2019 Annual Stockholders' Meeting


Requirements and Procedures for Electronic Voting in Absentia


Stockholders as of March 8, 2019 (“Stockholders”), who are unable to go to the venue of the BPI Annual Stockholders' Meeting (the "Meeting") on April 25, 2019, have the additional option of electronic voting in absentia or via an absentee ballot on the matters in the Agenda by registering in the Electronic Voting in Absentia System.


Registration Period

The deadline for registration to vote in absentia or via an absentee ballot is 5:00 p.m. of April 11, 2019.  Beyond this time and date, a Stockholder may no longer avail of the option to electronically vote in absentia.


Registration Requirements

The following are needed for the online registration:

For individual Stockholders

  1. The unique 10-digit Security Code which the Stockholder should request from the BPI Stock Transfer Office before commencing with the online registration. Stockholders may call the BPI Stock Transfer Office within the Registration Period, Monday to Friday from 8:30 a.m. to 5:00 p.m.;
  2. Digital copy of a current photo of the Stockholder with the face fully visible (in JPG format);
  3. Digital copy of the front and back portions of the Stockholder’s valid, unexpired government-issued photo ID (in JPG format); Valid types of government-issued photo IDs include the following: Driver’s License, Passport, Unified Multi-Purpose ID, Professional Regulation Commission ID, SSS ID, Pag-Ibig ID and Senior Citizen ID.
  4. Valid and current email address;
  5. Valid and current contact number (landline or mobile number);

For corporate Stockholders

  1. Secretary’s certificate attesting to the authority of the representative to vote for and on behalf of the corporation;
  2. The unique 10-digit Security Code which the Stockholder’s representative should request from the BPI Stock Transfer Office before commencing with the online registration. Stockholders may call the BPI Stock Transfer Office within the Registration Period, Monday to Friday from 8:30 a.m. to 5:00 p.m.;
  3. Digital copy of a current photo of the Stockholder’s representative with the face fully visible (in JPG format);
  4. Digital copy of the front and back portions of the Stockholder’s representative’s valid, unexpired, government-issued photo ID (in JPG format); Valid types of government-issued photo IDs include the following: Driver’s License, Passport, Unified Multi-Purpose ID, Professional Regulation Commission ID, SSS ID, Pag-Ibig ID and Senior Citizen ID.
  5. Valid and current email address of the Stockholder’s representative;
  6. Valid and current contact number of the Stockholder’s representative (landline or mobile number)

Please note your Security Code and keep it in a safe place. BPI Stock Transfer Office may be contacted at telephone numbers 580-4693 to 95 or through email at bpi-asm@bpi.com.ph.


Online Registration Procedure

  1. Log in into the Electronic Voting in Absentia System at www.bpi.ayala-asm.com using your unique individual Security Code. Please ensure that you have prepared the necessary information and requirements.
  2. Read the Data Privacy and check the box signifying agreement of processing personal information for the use of Electronic Voting in Absentia System. If you wish to also receive updates about products & services, promotions, special offers, news and events from BPI, please check the box below the Data Privacy Policy link (this is optional only).
  3. Enter the information required in the respective fields and upload the digital copies of your current photo and valid government-issued photo ID. When all information and digital copies have been uploaded, please click the “Submit” button.
  4. After submitting said information and requirements online, a Stockholder may exit the Electronic Voting in Absentia System upon which the verification process will begin.
  5. A Stockholder who has registered online on the Electronic Voting in Absentia System shall receive an email acknowledging his/her registration.

Reminders:

  • A Stockholder’s online registration cannot be completed if any of the mandatory requirements are not submitted.
  • Only Stockholders whose online registrations have been approved by 11 April 2019, 5:00 P.M., are entitled to vote in absentia on the Electronic Voting in Absentia System.
  • Stockholders who, for whatever reason, will not be able to register on the Electronic Voting in Absentia System, have the option to attend the Meeting in person or appoint a proxy for the Meeting.


Verification of Stockholder Registrations

A Stockholder whose registration has been verified will be notified of approval or disapproval of the registration within three (3) business days. Please call or contact the BPI Stock Transfer Office in case you have not received any notification within three (3) business days.

The e-mail notification to the Stockholder will indicate the status of the Stockholder’s registration (i.e., “Approved” or “Declined”).

If “Approved”, the Stockholder should note the following information on the e-mail notification:

  • URL or link to the Electronic Voting in Absentia System
  • Stockholder’s Login details (username and temporary password)

If “Declined”, the e-mail notification will include the reason for the decline.


