.


  2. Certification on Notice and Quorum
    The Corporate Secretary, Perfecto Ramon Z. Dimayuga, Jr., 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 26, 2021
    The stockholders will be requested to approve the minutes of the Annual Stockholders’ Meeting held on April 26, 2021, which contain, among others, the (a) Annual Report to Stockholders, (b) Confirmation of all acts of the Board of Directors, Management and all Committees, (c) Extension of Terms of Mr. Jose T. Pardo and Mr. Samson C. Lim as Independent Directors, (d) Election of the members of the Board of Directors and (e) Appointment of the External Auditor.

    Resolution to be Adopted: Stockholders will vote for the adoption of a resolution approving the minutes of the April 26, 2021 Annual Stockholders’ Meeting.


  4. Presentation of the President’s Report and the PSBank’s Audited Financial Statements (AFS) as of December 31, 2021
    The President will render his Annual Report on the Bank’s activities, business and financial performance for year-end 2021. 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 April 20, 2022 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 2021 and the Bank’s Audited Financial Statements as of December 31, 2021.


  5. Confirmation of all Acts of the Board of Directors, Management and All Committees in 2021
    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 2021.

    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 2021.


  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.

    Resolution to be Adopted: Stockholders will vote for the adoption of a resolution for the election of the members of the Board of Directors, including independent directors, for 2022-2023.


  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 2022.

    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 2022.

     

  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 Corporate 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 request by sending an email to [email protected].

 

This policy applies to all participants of the online 2022 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 on PSBank's Data Privacy Policy, please refer to the Bank’s Privacy Policy Statement. 

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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