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This Document Was Downloaded from Duplication Or Reproduction Is Allowed 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 15552 SEC Registration Number P H I L I P P I N E S AV 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 x a s c o r n e r S e d e ñ o S t r e e t , M a k a t i C i t y (Business Address: No. Street City/Town/Province) Leah M. Zamora 845-8888 (Contact Person) (Company Telephone Number) 1 2 3 1 1 7 - A Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting – To be Announced) (Secondary License Type, If Applicable) Markets and Securities Regulation Department Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 1,455 Total No. of Stockholders Domestic Foreign As of March 31, 2020 To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK 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 (COMPANY’S NAME) PSBank Center 777 Paseo de Roxas cor. Sedeño St., Makati City (COMPANY’S ADDRESS) 8885-82-08 (TELEPHONE NUMBER) DECEMBER 31 (FISCAL YEAR ENDING MONTH & DAY) SEC FORM 17-A (FORM TYPE) December 31, 2019 (PERIOD ENDED DATE) Government Securities Eligible Dealer (SECONDARY LICENSE TYPE AND FILE NUMBER) This document was downloaded from www.psbank.com.ph. Duplication or reproduction is allowed. Please do not modify its content. Document Classification: PUBLIC SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATIONS CODE AND SECTION 141 OF CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended : December 31, 2019 2. SEC Identification No. : 15552 3. BIR Tax Identification No. : 000-663-983-000 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 : (SEC Use only) 7. Address of principal office : 777 Paseo de Roxas corner Sedeño St., Makati City 1226 8. Registrant’s telephone No. : (632) 885-82-08 9. 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 Title of each class : Common Shares Number of shares outstanding : As of December 31, 2019 – 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 26 and 141 of The Corporation Code of the Philippines during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) 2. has been subject to such filing requirements for the : Yes past ninety (90) days This document was downloaded from www.psbank.com.ph. - 1 - Duplication or reproduction is allowed. Please do not modify its content. Document Classification: PUBLIC 13. The aggregate market value of the voting stock held by : P= 260,325,038 non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold or the average bid and asked prices of such stock, as of a specified date (March 31, 2020) 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 market value of the common stock 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 ISSUERS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEDING FIVE YEARS: 14. Check whether the issuer has filed all documents and : Not Applicable reports required to be filed by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court of the Commission. DOCUMENTS INCORPORATED BY REFERENCE 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 holders; (b) Any proxy or information statement filed pursuant to SRC Rule 20 and 17.1(b); (c) Any prospectus filed pursuant to SRC Rule 8.1-1 This document was downloaded from www.psbank.com.ph. - 2 - Duplication or reproduction is allowed. Please do not modify its content. Document Classification: PUBLIC TABLE OF CONTENTS Page No. PART I – BUSINESS AND GENERAL INFORMATION Item 1. Business 4 Item 2. Properties 16 Item 3 Legal Proceedings 16 Item 4. Submission of Matters to a Vote of Security Holders 16 PART II – OPERATIONAL AND FINANCIAL INFORMATION Item 5. Market for Issuer’s Common Equity and Related Stockholder Matters 17 Item 6 Management’s Discussion and Analysis or Plan of Operation 19 Item 7. Financial Statements 34 Item 8. Changes in and Disagreements with Accountants and Financial Disclosure 35 PART III – CONTROL AND COMPENSATION INFORMATION Item 9 Directors and Executive Officers of the Issuer 36 Item 10. Executive Compensation 48 Item 11. Security Ownership of Certain Record and Beneficial Owners and 49 Management Item 12. Certain Relationships and Related Transactions 50 PART IV – CORPORATE GOVERNANCE Item 13. Corporate Governance 51 PART V – EXHIBITS AND SCHEDULES Item 14. Exhibits and Schedules 70 SIGNATURES 71 This document was downloaded from www.psbank.com.ph. - 3 - Duplication or reproduction is allowed. Please do not modify its content. Document Classification: PUBLIC PART I. BUSINESS AND GENERAL INFORMATION Item 1. Business Description of Business 1. Business Development Philippine Savings Bank (the Bank) was incorporated in the Philippines primarily to engage in savings and mortgage banking. The Bank’s shares are listed in the Philippine Stock Exchange (PSE). The 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 markets. On September 6, 1991, the Bank was authorized to perform trust functions. The Bank’s original Certificate of Incorporation was issued by the Securities and Exchange Commission (SEC) on June 30, 1959. On March 28, 2006, the Board of Directors (BOD) of the Bank approved the amendment of Article IV of its Amended Articles of Incorporation to extend the corporate term of the Bank, which expired on June 30, 2009, for another 50 years or up to June 30, 2059. This was subsequently approved by stockholders representing at least two-thirds of the outstanding capital stock of the Bank on April 25, 2006. The Amended Articles of Incorporation was approved by the SEC on September 27, 2006. On April 27, 2010, by majority vote of the BOD and by stockholders representing two-thirds of the outstanding capital stock, the amendment of Article VI 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. This was approved by the SEC on August 26, 2010. On March 24, 2014, the BOD approved Article III of Articles of Incorporation to specify its principal address from Makati City to PSBank Center, 777 Paseo de Roxas corner Sedeño Street, Makati City 1226. The Amended Articles of Incorporation was approved by the SEC on December 22, 2014. As of December 31, 2019 and 2018, Metropolitan Bank & Trust Company (MBTC), the Bank’s ultimate parent, owned eighty-eight percent (88%) and eighty-three percent (83%) of the Bank, respectively. The increase was due to the stock rights offering of the Bank last January 11, 2019. As of December 31, 2019 and 2018, the Bank has a 30% interest in Sumisho Motor Finance Corporation (SMFC), a partnership with Sumitomo Corporation. SMFC is not listed in the stock exchange. The past years marked very significant growth as the Bank continued to grow its core business and has been consistently on track in hitting its year-end targets. The Bank has sustained its focus on retail deposit taking and consumer lending to upper-and middle-classes by providing efficient and creative banking solutions through its wide distribution network. As of December 31 Total Resources Net Income Branch 2019 P=224.91 billion =3.03P billion 250 branches 2018 P=237.73 billion P=2.66 billion 250 branches 2017 P=223.32 billion P=2.65 billion 250 branches In 2019, the Bank reported a full year net income ended at =3.03P billion, P=366.19 million, or 13.76% higher than 2018 full year net income of =2.66P billion. The increase in net income was due to higher core and other operating income in 2019 versus 2018. Loans and Receivables reached =164.11P billion which was higher than the December 2018 level of =156.69P billion due to sustained increase in the consumer lending business, particularly by auto loans and mortgage loans. On April 15, 2019, by majority vote of the Board of Directors and by stockholders representing at least two- thirds of the outstanding capital stock, the amendment of Article VII of the Bank's Articles of Incorporation increasing its authorized capital stock from ₱4,250,000,000.00 divided into 425,000,000 common shares with a par value of ₱10.00 per share to ₱6,000,000,000.00 divided into 600,000,000 common shares with a par value of ₱10.00 per share has been approved.
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