Online Voting Procedure

Please log in into the Electronic Voting in Absentia System using the log-in details from the e-mail notification (username and temporary password).

All agenda items indicated in the Notice of the Annual Stockholders’ Meeting will be set out in the electronic absentee ballot and the registered Stockholder may vote as follows:

  • For items other than the Election of Directors, a registered Stockholder has the option to vote “For”, “Against” or “Abstain” (click correspondingly on “For”, “Against” or “Abstain”). The vote is considered cast for all the registered Stockholder’s shares.
  • For the Election of Directors, the registered Stockholder may: a) vote for all nominees; b) not vote for any of the nominees, or; c) vote for some nominees only, in such number of shares as he/she wishes, provided that the total number of votes cast shall not exceed the number of shares owned by him/her multiplied by the number of directors to be elected.

Once the registered Stockholder has finished voting on the Agenda items, he/she can proceed to submit his/her electronic ballot by clicking the “Submit” button. The registered Stockholder will then be redirected to an online webpage containing a summary of the votes cast. After the electronic ballot has been submitted, the registered Stockholder may no longer make any changes.

This completes the steps for electronic voting in absentia on the Electronic Voting in Absentia System. The Stockholder may then exit and close the system by clicking the “Log out” button. 

The Office of the Corporate Secretary will count and tabulate the votes cast in absentia together with the votes cast in person. An independent third party will validate the voting results. The Corporate Secretary shall report the results of voting during the Meeting.

For any clarifications on the registration on the Electronic Voting in Absentia System, please contact BPI Stock Transfer Office at telephone numbers 580-4693 to 95 or through email at bpi-asm@bpi.com.ph.

Please take note that the following conditions apply exclusively to the use of the Electronic Voting in Absentia System and voting electronically via absentee ballot. The conditions for a stockholder to exercise his or her rights by other means remain unaffected by them.

  • We recommend that Stockholders register online early within the Registration Period, so that in the event of technical faults, possible remedies can be made to be able to register on time. Voting via the Electronic Voting in Absentia System can only be granted if a Stockholder’s registration has been approved on or before 11 April 2019, 5:00 p.m.
  • Stockholders of record as of March 8, 2019 will be entitled to notice and to vote at the Meeting. For this purpose and in accordance with Article XII of the Bank’s Amended By-Laws, the Stock and Transfer Book of BPI will be closed from March 26, 2019 to April 25, 2019.
  • A registered Stockholder remains entitled to attend the 2019 Annual Stockholders’ Meeting in person even after having voted electronically via absentee ballot. As a matter of principle, votes cast via absentee ballots on the Electronic Voting in Absentia System by a registered Stockholder will be revoked if the registered Stockholder votes in person at the Meeting.
  • If a registered Stockholder avails of the option to vote electronically via absentee ballots and also issues proxy votes with differing instructions, the absentee ballots provided via Electronic Voting in Absentia System shall replace the proxy votes issued by the registered Stockholder.
  • Registered Stockholders using the Electronic Voting in Absentia System are to keep their personal access data safe and secure so that no unauthorized party can use their personal access data. Registered Stockholders must properly close the Electronic Voting in Absentia System with the “Log out” button provided for this purpose.
  • Data Privacy. Stockholder’s data will be collected, stored, processed and used exclusively for the purposes of electronic registration in the Electronic Voting in Absentia System for the 2019 Annual Stockholders’ Meeting. In order to meet privacy obligations under the Data Privacy Act of 2012, Stockholder’s registrations will be stored in accordance with the statutory retention periods. Detailed information can be found in the data protection statement of BPI.
  • The stability and availability of the Internet-based Electronic Voting in Absentia System for the 2019 Annual Stockholders’ Meeting may be subject to fluctuations and interruptions according to the state of technology. BPI cannot influence the availability, operability, stability and reliability of the telecommunications network and any third-party Internet services used. If, in spite of all security precautions, we identify unauthorized interference with the Internet system by third parties, we reserve the right to interrupt its use or end it prematurely without further announcement.
  • Exclusion of liability. BPI does not assume any warranty or liability for the operability, availability, stability, and reliability of the Electronic Voting in Absentia System. Irrespective thereof, BPI does not assume any liability for the third-party Internet services and network elements used. Furthermore, BPI does not assume any responsibility for defects and errors of the hard- and software used for the exercise of the voting right over the Internet including those of the service companies employed. The exclusion of liability does not apply to the extent that BPI or its vicarious agents have acted intentionally or with gross negligence.
  • ASM Voting