This document was downloaded from www.psbank.com.ph. Duplication or reproduction is allowed. Please do not modify its content. Document Classification: PUBLIC COVER SHEET 1 5 5 5 2 SEC Registration Number P H I L I P P I N E S A V I N G S B A N K (Company‘s Full Name) P S B a n k C e n t e r , 7 7 7 P a s e o d e R o a s c o r n e r S e d e " o S t r e e t , M a k a t i C i t y (Business Address: No. Street City/ own/Province) Leah M. Zamora 845,8888 (Contact Person) (Company elephone Number) 1 2 3 1 1 7 , A . 4 1 5 Month Day (Form ype) Month Day (Fiscal Year) (Annual Meeting) (Secondary License ype, If Applicable) Markets and Securities Regulation 2epartment ,ept. Requiring this ,oc. Amended Articles Number/Section otal Amount of Borrowings 1,456 otal No. of Stockholders ,omestic Foreign As of March 31, 1003 o be accomplished by SEC Personnel concerned File Number LC4 ,ocument ID Cashier S A M P S Remarks: Please use BLAC5 ink for scanning purposes. This document was downloaded from www.psbank.com.ph. Duplication or reproduction is allowed. Please do not modify its content. Document Classification: PUBLIC SEC Number 15552 FILE Number PHILIPPINE SAVINGS BANK 5C7MPANY‘S NAME 6 PSBank Center 777 Paseo de Roxas cor. Sede"o St., Makati City (C7MPANY‘S A,,RESS) 885-82-08 ( ELEP87NE N4MBER) 2ECEMBER 31 (FISCAL YEAR EN,IN9 M7N 8 : ,AY) SEC 7ORM 17-A (F7RM YPE) 2ecember 31, 2018 (PERIO, EN,E, ,A E) Government Securities Eligible 2ealer (SEC7N,ARY LICENSE YPE AN, FILE N4MBER) This document was downloaded from www.psbank.com.ph. Duplication or reproduction is allowed. Please do not modify its content. Document Classification: PUBLIC SEC:RITIES AN2 EXCHANGE COMMISSION SEC 7ORM 17-A ANN:AL REPORT P:RS:ANT TO SECTION 17 O7 THE SEC:RITIES REG:LATIONS CO2E AN2 SECTION 141 O7 CORPORATION CO2E O7 THE PHILIPPINES 1. For the fiscal year ended : 2ecember 31, 2018 1. SEC Identification No. : 15552 3. BIR ax Identification No. : ...,443,983,000 4. Exact name of registrant as specified in its charter : Philippine Savings Bank 5. Province, Country or other jurisdiction or organization : Metro Manila, Philippines 6. Industry Classification Code : 5SEC :se only) A. Address of principal office : 777 Paseo de Roxas corner Sede"o St., Makati City 1226 8. Registrant‘s telephone No. : 5432) 885-82-.8 3. Former name, address, and former fiscal year, if changed : Not Applicable since last report 10. Securities registered pursuant to Section 8 : 12 of the SRC itle of each class : Common Shares Number of shares outstanding : As of 2ecember 31, 2.18 > 24.,252,491 As of March 31, 2.19 > 383,109,416 11. Are any or all of these securities listed with the : Yes Philippine Stock Exchange 12. Check whether the issuer: 1. has filed all report required to be filed under Section : Yes 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder and Section 16 and 141 of he Corporation Code of the Philippines during the preceding 01 months (or for such shorter period that the registrant was re-uired to file such reports) 1. has been subject to such filing requirements for the : Yes past ninety (30) days This document was downloaded from www.psbank.com.ph. Duplication or reproduction is allowed. - 1 - Please do not modify its content. Document Classification: PUBLIC 13. he aggregate mar.et value of the voting stoc. held by : P= 2,580,940,9.8 non-affiliates of the registrant. he aggregate mar.et value shall be computed by reference to the price at which the stoc. was sold or the average bid and as.ed prices of such stoc., as of a specified date (March 31, 1209) within sixty (60) days prior to the date of filing. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate mar.et value of the common stoc. held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided the assumptions are set forth in this Form. APPLICABLE ONLY TO ISS:ERS INVOLVED IN INSOLVENCYAS:SPENSION O7 PAYMENTS PROCEE2INGS 2:RING THE PRECE2ING 7IVE YEARS: 14. Check whether the issuer has filed all documents and : Not Applicable reports required to be filed by Section 17 of the Code subse-uent to the distribution of securities under a plan confirmed by a court of the Commission. 