PLDT Inc. Notice of annual meeting of stockholders

       NOTICE IS HEREBY GIVEN that PLDT Inc. (the “Company”) will hold its Annual Meeting of Stockholders (the “Annual Meeting”) virtually via https://stockholders.pldt.com/ASM2020 on Tuesday, June 9, 2020, at 3:00 p.m.

        The Agenda for the Annual Meeting is as follows:

1. Call to order
2. Certification of service of notice and quorum 
3. President’s Report
4. Approval of the audited financial statements for the fiscal year ended December 31, 2019
5. Election of 13 directors including 3 independent directors for the ensuing year
6. Approval of the proposed amendment of the Second Article of the Articles of Incorporation
7. Other business as may properly come before the meeting and at any adjournments thereof

       The Board of Directors has fixed April 13, 2020, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. The stock and transfer books of the Company will not be closed.

       The holders of record of shares of Common Stock and Voting Preferred Stock as of the record date will be entitled to vote on the proposed corporate actions set out in Items 4, 5 and 6 of the Agenda,  and the holders of record of shares of Series IV Cumulative Non-Convertible Non-Voting Serial Preferred Stock and 10% Cumulative Convertible Non-Voting Serial Preferred Stock as of the record date will be entitled to vote only on the proposed corporate action set out in Item 6 of the Agenda. 

       A copy of the Notice and Agenda of Annual Meeting of Stockholders and Information Statement, Proxy Form, Management Report/Annual Report, SEC Form 17-A (Annual Report) as at and for the year ended December 31, 2019 (“SEC Form 17-A”) and Sustainability Report, and SEC Form 17-Q with Management’s Discussion and Analysis and unaudited consolidated financial statements for the three (3) months ended March 31, 2020 (“SEC Form 17-Q”) will be posted on the Company’s website at https://pldt.com/investor-relations/shareholder-information/latest-shareholders’-news on or before May 12, 2020. The Company will provide, without charge, a printed copy of SEC Form 17-A and SEC Form 17-Q, upon the written request of a stockholder addressed to the Corporate Secretary of the Company at the 9th Floor, PLDT MGO Building, Legaspi Street corner Dela Rosa Street, Makati City, Philippines

       IF YOU DO NOT EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE EXECUTE AND RETURN THE COMPLETED PROXY FORM TO THE CORPORATE SECRETARY AT THE ADDRESS PROVIDED ABOVE.  THE LAST DAY FOR SUBMISSION OF PROXIES IS ON JUNE 2, 2020. SOFT COPIES OF THE PROXY FORMS CAN BE EMAILED IN ADVANCE to pldtshareholderservices@pldt.com.ph.   

       Online voting and participation by remote communication will be available for all stockholders. Instructions on Registration, Online Voting in Absentia, and Participation by Remote Communication are set out in Annex A attached to this Notice. 

By order of the Board of Directors.

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary
May 12, 2020                                                                                                                  

ANNEX A

INSTRUCTIONS ON REGISTRATION, ONLINE VOTING IN ABSENTIA  

AND PARTICIPATION BY REMOTE COMMUNICATION

General Instructions

1. Common and voting preferred stockholders as of April 13, 2020 have the option to vote via online voting in absentia on the proposed corporate actions set out in items 4, 5 and 6 of the Agenda.  Series IV Cumulative Non-Convertible Non-Voting Serial Preferred stockholder and 10% Cumulative Convertible Non-Voting Preferred stockholders as of April 13, 2020 have the option to vote via online voting in absentia on the proposed corporate action sets out in item 6 of the Agenda 
2.  To vote via online voting in absentia, the stockholder must have registered and received an e-mail confirmation from the Company that his registration has been successful. Registration period shall start on May 15, 2020 until May 27, 2020. After the May 27, 2020 registration deadline, the stockholder can no longer avail of the option to vote via online voting in absentia. A stockholder who has successfully registered on or before the May 27, 2020 registration deadline can also participate in the Annual Meeting by remote communication. 
3. A stockholder who was not able to register until May 27, 2020 can no longer vote via online in absentia but may  participate in the Annual Meeting by remote communication if he is able to register not later than June 2, 2020   
4. Only stockholders who have registered within the prescribed period, together with the stockholders who voted in absentia, and by proxy, will be included in the determination of quorum.

Registration

A. How to Register:    

1. Open Google Chrome browser and type https://stockholders.pldt.com in the address bar and press Enter key
2. Click Register button to start the registration process.
3. Enter your full name or company name and your email address and then agree on the Terms and Conditions by clicking the Agree button 
4. An “OTP Confirmation Form” will appear asking you to supply the OTP (one-time-passcode) that was sent to your email address 
5. Supply the OTP into the “OTP Confirmation Form” and click Validate button
6. From the Checklist, select the type of stockholder and supply the following information and documentary requirements in the applicable fields:

(a) For individual stockholder:

(i)  A scanned copy of the stockholder’s valid government-issued ID with photo and signature, preferably with residential address (in JPG format). 

(ii)  A valid and active e-mail address

(iii) A valid and active contact number

(b)   For Corporate Stockholder:

     (i)   a scanned copy of certification signed by a duly authorized officer of such corporate stockholder attesting to the authority of the representative to vote for and on behalf of the corporate stockholder (in JPG format). 

