Psbank Definitive Information Statement for April 26, 2021 ASM
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This document was downloaded from www.psbank.com.ph. Duplication or reproduction is not allowed. Please do not modify its content. Document Classification: PUBLIC March 30, 2021 Philippine Stock Exchange 9/F PSE Tower, 28th St. cor. 5th Ave. Bonifacio Global City (BGC) Taguig City, Philippines Attention: MS. JANET A. ENCARNACION Head, Disclosure Department Securities and Exchange Commission G/F Secretariat Building PICC Complex, Roxas Boulevard Pasay City 1307 Attention: Director Vicente Graciano P. Felizmenio, Jr. Corporate Governance and Finance Department Subject: Submission of SEC 20-IS Definitive Information Statement Dear Ms. Encarnacion and Director Felizmenio, Relative to the submission of the SEC 20-IS Definitive Information Statement, we hereby submit the following documents: 1. Cover letter attached to the online submission of SEC 20-IS Definitive Information Statement 2. Cover Sheet 3. SEC 20-IS Definitive Information Statement with signature of Corporate Secretary (notarized and in pdf format) with the following components (in compliance with SRC Rule 20 and Revised SRC Rule 68) : 1 Definitive Information Statement, Management Report, Statement of Management Responsibility Annex A Audited Financial Statements as of December 31, 2020 and 2019 and for the Years Ended December 31, 20 20, 2019 and 2018; and Independent Auditor’s Report Supplementary Schedules · Reconciliation of retained earnings available for dividend declaration · Map showing the relationships between and among the company and its ultimate parent company, middle parent, subsidiaries or co-subsidiaries, and associates, wherever located or registered · Supplementary schedules as required by Revised SRC Rule 68 - Annex 68- J · Schedule of financial soundness indicators Annex B SEC Form 17-C Annex C Certification of Independent Directors (including Nominee Director) Annex D List of Stockholders as of March 5, 2021 (Record Date) as disclosed with PSE We hope that you will find everything in order. Thank you very much. Very truly yours, Leah M. Zamora Controller and Finance Group Head [email protected] / 02-88858816 This document was downloaded from www.psbank.com.ph. Duplication or reproduction is not 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 &RPSDQ\¶V)XOO1DPH 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 8885-8208 (Contact Person) (Company Telephone Number) DEFINITIVE 1 2 3 1 2 0 - I S 0 4 2 6 Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) (Secondary License Type, If Applicable) Markets and Securities Regulation Department Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 1,450 Total No. of Stockholders as of Domestic Foreign February 28, 2021 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. 1 This document was downloaded from www.psbank.com.ph. Duplication or reproduction is not allowed. Please do not modify its content. Document Classification: PUBLIC PHILIPPINE SAVINGS BANK &203$1<¶61$0( PSBANK CENTER 777 Paseo de Roxas cor. Sedeno St. Makati City &203$1<¶6$''5(66 8885-82-08 (TELEPHONE NUMBER) DECEMBER 31 (FISCAL YEAR ENDING MONTH & DAY) SEC Form 20-IS (FORM TYPE) March 30, 2021 (PERIOD ENDED DATE) Government Securities Eligible Dealer (SECONDARY LICENSE TYPE AND FILE NUMBER) 2 This document was downloaded from www.psbank.com.ph. Duplication or reproduction is not allowed. Please do not modify its content. Document Classification: PUBLIC SECURITIES AND EXCHANGE COMMISSION SEC FORM 20- IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Type of Statement ( ) Preliminary Information Statement ( x ) Definitive Information Statement 2. Name of Registrant as PHILIPPINE SAVINGS BANK specified in its character 3. Province, country or other Manila, Philippines jurisdiction or incorporation or organization 4. SEC Identification No. 15552 5. BIR Tax Identification No. 000-663-983-000 6. Address of principal office & PSBank Center, 777 Paseo de Roxas corner Sedeño Sts., Makati City Postal Code 1226 7. 5HJLVWUDQW¶V7HOHSKRQH1R (632) 8885- 8208 including area code 8. Date, time, and mode of April 26, 2021 3:00 PM conduct of meeting of security holder Virtual meeting via secure online meeting platform (CISCO WEBEX) 9. Approximate date on which the March 31, 2021 Information Statement is first to be sent or given to security holders 10. In case of Proxy Solicitations Name of Person Filing the Statement Not Applicable Address and Telephone Number Not Applicable 11. Securities registered pursuant Common Shares to Section 4 and 8 of RSA 426,859,416 outstanding (information on number of shares as of February 28, 2021 and amount is applicable only to corporate registrant) 12. $UHDQ\RUDOORIUHJLVWUDQW¶V Yes Securities listed on the Philippine Stock Exchange 3 This document was downloaded from www.psbank.com.ph. Duplication or reproduction is not allowed. Please do not modify its content. Document Classification: PUBLIC N27,&(2)$118$/672&.