PLDT Inc.’s Notice and Agenda of Annual Stockholders’ Meeting (2 of 2)

NOTICE IS HEREBY GIVEN that PLDT Inc. (the “Company”) will hold its Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 14, 2022, at 3:00 p.m.,  virtually via https://stockholders.pldt.com/ASM2022.

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, 2021 contained in the Company’s 2021 Annual Report posted on the PSE EDGE and the Company’s website 
5. Election of 13 directors including 3 independent directors for the ensuing year, whose background information are contained in the Information Statement posted on the PSE EDGE and the Company’s website 
6. Other business as may properly come before the meeting and at any adjournments thereof

The Board of Directors has fixed April 15, 2022 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 and 5 of the Agenda. 

IF YOU DO NOT EXPECT TO PARTICIPATE IN THE ANNUAL MEETING,  YOU MAY DOWNLOAD A COPY OF THE PROXY FORM AT https://main.pldt.com/investor-relations/shareholder-information/latest-shareholders’-news.  PLEASE PRINT, EXECUTE AND RETURN THE COMPLETED PROXY FORM TO THE CORPORATE SECRETARY AT 9th FLOOR, PLDT MGO BUILDING, LEGASPI  STREET CORNER DELA  ROSA STREET, MAKATI CITY, OR YOU MAY SEND THE COMPLETED PROXY FORM IN PDF FORMAT TO  pldtshareholderservices@pldt.com.ph.  THE LAST DAY FOR SUBMISSION OF PROXIES IS ON JUNE 7, 2022.

Stockholders who wish to vote online and participate by remote communication should register online within the period from May 23, 2022 to June 3, 2022. Stockholders who were not able to register as of June 3, 2022 can no longer vote online but may still participate by remote communication, provided such stockholders will register online not later than June 7, 2022. Instructions on Online Registration, Online Voting and Participation by Remote Communication are set out in Annex A attached to this Notice and Agenda.

The Information Statement, Proxy Form, 2021 Management Report/Annual Report, Annual Report for the year ended December 31, 2021 in SEC Form 17-A and Quarterly Report for the first quarter of 2022 in SEC Form 17-Q are posted on PSE EDGE and on the Company’s website at https://edge.pse.com.ph and  https://main.pldt.com/investor-relations/shareholder-information/latest-shareholders’-news, respectively.  

By order of the Board of Directors.

        May 24, 2022

ANNEX A

INSTRUCTIONS ON REGISTRATION, ONLINE VOTING AND PARTICIPATION BY REMOTE COMMUNICATION 

General Instructions

1. Common and voting preferred stockholders as of April 15, 2022 have the option to vote online on the proposed corporate actions set out in items 4 and 5 of the Agenda and participate in the Annual Meeting through remote communication.   
2. To vote online and participate in the Annual Meeting through remote communication, the stockholder must have registered during the period May 23, 2022 to June 3, 2022.   
3. A stockholder who was not able to register until June 3, 2022 can no longer vote online but may participate in the Annual Meeting through remote communication provided he/she is able to register not later than June 7, 2022.   
4. A stockholder who voted online can no longer vote by proxy.
5. Only stockholders who have registered within the prescribed period and participated through remote communication, together with the stockholders who voted online, 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,  press Enter, click Accept and Log in, and click Register  
2. Enter full name or company name and  email address, click “I agree with the Privacy Notice of PLDT”, and click “I consent to the processing of the above information in connection with PLDT’s Annual Stockholders Meeting”
3. Supply the one-time-passcode  (that was sent to your email address) on the “Account Verification Form” and click Validate  
4. Select the type of stockholder from the Checklist and supply the following information and documentary requirements: 

(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 (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

(i)    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)

(ii) a scanned copy of the authorized representative’s one (1) valid government-issued ID with photo and signature, preferably with residential address (in JPG format)

(iii) a valid and active e-mail address

(iv) a valid and active contact number

(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/reference 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 (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/reference 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 (in JPG format).    

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

1. A stockholder who registered on or before June 3, 2022, and whose registration has been validated will receive an email containing his/her Username and Default Password as login credentials to the online voting, and his/her Remote Communication Credentials to access the Annual Meeting, within three (3) business days from the date of registration.
2. A stockholder who registered after June 3, 2022 and until June 7, 2022, and whose registration has been validated will receive an email containing his/her Remote Communication Credentials to access the Annual Meeting, not later than three (3) business days from the date of registration.  

Online Voting

1. Open Google Chrome browser, type https://stockholders.pldt.com; press Enter 
2.   Agree to the Terms and Conditions by clicking  Agree;  login by entering your Username and Default Password 
3. Supply the one-time-passcode  that was sent to your e-mail address and click “Proceed”
4. The system will prompt you to change your password. Your new password should consist of the following:
   At least 8 characters 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 you to login again using your new password. Upon successful log-in, the online ballot will be displayed
6. For the approval of the audited financial statements for the fiscal year ending December 31, 2021, 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 candidates
   If you select “EXCEPTIONS” please indicate the number of votes opposite the names of the candidates in the list
8. Once you have completed the online ballot, click “Submit”.  You can no longer change your votes once you have clicked  “Submit”.  
9. A stockholder may cast his online votes during the period beginning May 23, 2022 until 4 P.M. on June 13, 2022.  

Participation by Remote Communication

1. A stockholder who has successfully registered during the period May 23, 2022 to June  3, 2022 can join the Annual Meeting by accessing https://stockholders.pldt.com/ASM2022 using his Remote Communication Credentials
2. A stockholder who was not able to register until June 3, 2022 may still join the Annual Meeting provided he is able to register at https://stockholders.pldt.com not later than June 7, 2022. For validation purposes, the stockholder, shall be required to submit the documentary requirements listed in Item A. 4 (Registration) above. He/she will then receive an email containing his Remote Communication Credentials which will enable him/her to access the Annual Meeting at https://stockholders.pldt.com/ASM2022
3. A stockholder may send his/her 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 15, 2022 at https://main.pldt.com/investor-relations/shareholder-information/latest-shareholders’-news. Stockholders will have two (2) weeks from posting to access the recorded webcast.
5. For questions or clarifications, please contact Ms. Regina B. Benito at 0288897788  or via email at rbbenito@pldt.com.ph or Ms. Wilhelmina A. Bausa at  0288562312 or via email at wabausa@pldt.com.ph.

ADVT.