Please be notified that due to the current pandemic the whole nation is encountering, the annual meeting of the stockholders of China Bank Savings, Inc. will be conducted virtually via Zoom meeting on August 13, 2020, Thursday at 10:00 A.M., for the following purposes:
Call to Order
1. Proof of Notice of Meeting
2. Certification of Quorum
3. Approval of the Minutes of Annual Meeting of Stockholders on June 20, 2019
4. Annual Report to Stockholders
5. Approval of the Audited Financial Statements for the year ended December 31, 2019
6. Ratification of all acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2019, including the ratification of related party transactions
7. Election of Directors
8. Appointment of External Auditor
9. Amendment of By-Laws
10. Other Matters
11. Adjournment
Stockholders of record as of July 15, 2020 shall be entitled to notice of and vote at the meeting. The stock and transfer books of CBS will be closed from July 30 to August 13, 2020.
Because of the present situation, stockholders may only attend the meeting by remote communication through an online live broadcast and exercise their right to vote in absentia by appointing a proxy. There will be audio and video recordings of the meeting.
Stockholders intending to participate by remote communication and exercise the right to vote in absentia should notify the Bank by sending an e-mail to ocs.cbs@chinabank.ph by appointing a proxy on or before August 6, 2020. All information submitted shall be subject to verification and validation of the Corporate Secretary. After verification and validation, an e-mail containing their log-in-details for the online participation/attendance shall be sent to the stockholders.
Stockholders who have successfully registered and been duly verified can access the online livestreaming of the annual stockholders’ meeting and vote in absentia by appointing a proxy.
Stockholders intending to participate by appointing a proxy should submit their proxy forms to the Office of the Corporate Secretary at the 26th Floor Salcedo Towers, 169 H. V. Dela Costa St., Makati City, by email (ocs.cbs@chinabank.ph) not later than August 6, 2020, 5:00 P.M.
Makati City, 28 July 2020
Note: CBS’ Definitive Information Statement and the explanation of each agenda item can be accessed through CBS’ website, www.cbs.com.ph.
[Original Signed]
Atty. ODEL S. JANDA
First Vice President & Acting Corporate Secretary
Annex “A”
EXPLANATION OF AGENDA ITEMS
1. Call to Order
Chairman Ricardo R. Chua will welcome the stockholders and guests and formally begin the 2020 annual meeting of stockholders of China Bank Savings.
2. Proof of Notice of Meeting
Atty. Odel S. Janda, Acting Corporate Secretary, will certify the date the notice of meeting with the information statement was posted in the Bank‘s website, to give the stockholders a chance to participate virtually due to the government’s declaration to place the National Capital Region (NCR) to General Community Quarantine (GCQ), and the date such notice was published in two newspapers of general circulation.
3. Certification of Quorum
Atty. Janda will certify the existence of quorum. A meeting where the stockholders holding a majority of the outstanding capital stock of CBS are present either by proxy, through remote communication or in absentia shall constitute a quorum and be competent to transact business. Stockholders intending to participate by remote communication and exercise the right to vote in absentia should notify the Bank by sending an e-mail to ocs.cbs@chinabank.ph and register via e-mail on or before August 6, 2020. All information submitted shall be subject to verification and validation of the Acting Corporate Secretary. After verification and validation, an e-mail containing their log-in details for the online voting system shall be sent to the stockholders.
4. Approval of the Minutes of Annual Meeting of Stockholders on June 20, 2019
Stockholders will be asked to approve the minutes of the stockholders’ meeting held on June 20, 2019, which contain, among others, the annual report to stockholders and approval of financial statements, ratification of all acts of the Board of Directors, Executive Committee, other committees and Management, during the fiscal year 2019 and immediately preceding the meeting, election of the Board of Directors, appointment of external auditor, delegation to the Board of Directors of power to amend by-laws, The minutes may be accessed through the China Bank Saving‘s website www.cbs.com.ph.
5. Annual Report to Stockholders
Stockholders will be provided information about the Bank‘s activities, business and financial performance, and other relevant data for the year 2019 and the 1st Semester of 2020. A copy of the annual report is posted in the Bank‘s website.
6. Approval of the Audited Financial Statements for the year ended December 31, 2019
Stockholders will be provided information about the financial position, performance and changes in the financial position of the Bank. The financial statements are included in the Information Statement posted in the Bank‘s website.
7. Ratification of all acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2019, including the ratification of related party transactions
All acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2019, including the ratification of related party transactions, will be presented to the stockholders for their approval and ratification.
8. Election of Directors
The Chairman of the Nominations Committee and/or Corporate Governance Committee will present the nominees for election as members of the Board of Directors, including the independent directors. The list of nominees, with their profiles, are provided in the Information Statement posted in the Bank‘s website.
9. Appointment of External Auditor
The stockholders will be asked to ratify the selection by the Audit Committee and Board of the auditors of the Bank.
10. Amendment of By-Laws
The Board resolution of July 22, 2020 amending the By-Laws in order to update and clarify processes and practices of the business and comply with the requirements of the Revised Corporation Code of the Philippines and the Bangko Sentral ng Pilipinas‘ Manual of Regulations for Banks, will be presented to the stockholders for their approval.
11. Other Matters
All matters that arise after the notice, agenda, and information statement have been published may be presented for the consideration of the stockholders. Other businesses as may properly come before the stockholders may also be raised.
12. Adjournment
The Chairman will adjourn the meeting when the scheduled order of business is completed and no further business or matter is considered or raised.
