MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF PHILTRUST BANK HELD ON APRIL 28, 2015 AT THE PHILTRUST BANK BUILDING 1000 UNITED NATIONS AVENUE, CORNER SAN MARCELINO STREET MANILA 1. OPENING PRAYER Dr. Jaime C. Laya, Chairman of the Board, welcomed the stockholders present at the annual meeting and led in the opening prayer. 2. CALL TO ORDER The Chairman called the meeting to order at 4:00 p.m. with the following: Stockholders: Present in person: 894,494,933 shares Present by proxy : 103,607,965 Total Present : 998,102,898 99.81% Absent : 1,897,102 0.02% Total : 1,000,000,000 shares 100% ============= ===== Among the stockholders present were the following: Directors 1. Dr. Jaime C. Laya, Chairman and President* 2. Senior Justice Josue N. Bellosillo Vice Chairman and Corporate Counsel 3. Mr. Basilio C. Yap, Vice Chairman 4. Dr. Emilio C. Yap III, Vice Chairman 5. Mr. Ernesto O. Chan, Independent Director 6. Mr. Tomas V. Apacible, Independent Director 7. Chief Justice Hilario G. Davide, Jr. Independent Director 8. Mr. Jose M. Fernandez, Director 9. Ms. Miriam C. Cu, Director 10.Dr. Johnny C. Yap, Director 11. Atty. Francis Y. Gaw, Director (By proxy) *Chairman Jaime C. Laya likewise presided over the last two (2) annual stockholders meetings.
Stockholders Meeting 2 April 28, 2015 Officers 1. Atty. Martin B. Isidro, Corporate Secretary 2. Atty. Agnes B. Urbano, Asst. Corporate Secretary 3. Mr. Benito D. Chua, Treasurer 4. Ms. Luisa A. Lucin, Chief Accounting Officer 5. Ms. Amelita G. Cua, Auditor As in the last two (2) annual stockholders meetings, the Chairman and Members of the Board Committees* were duly represented. 3. PROOF OF SERVICE OF THE REQUIRED NOTICE OF THE MEETING The Chairman inquired from the Corporate Secretary whether he had sent to all the stockholders of record the notices of the annual meeting scheduled on that day, April 28, 2015 at 4:00 p.m., as required under Article I, Sec. 5 of the By-Laws of the Company. The Corporate Secretary informed the Chairman that on April 6, 2015**, he had caused the sending of the required notices of the annual meeting to all the stockholders of record as of March 26, 2015, as prescribed in the By-Laws and showed to the Chairman his Affidavit to that effect. The Chairman directed that the Affidavit be filed with the Office of the Corporate Secretary for record purposes. 4. PROOF OF PRESENCE OF QUORUM The Chairman inquired from the Corporate Secretary whether a quorum was present. The Corporate Secretary reported to the Chairman the existence of quorum with: 894,494,933 shares present in person 103,607,965 shares present by proxy 998,102,898 Total =========== or 99.81% of the 1,000,000,000 total outstanding shares *The Board Committees consisted of: (1)Executive, (2)Trust and Investment, (3)Audit, (4)Risk Management, (5)Nomination, Election and Compensation, (6)Corporate Governance, and (7)Related Party Transaction. **As required by the PSE, the Notice and the Agenda of the Annual Stockholders Meeting were earlier disclosed to the public on March 12, 2015 through the PSE Electronic Disclosure Generation Technology (EDGE).
Stockholders Meeting 3 April 28, 2015 5. READING AND APPROVAL OF THE MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS HELD ON APRIL 29, 2014 The stockholders were furnished copies of the Minutes of the Annual Meeting of the Stockholders held on April 29, 2014. A stockholder moved that the reading of the Minutes be dispensed with and that the same be approved. comment or abstention. There being none, the stockholders adopted the following resolution, to wit: Resolved, as it is hereby resolved, to unanimously approve the Minutes of the Annual Meeting of the Stockholders held on April 29, 2014. 6. APPROVAL OF THE ANNUAL REPORT TO THE STOCKHOLDERS FOR THE YEAR 2014 The stockholders were given copies of the Bank s Annual Report for the Year 2014. The Chairman discussed the highlights and salient points of the Report. A stockholder moved that the reading of the Annual Report be dispensed with and that the same be approved. comment or abstention.
Stockholders Meeting 4 April 28, 2015 There being none, the stockholders adopted the following resolution, to wit: Resolved, as it is hereby resolved, to unanimously approve the Annual Report to the stockholders for the Year 2014. 7. RATIFICATION AND APPROVAL OF ALL THE ACTS AND TRANSACTIONS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE AND THE MANAGEMENT SINCE THE ANNUAL MEETING OF THE STOCKHOLDERS ON APRIL 29, 2014 The Chairman informed the stockholders that the acts and transactions for their ratification and approval are the collective actions of the Board of Directors, the Executive Committee and the Management, including related party transactions, done in the ordinary course of business, on an arm s length basis and for the best interest of the Bank covering the period from the Annual Stockholders Meeting of April 29, 2014 to date. A stockholder moved for the ratification and approval of all the acts and transactions of the Board of Directors, the Executive Committee and the Management, including those with related parties, since the Annual Stockholders Meeting of April 29, 2014. comment or abstention. There being none, the stockholders adopted the following resolution, to wit: Resolved, as it is hereby resolved, to unanimously approve and ratify all the acts and transactions of the Board of Directors, the Executive Committee and the Management, including transactions with related parties, since the annual meeting of the stockholders held on April 29, 2014.
