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Minutes of the Annual Stockholders' Meeting Of MINUTES OF THE ANNUAL STOCKHOLDERS’ MEETING OF I-REMIT, INC. Held on 31 July 2020 at 8:00 a.m. via video conference in accordance with the rules of the SEC TOTAL NUMBER OF SHARES OUTSTANDING 611,639,122 TOTAL NUMBER OF SHARES PRESENT/REPRESENTED AND ENTITLED TO VOTE 479,858,490 Before the start of the meeting, the following members of the Board of Directors present were introduced: ARSENIO M. BARTOLOME III CALIXTO V. CHIKIAMCO BANSAN C. CHOA GILBERT C. GAW HARRIS D. JACILDO FELIX ADELFO B. LOPEZ, JR. JOSE JOEL Y. PUSTA A. BAYANI K. TAN BEN C. TIU JOHN Y. TIU, JR. The presence of Ms. Anna Francesca C. Respicio, the Corporation’s Corporate Secretary, and Mr. Alvin G. Shi, one of the nominees to the position of Independent Director, were likewise acknowledged. Other executive officers of I-Remit, and representatives of Professional Stock Transfer, Inc (PSTI)., the Corporation’s Stock Transfer Agent, and R.S. Bernaldo and Associates, the Corporation’s External Auditor, were likewise in attendance. CALL TO ORDER After the Invocation and the National Anthem, the Chairman of the Board of Directors, Mr. Arsenio M. Bartolome III, called the meeting to order and presided over the same. The Corporate Secretary, Ms. Anna Francesca C. Respicio, recorded the minutes of the proceedings. CERTIFICATION OF NOTICE AND QUORUM The Secretary certified that, based on the certification provided by the Corporation’s personnel and the courier service engaged by the Corporation, notices of the meeting were sent to all shareholders of record as of 30 June 2020 in accordance with the provisions of the By-Laws. The Chairman instructed the Secretary to append the Certificate attesting to the mailing of notices to the original Minutes of the Meeting. The Secretary certified that, based on the register of attendees and proxies as tabulated by the Stock Transfer Agent, out of Six Hundred Eleven Million Six Hundred Thirty Nine Thousand One Hundred Twenty Two (611,639,122) shares of the total outstanding capital stock of the Corporation, a total of Four Hundred Seventy-Nine Million Eight Hundred Fifty-Eight Thousand Four Hundred Ninety (479,858,490) shares were present, in person or by proxy, representing an attendance of 78.45% of the total outstanding capital stock of the Corporation. Accordingly, the Secretary certified that a quorum existed for the transaction of business at hand. 1 RULES OF CONDUCT AND VOTING PROCEDURES The Chairman then informed the Body that, though the meeting was held in a virtual format, the Corporation extended the shareholders every opportunity to participate therein to the same extent as if they were in an in-person meeting. The rules of conduct and the voting procedures were briefly explained, as follows: 1. Stockholders who are participating in the annual stockholders’ meeting by remote communication may send their questions or comments through the Q&A function of Zoom Webinar. 2. Some of the questions or comments received will be read out during the Open Forum, after all matters in the agenda are concluded. However, as the time dedicated for the meeting is not unlimited, the questions and comments which will not be read out and responded to during the meeting will be answered, via e-mail, by the appropriate officers of the Corporation concerned. 3. Resolutions will be proposed for adoption by the stockholders for each of the items in the Agenda. Each proposed resolution will be shown on the screen as the same is being taken up. 4. The proxies received and the votes cast have been tabulated by the Corporate Secretary and validated by PSTI, the Corporation’s Stock Transfer Agent and third-party independent validator. APPROVAL OF THE MINUTES OF THE LAST STOCKHOLDERS' MEETING As requested by the Chairman, the Secretary advised the Body that the minutes of the last stockholders' meeting held on 05 July 2019 was immediately made available for the stockholders to view soon after the last meeting when it was posted on the Corporation’s website. The same was also made part of the documents that were recently made available to the stockholders in connection with the 2020 meeting. Upon motion duly made and seconded, the reading of the minutes of the last stockholders' meeting held on 05 July 2019 was dispensed with and the same was approved as circulated. The Corporate Secretary then presented the Resolution as proposed by Management, and based on the votes received, reported the approval by the stockholders of the following Resolution: “RESOLVED, that the Minutes of the Annual Meeting of the Stockholders of I-REMIT, INC. held on 05 July 2019 is hereby approved.” The votes for the Resolution on the approval of the Minutes of 2019 Annual Stockholders’ Meeting are as follows: AGENDA ITEM VOTES IN VOTES ABSTAIN FAVOR AGAINST Approval of Minutes of the Previous Meeting of 479,858,490 0 0 Stockholders 2019 REPORT ON OPERATIONS AND RESULTS At the request of the Chairman, the President, Mr. Harris D. Jacildo presented the following Report on the Corporation’s Operations and Results for 2019. Remittances from the Overseas Filipino Workers (OFWs) Mr. Jacildo informed the Body that despite political uncertainties across the globe, personal remittances from overseas Filipino workers (OFWs) reached a record high of $33.5 billion in 2019, 3.9% higher than the $32.2 billion recorded in 2018. The migrant labor force was still the most significant driver of globalization, although everything is at a standstill due to the on-going pandemic. 