NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Please be notified that China Bank Savings, Inc. will have a special meeting on December 17, 2020, Thursday at 10:00 AM purposely to elect its 4th independent director. Due to the current pandemic the whole nation is encountering, the special meeting of the stockholders of China Bank Savings, Inc. will be conducted virtually via Zoom.
Agenda:
1. Call to Order
2. Proof of Notice of Meeting
3. Certification of Quorum
4. Election of 4th Independent Director
5. Other Matters
6. Adjournment
Stockholders of record as of December 10, 2020 shall be entitled to notice of and vote at the meeting. The stock and transfer books of CBS will be closed from December 10 to 17, 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 December 14, 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 special 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 December 14, 2020, 4:00 P.M.
Makati City, 20 November 2020
Note: CBS' Definitive Information Statement can be accessed through CBS' website, www.cbs.com.ph.
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 special meeting of stockholders of China Bank Savings, Inc.
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, in accordance with the China Bank Savings, Inc.'s By-laws, 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 China Bank Savings, Inc. 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 through the Bank's online registration system on or before December 14, 2020. All information submitted shall be subject to verification and validation of the Corporate Secretary. After verification and validation, an email containing their log-in details for the online voting system shall be sent to the stockholders. The procedures for online registration and verification, online voting in absentia, and participation in the meeting through remote communication are set forth in the Information Statement which can be accessed through China Bank Savings, Inc.'s website, www.cbs.com.ph.
4. Election of Independent Director. The Chairman of the Nomination and Corporate Governance Committees will present the nominee for election as independent director and as a member of the Board of Directors. The name of the nominee and her profile are provided in the Information Statement posted in the Bank's website.
5. 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.
6. 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.
