Dear Stockholder:
Please be informed that owing to COVID-19 pandemic, the Annual Stockholders’ Meeting (“ASM”) of BDO UNIBANK, INC. (“BDO”) will be conducted VIRTUALLY¹ on June 16, 2020, Tuesday, at two o’clock in the afternoon. The agenda of the virtual meeting is as follows:
- Call to order
- Proof of notice and determination of existence of quorum
- Approval of the minutes of the previous Annual Stockholders’ Meeting held on April 22, 2019
- Report of the President and approval of the Audited Financial Statements of BDO as of December 31, 2019
- Open Forum
- Approval and Ratification of all Acts of the Board of Directors, Board Committees and Management during their terms of office
- Election of Directors
- Approval of the Amendments to BDO’s Articles of Incorporation and By-Laws to conform to the Revised Corporation Code of the Philippines and BDO’s current operations and structure as well as enhance corporate governance
- Appointment of External Auditor
- Other business that may properly be brought before the meeting
- Adjournment
Each agenda item for approval is explained in the Definitive Information Statement (“DIS”), with a brief description in the attached Annex “A.” The Bank’s Dividend Policy Statement is likewise stated in Annex “A” for your information and guidance.
In the light of the COVID-19 pandemic, BDO will not be conducting a physical ASM and stockholders of record as of May 22, 2020 may attend/participate via proxy and remote communication, and vote in absentia.
Stockholders of record who wish to participate in the meeting via remote communication and to cast their votes in absentia shall notify the Office of the Corporate Secretary at <corporate_secretary@bdo.com.ph> accordingly, and submit requested supporting documents no later than June 1, 2020. For the detailed registration and voting procedures, please visit <www.bdo.com.ph/2020ASM> and click on the “Guidelines for Participation via Remote Communication and Voting in Absentia”.
Stockholders of record who wish to appoint a proxy shall submit their duly executed and signed proxies together with other documentary requirements which are set forth in the “Guidelines for Participation via Remote Communication and Voting in Absentia” no later than June 1, 2020 to the Office of the Corporate Secretary at 14th Floor, North Tower, BDO Corporate Center, 7899 Makati Avenue, Makati City via courier delivery or by email to <corporate_secretary@bdo.com.ph>. Validation of proxies and documentary requirements is set on June 4, 2020, at 10:00 o’clock a.m., at the 14th Floor, North Tower, BDO Corporate Center, 7899 Makati Avenue, Makati City. Stockholders of record may download and print the proxy form from BDO’s website <www.bdo.com.ph/2020proxyform>. Successfully registered stockholders can cast their votes and will be provided access to the live streaming of the meeting. All documents and information submitted shall be subject to verification and validation by the Office of the Corporate Secretary. For complete information on the annual meeting, please visit <www.bdo.com.ph/2020ASM> or scan the QR code.
Edmundo L. Tan
Corporate Secretary
ANNEX “A”
BRIEF DESCRIPTION OF AGENDA ITEMS
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- Call to order. The Chairperson, Ms. Teresita T. Sy, will formally open the 2020 Annual Stockholders’ Meeting (ASM) of BDO Unibank, Inc. (“BDO”).
- Proof of notice and determination of existence of quorum. The Corporate Secretary, Atty. Edmundo L. Tan, will certify that notice requirements for the 2020 ASM have been complied with in accordance with BDO’s By-Laws, Revised Corporation Code of the Philippines, and the Securities and Exchange Commission (SEC), and will attest whether a quorum is present for the valid transaction of the ASM and all matters included in the Agenda.
- Approval of the Minutes of the Annual Stockholders’ Meeting held on April 22, 2019. Copies of the Minutes are available for examination during office hours at the Office of the Corporate Secretary and at BDO’s website <www.bdo.com.ph/2019ASMminutes>. Stockholders will be asked to approve the Minutes. Below is the text of the proposed resolution:
“RESOLVED, That the Stockholders of BDO Unibank, Inc. approve, as they hereby approve, the Minutes of the Annual Stockholders’ Meeting held on April 22, 2019.”