     (ii)  a scanned copy of one (1) valid government-issued ID of the representative with photo and signature, preferably with residential address, or two (2) valid non-government issued IDs with photo and signature, preferably with residential address (in JPG format). 

    (iii)  a valid and active e-mail address of the representative

    (iv)  a valid and active contact number of the representative

(c)   For stockholders with joint account – a scanned copy of an authorization letter signed by all the joint stockholders, identifying who among them is authorized to cast the vote for the account (in JPG format). 

(d)   For stockholders under Broker’s Account

     (i)   Individual beneficial owner:

             (a) a scanned copy of broker’s certification on the individual beneficial owner’s name, account number, and shareholdings (in JPG format) 

             (b) a scanned copy of the individual beneficial owner’s one (1) valid government-issued ID with photo and signature, preferably with residential address, or two (2) valid non-government issued IDs with photo and signature, preferably with residential address (in JPG format). 

             (c) a valid and active e-mail address

             (d) a valid and active contact number

     (ii)  Corporate beneficial owner:

           (a)  a scanned copy of broker’s certification on the corporate beneficial owner’s name, account number, and shareholdings (in JPG format) 

           (b)   a scanned copy of certification signed by a duly authorized officer of such corporate beneficial owner attesting to the authority of the representative to vote for and on behalf of the corporate beneficial stockholder (in JPG format) 

           (c)    a scanned copy of one (1) valid government-issued ID of the representative with photo and signature, preferably with residential address, or two (2) valid non-government issued IDs with photo and signature, preferably with residential address (in JPG format). 

B. How will I know if my registration is successful?  

1. You will receive an email from PLDT informing that your registration will be subject to validation
2. A stockholder who registered on or before May 27, 2020, and whose registration has been validated will receive an email containing his Username and Default Password for use as login credentials to the online voting in absentia, and his Remote Communication Credentials to access the website link of the Annual Meeting, within three (3) business days from the date of registration.
3. A stockholder who registered after May 27, 2020 and until June 2, 2020, and whose registration has been validated will receive an email containing his Remote Communication Credentials to access the website link of the Annual Meeting, not later than three (3) business days from the date of registration.  

Online Voting in Absentia

How to Vote Online?

1. Open Google Chrome browser and type https://stockholders.pldt.com in the address bar and press Enter key

You may also download the PLDT Online Voting app via your iOS or Android mobile phone

2.  Agree on the Terms and Conditions by clicking the Agree button to proceed, and login with your Username and Default Password 
3. An OTP (one-time-passcode) will be sent to your email address, enter the OTP and click on “Proceed”
4. The system will prompt you to change your password. New password should consist of the following:

   At least 8 characters in length and must contain at least 3 of the following:

   a. Alphanumeric

   b. One (1) character in upper case

   c. One (1) character in lower case

   d. One (1) special character

5. Once password is changed, the system will prompt the stockholder to re-log using the new password. Upon successful log-in, the electronic ballot will be displayed
6. For the approval of the audited financial statements for the fiscal year ending December 31, 2019, click only option for “FOR” or “AGAINST” or “ABSTAIN” to indicate your vote
7. For the election of directors, you may vote such number of shares recorded in your name as of the Record Date, for as many persons as there are directors to be elected or you may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of your shares shall equal, or you may distribute them on the same principle among as many candidates as you shall see fit. Select “FOR ALL” if you wish to vote for all of the candidates select “WITHHOLD FOR ALL” if you do not wish to vote for all the candidatesIf you select “EXCEPTIONS” please indicate the number of votes opposite the names of the candidates in the list
8. For the approval of the proposed amendment  of the Second Article of the Articles of Incorporation, click only for “FOR” or “AGAINST” or “ABSTAIN” to indicate your vote.
9. Once you have completed the online ballot, click “Submit” button. You can no longer change your votes once you have clicked the “Submit” button.  
10. A stockholder may cast his vote during the period beginning May 19, 2020 until 4 P.M. on June 9, 2020  

Participation by Remote Communication

1. A stockholder who has successfully registered on or before May 27, 2020 can participate in the Annual Meeting by accessing https://stockholders.pldt.com/ASM2020 using  his Remote Communication Credentials
2. A stockholder who was not able to register until May 27, 2020 may still participate in the Annual Meeting  provided he is able to register at https://stockholders.pldt.com not later than June 2, 2020. For validation purposes, the stockholder, shall be required to submit the documentary requirements listed in Item A. 6 (Registration) above. He will then receive an email containing his Remote Communication Credentials which will enable him to access the Annual Meeting at https://stockholders.pldt.com/ASM2020   
3. A stockholder may send his questions or comments prior to or during the Annual Meeting to pldtshareholderservices@pldt.com.ph 
4. A link to the recorded webcast of the Annual Meeting will be posted on the Company’s website  on June 10, 2020 at https://pldt.com/investor-relations/shareholder-information/latest-shareholders’-news. Stockholders will have two (2) weeks from posting to access the webcast.
5. For question or clarification, please contact Ms. Regina B. Benito at 09396543309  or via email at rbbenito@pldt.com.ph or Ms. Wilhelmina A. Bausa at  09238537784 or via email at wabausa@pldt.com.ph.