Stockholders Meeting 5 April 28, 2015 8. APPOINTMENT OF EXTERNAL AUDITOR The Chairman reminded the stockholders that the external auditor to be appointed must be accredited by both the Bangko Sentral ng Pilipinas (BSP) and the Securities and Exchange Commission (SEC). As in the previous years, a stockholder moved to grant the Board of Directors authority to appoint the Bank s external auditor for the year 2015 from among the auditing firms accredited by both BSP and the SEC. comment or abstension. There being none, the stockholders unanimously adopted the following resolution, to wit: Resolved, as it is hereby resolved, to authorize the Board of Directors to appoint the Bank s external auditor for the year 2015 from among the auditing firms accredited by both the Bangko Sentral ng Pilipinas (BSP) and the Securities and Exchange Commission (SEC). 9. ELECTION OF DIRECTORS The Chairman declared the table open for nominations for the eleven (11) directors of the Bank. He then asked the Corporate Secretary if he has the list of those whose nominations were approved by the Nomination, Election and Compensation Committee. The said Committee is tasked with evaluating all nominees to determine if they possess all the qualifications and none of the disqualifications for the position of a director of a bank in compliance with the requirements of the Bangko Sentral ng Pilipinas and the Securities and Exchange Commission.
Stockholders Meeting 6 April 28, 2015 The Corporate Secretary replied that as approved and endorsed by the Board s Nomination, Election and Compensation Committee, the exclusive nominees for the eleven (11) directors of the Bank for the ensuing year 2015-2016 are: 1. Dr. Jaime C. Laya 2. Senior Justice Josue N. Bellosillo 3. Mr. Basilio C. Yap 4. Dr. Emilio C. Yap III 5. Mr. Ernesto O. Chan, Independent Director 6. Mr. Tomas V. Apacible, Independent Director 7. Chief Justice Hilario G. Davide, Jr., Independent Director 8. Mr. Jose M. Fernandez 9. Ms. Miriam C. Cu 10. Dr. Johnny C. Yap 11. Atty. Francis Y. Gaw The aforesaid eleven (11) nominees, all incumbent directors of the Bank, possess all the qualifications and none of the disqualifications for a bank director. Considering that there are eleven (11) directors to be elected, and there are only eleven (11) nominees for the said position, a stockholder moved that the unanimous vote of all the shares present at the meeting be cast in favor of each of the eleven (11) nominees and that they be declared the duly elected directors of the Bank for the ensuing year 2015-2016. comment or abstention. There being none, the motion was approved and the Chairman instructed the Corporate Secretary to cast the unanimous vote of all the shares present at the meeting in favor of each of the eleven (11) nominees.
Stockholders Meeting 7 April 28, 2015 The Chairman then declared the hereunder directors as the duly elected Directors of the Bank for the ensuing year 2015-2016 by garnering the unanimous vote of all the shares present at the meeting per the number of votes appearing opposite their respective names, to serve for one (1) year and until their successors are duly elected and qualified in accordance with the By-Laws and the pertinent regulations of the Bangko Sentral ng Pilipinas and the Securities and Exchange Commission: NAME VOTES RECEIVED 1. Dr. Jaime C. Laya 998,102,898 2. Senior Justice Josue N. Bellosillo 998,102,898 3. Mr. Basilio C. Yap 998,102,898 4. Dr. Emilio C. Yap III 998,102,898 5. Mr. Ernesto O. Chan, Independent Director 998,102,898 6. Mr. Tomas V. Apacible, Independent Director 998,102,898 7. Chief Justice Hilario G. Davide, Jr. 998,102,898 Independent Director 998,102,898 8. Mr. Jose M. Fernandez 998,102,898 9. Ms. Miriam C. Cu 998,102,898 10. Dr. Johnny C. Yap 998,102,898 11. Atty. Francis Y. Gaw 998,102,898 10. OTHER MATTERS The Chairman asked the Corporate Secretary if there is any other matter to be taken up. The Corporate Secretary replied that there is none. The Chairman then inquired from the stockholders if there is any question pertaining to the annual stockholders meeting that they would like to ask or be clarified about. There was none.
Stockholders Meeting 8 April 28, 2015 ADJOURNMENT The Chairman declared that a motion for adjournment is in order. A stockholder moved that the meeting be adjourned, and another stockholder seconded the motion. The Chairman asked if there is any objection. There being none, the Chairman adjourned the meeting at 5:20 p. m. The Chairman thanked the stockholders for their presence in the meeting and invited them to partake of the merienda-cena prepared in their honor. (Original Signed) MARTIN B. ISIDRO Corporate Secretary (Original Signed) JAIME C. LAYA Chairman