+2/'(56¶0((7,1* Notice is hereby given that the annual meeting of stockholders of the Philippine Savings Bank (PSBank) will be held on April 26, 2021, Monday , at 3:00 P.M. In light of the COVID-19 pandemic and to ensure the safety and welfare of our stockholders, the meeting will be conducted virtually via secure online meeting platform (CISCO WEBEX) to pass upon the following matters: 1. Call to Order 2. Certification of Notice and Quorum 3. Approval of the Minutes of the Annual Stockholde UV¶0HHWLQJKHOGRQ May 27, 2020 4. Presentation of the 3UHVLGHQWµV5HSRUWDQGWKH36%DQN¶V$XGLWHG)LQDQFLDO6WDWHPHQWV 5. Confirmation of All Acts of the Board of Directors, Management and All Committees 6. Extension of Terms of Mr. Jose T. Pardo and Mr. Samson C. Lim as Independent Directors 7. Election of the Members of the Board of Directors 8. Appointment of the External Auditor 9. Other Matters 10. Adjournment Stockholders of record as of March 5, 2021 shall be entitled to vote at the Meeting. Pocholo V. Dela Peña Corporate Secretary Stockholders who intend to participate or be represented in the virtual meeting shall first submit the following via email to [email protected] not later than April 12, 2021, subject to validation procedures, to gain access to the secure online meeting link: x Letter of Intent (LOI) to participate by remote communication and vote in absentia x Duly accomplished proxy instrument for a representative to the virtual meeting, as applicable x Copy of proof of identity, ownership and other certification/information for validation purposes Once validated, a confirmation along with access credentials to the secure online meeting link shall be sent WR WKH VWRFNKROGHU¶V HPDLO DV SURYLGHG )RU UHIHUHQFH DQG RWKHU GHWDLOV SOHDVH JR WR https://www.psbank.com.ph/annual-stockholders-meeting-2021/. The Information Statement (IS) containing the attendance/voting (via remote communication) and nomination/election procedures, along with the Notice and Agenda, Proxy and other ASM-related information can be accessed through any of the following options: 1. Go to the PSBank website via this ASM link: https://www.psbank.com.ph/annual-stockholders-meeting-2021/ 2. Go to the PSE EDGE portal via https://edge.pse.com.ph 3. Request for a copy by sending an email to [email protected] Philippine Savings Bank Head Office: 777 Paseo de Roxas corner Sedeño St., 1226 Makati City The meeting proceedings shall be recorded in audio and video format and shall be made available in a secured manner to stockholders upon request by sending an email to [email protected]. For ASM-related matters, please go to https://www.psbank.com.ph/annual-stockholders-meeting-2021/. For ASM-related queries, please send an email to [email protected] or contact the Office of the Corporate Secretary at 8885-8208 local 8180/8535. For account XSGDWLQJYDOLGDWLRQFRQFHUQVSOHDVHJHWLQWRXFKZLWK36%DQN¶V6WRFN7UDQVIHU$JHQW0HWUREDQN7UXVW%DQNLQJ* roup (Attention: Walter R. Briones or Ma. Annette Valene A. Bautista), through 857-5694 to 95 or via email to [email protected] or [email protected]. 4 This document was downloaded from www.psbank.com.ph. Duplication or reproduction is not allowed. Please do not modify its content. Document Classification: PUBLIC EXPLANATION AND RATIONALE OF AGENDA ITEMS 1. Call to Order Chairman Jose T. Pardo will welcome stockholders and guests to formally begin the 2021 Annual 6WRFNKROGHUV¶0HHWLQJRI PSBank. 2. Certification on Notice and Quorum The Corporate Secretary, Pocholo V. dela Pena, will certify that the Notice of Meeting has been duly sent and circulated via appropriate disclosures and publications pursuant to the regulations of the Securities and Exchange Commission (SEC) for the purpose of informing the Stockholders of record. The Corporate Secretary will further announce whether or not a quorum is present constituting two-thirds of the outstanding capital stock. 3. $SSURYDORIWKH0LQXWHVRIWKH$QQXDO6WRFNKROGHUV¶0HHWLQJKHO d on May 27, 2020 7KHVWRFNKROGHUVZLOOEHUHTXHVWHGWRDSSURYHWKHPLQXWHVRIWKH$QQXDO6WRFNKROGHUV¶0HHWLQJKHOGRQ May 27, 2020, which contain, among others, the (a) Annual Report to Stockholders, (b) Confirmation of all acts of the Board of Directors, Management and all Committees, (c) Election of the members of the Board of Directors and (d) Appointment of the External Auditor. Resolution to be Adopted : Stockholders will vote for the adoption of a resolution approving the minutes of the May 27, 2020 $QQXDO6WRFNKROGHUV¶0HHWLQJ 4. 3UHVHQWDWLRQRIWKH3UHVLGHQW¶V5HSRUWDQGWKH36%DQN¶V$XGLWHG)LQDQFLDO6WDWHPHQWV $)6 DVRI'HFHPEHU 2020 7KH3UHVLGHQWZLOOUHQGHUKLV$QQXDO5HSRUWRQWKH%DQN¶VDFWLYLWLHVEXVLQHVVDQGILQDQFLDOSHUIRUPDQFHI or year-end 2020.