2OC:MENTS INCORPORATE2 BY RE7ERENCE 15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-1 Into which the document is incorporated: (a) Any annual report to security holdersC (b) Any proxy or information statement filed pursuant to SRC Rule 10 and 17.1(b)C (c) Any prospectus filed pursuant to SRC Rule 8.1-1 This document was downloaded from www.psbank.com.ph. Duplication or reproduction is allowed. - 1 - Please do not modify its content. Document Classification: PUBLIC TABLE O7 CONTENTS Page No. PART I > B:SINESS AN2 GENERAL IN7ORMATION Item 1. Business 4 Item 1. Properties 16 Item 3 Legal Proceedings 16 Item 4. Submission of Matters to a Dote of Security 8olders 16 PART II > OPERATIONAL AN2 7INANCIAL IN7ORMATION Item 5. Mar.et for Issuer‘s Common Equity and Related Stockholder Matters 0A Item 6 Management‘s ,iscussion and Analysis or Plan of 7peration 13 Item A. Financial Statements 31 Item 8. Changes in and ,isagreements with Accountants and Financial ,isclosure 32 PART III > CONTROL AN2 COMPENSATION IN7ORMATION Item 9 ,irectors and Executive 7fficers of the Issuer 33 Item 10. Executive Compensation 47 Item 11. Security 7wnership of Certain Record and Beneficial 7wners and 48 Management Item 11. Certain Relationships and Related ransactions 49 PART IV > CORPORATE GOVERNANCE Item 13. Corporate 9overnance (This portion has been deleted pursuant to SEC 50 Memorandum Circular No. 1213-5. Please refer to I-AC9R to be submitted on or before May 30, 1018) PART V > EXHIBITS AN2 SCHE2:LES Item 14. Exhibits and Schedules 50 SIGNATURES 51 This document was downloaded from www.psbank.com.ph. Duplication or reproduction is allowed. Please do not modify its content. - 3 - Document Classification: PUBLIC PART I. B:SINESS AN2 GENERAL IN7ORMATION Item 1. Business 2escription of Business 1. Business 2evelopment Philippine Savings Bank (the Ban.) was incorporated in the Philippines primarily to engage in savings and mortgage ban.ing. he Ban.‘s shares are listed in the Philippine Stock Exchange (PSE). he Bank offers a wide range of products and services such as deposit products, loans, treasury and trust functions that mainly serve the retail and consumer mar.ets. 7n September 6, 1331, the Ban. was authorized to perform trust functions. he Bank‘s original Certificate of Incorporation was issued by the Securities and Exchange Commission (SEC) on Eune 30, 1363. 7n March 18, 1006, the Board of ,irectors (B7,) of the Bank approved the amendment of Article ID of its Amended Articles of Incorporation to extend the corporate term of the Ban., which expired on Eune 30, 1003, for another 50 years or up to Eune 30, 1259. his was subsequently approved by stockholders representing at least two-thirds of the outstanding capital stoc. of the Bank on April 15, 1206. he Amended Articles of Incorporation was approved by the SEC on September 17, 1006. 7n April 17, 1010, by majority vote of the B7, and by stockholders representing two-thirds of the outstanding capital stoc., the amendment of Article DI of its Amended Articles of Incorporation reducing the number of directors from a maximum of eleven (11) to a maximum of nine (9) has been approved. his was approved by the SEC on August 26, 1010. 7n March 24, 1014, the B7, approved Article III of Articles of Incorporation to specify its principal address from Makati City to PSBan. Center, 777 Paseo de Roxas corner SedeFo Street, Ma.ati City 0116. he Amended Articles of Incorporation was approved by the SEC on ,ecember 22, 1204. As of ,ecember 31, 1018 and 120A, Metropolitan Bank : rust Company (MB C), the Ban.‘s ultimate parent, owned eighty-three percent (83%) of the Ban.. As of ,ecember 31, 1018 and 1017, the Bank has a 30G interest in Sumisho Motor Finance Corporation (SMFC), a partnership with Sumitomo Corporation. SMFC is not listed in the stoc. exchange. he past years marked very significant growth as the Ban. continued to grow its core business and has been consistently on trac. in hitting its year-end targets. he Bank has sustained its focus on retail deposit ta.ing and consumer lending to upper-and middle-classes by providing efficient and creative banking solutions through its wide distribution networ.. As of 2ecember 31 Total Resources Net Income Branch 1208 P=237.73 billion P=2.66 billion 150 branches 1207 P=223.32 billion P=2.65 billion 150 branches 1206 P=196.85 billion P=2.45 billion 155 branches In 2.18 , the Ban. reported a full year net income ended at P=2.66 billion, P=7.73 million, or 0.13G higher than the same period last year of PH1.65 billion. he higher income was primarily due to the consistent growth of the Ban.‘s core consumer loans business.