- President’s Report and approval of BDO’s Audited Financial Statements (AFS) as of December 31, 2019. The Report presents the highlights of the performance and achievements of BDO in 2019. It includes the summary of the AFS which is incorporated in the Definitive Information Statement (DIS) posted in BDO’s website <www.bdo.com.ph/2020DIS>. Copies of the AFS are also submitted to the SEC and Bureau of Internal Revenue.
- Open Forum. Every stockholder may raise any relevant question or express any appropriate comment. Stockholders are given the opportunity to send their questions and/or remarks prior to the meeting by sending an email to <irandcorplan@bdo.com.ph> not later than 2:00 p.m. of June 16, 2020. Questions which cannot be read and answered during the meeting will be replied to by BDO through the Stockholders’ email addresses.
- Approval and Ratification of all Acts of the Board of Directors, Board Committees and Management during their terms of office. All actions and proceedings, criteria and process for the Board of Directors’ evaluation as published in BDO’s website, including approvals of significant related parties’ transactions, of the Board of Directors, the Board Committees, and the Management of BDO from the last Annual Stockholders’ Meeting of BDO held on April 22, 2019 will be presented to the stockholders for their approval and ratification. These collective actions are the main keys to the impressive performance of BDO in 2019.
- Election of Directors. The Chairman of the Nominations Committee will present to the stockholders the nominees for election as members of the Board of Directors of BDO, including the independent directors. The profiles of the nominees to the Board of Directors are provided in the DIS posted in BDO’s website <www.bdo.com.ph/2020DIS> for reference of the stockholders.
- Approval of the Amendments to BDO’s Articles of Incorporation and By-Laws to conform to the Revised Corporation Code of the Philippines and BDO’s current operations and structure as well as enhance corporate governance. Approval and ratification by the stockholders representing at least two-thirds of the outstanding capital stock will be sought to amend the Articles of Incorporation and By-Laws of BDO in order to update its processes and structure, enhance corporate governance, and conform to the requirements under the Revised Corporation Code and other relevant regulatory issuances. The Board approved and endorsed to the stockholders for their approval and ratification the proposed amendments at its meeting on October 26, 2019 through the adoption of Resolution Nos. 242-2019 and 242-A-2019, the full text of which is provided in the DIS posted in BDO’s website <www.bdo.com.ph/2020DIS>.
- Appointment of External Auditor. The Board Audit Committee of BDO would accept and screen the nominees for external auditor of BDO. It will make the appropriate recommendation on the appointment of one auditing firm as external auditor of BDO. The recommended external auditor will be presented to the stockholders for their approval.
- Other business that may properly be brought before the meeting. All other matters that arise after the Notice of Meeting and Agenda have been sent out or raised throughout the course of the meeting may be presented to the stockholders for consideration. Stockholders may raise such matters as may be relevant or appropriate to the occasion.
- Adjournment. After consideration of all business, the Chairperson shall declare the meeting adjourned. This formally ends the 2020 Annual Stockholders’ Meeting of BDO.
BDO DIVIDEND POLICY STATEMENT
BDO recognizes the importance of providing a stable and sustainable dividend stream consistent with its commitment to stockholders. Since December 2013, the Bank has been paying regular cash dividends of Php 0.30 per quarter, or an annual equivalent of Php 1.20 per share and will endeavor to do so while maintaining financial stability.
The Board of Directors may, at its discretion and depending on the business results for the year and capital needs of the business, declare and approve the distribution of additional special dividends to all stockholders normally announced at the Annual Stockholders’ Meeting.
BDO Unibank, Inc.
BDO Corporate Center 7899 Makati Avenue
Makati City 0726, Philippines Tel +63(2) 8840 7000
bdo.com.ph
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