Stockholders

We treat capital as a most valuable asset, and seek to generate superior returns for our stockholders, while being prudent in risk-taking, spending and investment. The bank treats all its stockholders equally, whether they have majority or minority interest.

The bank is committed to respect the following rights of stockholders:

Voting rights. Shareholders have the right to elect, remove, and replace directors and vote on certain corporate acts in accordance with the Corporation Code.

• Electronic Voting in Absentia. In its meeting held on February 24, 2021, the Board approved Management’s recommendations for BPI to provide the Bank’s shareholders with the option to vote in absentia in the 2021 ASM. Hence, at the April 22, 2021 ASM, BPI shareholders were able to effectively participate and had the option to cast votes in absentia through an online electronic system, as also provided for in the Revised Corporation Code
  

• Cumulative voting is used in the election of directors. Directors may be removed with or without cause; however, directors shall not be removed without cause if it would deny minority shareholders representation in the Board. Removal of directors requires an affirmative vote of two-thirds of the outstanding capital of the BPI.

• No stockholders' meeting may conduct business unless a majority of the outstanding and subscribed capital stock entitled to vote is represented, except to adjourn from day to day until such time may be deemed proper.

• The bank strictly complies with the provisions of the Corporation Code, the SEC, and the Bangko Sentral in relation to receiving notice of meetings at least two weeks prior to the meeting, right to vote, and right to appoint a proxy.

• BPI adheres to the “One Share, One Vote” rule. Its Amended By-Laws state that shareholders are entitled to voting rights equivalent to the number of shares they hold, i.e., voting is by shares of stock and not “per capita”.

Pre-emptive rights. All stockholders have pre-emptive rights, unless there is a specific denial of this right in the articles of incorporation or an amendment thereto. They have the right to subscribe to the capital stock of the BPI. The articles of incorporation lays down the specific rights and powers of shareholders with respect to the particular shares they hold, all of which are protected by law so long as they are not in conflict with the Corporation Code.

Right of inspection. Shareholders shall be allowed certain reasonable limits to inspect corporate books and records including minutes of Board meetings and stock registries in accordance with the Corporation Code. They shall be provided with an annual report, including financial statements.

Right to information. Upon request and for a legitimate purpose a shareholder shall be provided with periodic reports which disclose personal and professional information about the directors and officers and certain other matters such as their holdings of the BPI's shares, dealings with the BPI, relationships among directors and key officers, and the aggregate compensation of directors and officers. The Information Statement/Proxy Forms where these are stated must be distributed to the shareholders before annual general meetings and in the Registration Statement and Prospectus in case of registrations of share for public offering with the SEC.

Right to dividends. Stockholders have the right to receive dividends subject to the discretion of the Board. However, the Commission may direct BPI to declare dividends when its retained earnings is in excess of 100% of its paid-in capital stock, except:

• When justified by definite corporate expansion projects or programs approved by the Board;

• When the BPI is prohibited under any loan agreement with any financial institution or creditor, whether local or foreign, from declaring dividends without its consent, and such consent has not been secured; or

• When it can be clearly shown that such retention is necessary under special circumstances obtaining in the BPI, such as when there is a need for a special reserve for probable contingencies.

Appraisal right. In accordance with the Corporation Code, stockholders may exercise appraisal rights under the following circumstances:

• In case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;

• In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; and

• In case of merger or consolidation.