2 The Bangko Sentral ng Pilipinas (BSP) reported that sustained growth of personal remittances during the year was driven by land-based workers with work contracts of one year or more, who sent a total of $25.6 billion, 3.5% higher year-on-year. Personal remittances from sea-based and land-based workers with work contracts of less than one year sent a total of $7.1 billion, 6.5% higher than the $6.7 billion in 2018. Cash remittances from land-based and sea-based workers increased by 3.6 percent to US$21.3 billion, and 7.3 percent to US$6 billion, respectively. Inflows were mainly from the United States, which accounted for 37.6%, followed by Saudi Arabia, Singapore, Japan, United Arab Emirates, United Kingdom, Canada, Hong Kong, Germany, and Kuwait. BSP Registration and Licenses In the near future, blockchain technology would have a far-reaching impact on the remittance market. Many traditional banks, financial technology (fintech) and other financial institutions have studied, and tested the blockchain technologies used in money transfers. Around the same time, several firms, have launched their offerings into remittances, including I-Remit. I-Remit successfully obtained its registration and license to operate as a Remittance and Transfer Company with a Type C Electric Money Issuer (EMI) and Virtual Currency Exchanges (VCE) service registration, which would ensure that the Corporation can hold its own in this day of digital financial ecosystem fueled by growth drivers such as evolving customer demands, changing demographics, collaborations with appropriate partners, newer technologies and robust compliance framework. 2019 Operations and Results In 2019, I-Remit processed a total of 4.04 million transactions, which is 5.8% lower than the 4.29 million posted in 2018. In terms of value, the Corporation processed and fulfilled USD1.76 Billion worth of remittance transactions. This is 2.76% lower than the USD1.81 Billion in the previous year. From ₱893.9 Million in 2018, consolidated revenues decreased to ₱821.83 Million in 2019, or was lower by 8% or ₱72.04 Million, mainly due to decreased volumes brought about by strong competition in the market, temporary closure of the Corporation’s Italy office, and challenges with the agents, as well as the decrease in average conversion rate which contributed to the 3% decrease in service fees. Gross profit remained strong at ₱481.92 Million, with 59.4% ratio to revenue, as against ₱531.4 Million last year, a 9% decrease. Total operating expenses increased from ₱503.1 Million in 2018 to ₱511.27 Million in 2019, or an increase by ₱8.17 Million or 1.6%. Capitalized expenditure has likewise increased as the Corporation continues to expand its digital capabilities through I-Remit X Phase II software development and enhancement amounting to ₱16.98 Million in 2019. This internally-developed web and mobile based application not only strengthened I-Remit’s online presence, but has addressed the challenges brought by the emerging new players in the industry, most of which are technology-based companies that utilize the Internet in offering remittance services. The Corporation’s net income remained positive at ₱5.6 Million for 2019, though lower against ₱34.3 Million pesos in 2018. This decrease was attributable to several factors; mainly due to the low volumes in five (5) countries (down by 50.6 million), and to the decrease of foreign exchange (forex) and commission by 19 Million. 3 I-Remit Partnerships I-Remit partnered with Jumio, the leading artificial intelligence (AI) – powered trusted identity as a service provider, to create a streamlined digital onboarding and eKYC (“know your customer”) process. Jumio’s technology solves two of the Corporation’s most pressing problems – (1) onboarding scalability, and (2) customer experience – which save time and money by providing eKYC speed and precision, and at the same time providing superior customer onboarding experience. Recognizing the Filipinos’ preference to pay in cash, despite having options to pay online, I- Remit also partnered with Mavshack AB, a global Internet TV services provider, to facilitate cash payments for GMA package subscriptions in more than twenty-three (23) countries where most Filipinos live, while making good use of the Corporation’s growing network of remittance outlets, consisting of subsidiaries, branches and tie-ups in such countries and territories, mostly in Asia- Pacific, North America, Europe and the Middle East.
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