Bank of Commerce Notice of Annual Meeting of Shareholders
The annual meeting of shareholders of Bank of Commerce (the Bank) will be held on April 29, 2022, Friday, at 3:30 p.m. For the health and safety of shareholders and all concerned in light of the risks associated with the COVID-19 pandemic, the Bank will not hold a physical meeting and will instead conduct the meeting via remote communication using the Zoom application of the Pro Version license and live streaming as authorized by Board resolutions of February 22, 2022 and March 29, 2022.
The meeting agenda is as follows:
- Call to order
- Certificate of opinion and quorum
- Approval of the minutes of the Extraordinary General Meeting of November 9, 2021
- Presentation of the annual report
- Ratification of the acts and deliberations of the Board of Directors and corporate officers
- Confirmation of material Bank transactions with its DOSRI and related parties
- Approval of the modification of the preamble and the SECOND article of the amended statutes of the Bank in order to change its object from commercial bank to universal bank and to correct the typographical errors identified
- Approval of Amendments to Sections 2 and 4 of Article III of the Bank’s Amended Articles of Association to comply with Sections 28 and 52 of the Revised Companies Code and to correct identified typographical errors
- Election of the Board of Directors
- Appointment of the Statutory Auditor
Shareholders wishing to attend the meeting must notify the Bank no later than April 16, 2022by sending the following information to [email protected]: (1) Name; (2) Email address; (3) Contact number; (4) Mailing address; and (5) a scanned copy of any valid government-issued photo identification of the shareholder, to obtain the link for the 2022 Annual Meeting of Shareholders.
Shareholders can visit the Bank’s website at https://www.bankcom.com.ph/disclosure to download copies of (a) the minutes of the Extraordinary General Meeting of November 09, 2021 and (b) the proxy/vote form.
Electronic copies of the Information Statement and the MD&A will be available on the Company’s website and on PSE Edge.
Ballots and proxies may be submitted by email to [email protected], whose submission must be duly acknowledged and validated by SMC Stock Transfer Service Corporation. For an individual, the submission must be accompanied by a copy of a government-issued photo ID as proof of identity. For a company, the tender must be accompanied by a certificate from its general secretary indicating the authority of the officer of the company to represent the company at the meeting. In the event that the Covid-19 alert level status restricts the movement of people and makes it difficult to submit originally signed ballots, powers of attorney and the notarized certificate of the secretary, these documents must be submitted to the SMC Stock Transfer Service Corporation within a reasonable time after the Annual Meeting of Shareholders.
During the meeting, the Bank will receive questions and comments from shareholders after the presentation of the annual report. Questions and comments should be submitted either in advance by email to [email protected] or during the meeting by posting questions and comments in the comment box that will be made available. Priority will be given to questions sent in advance. Questions left unanswered at the meeting will be forwarded to the Office of the Corporate Secretary for an appropriate response.
The deadline for submitting the proxy and voting is April 16, 2022. The validation of proxies and ballot papers will take place on April 21, 2022 at 10:00 a.m. at SMC Stock Transfer Service Corporation Office, 2nd Floor, SMC Headquarters Complex, No. 40 San Miguel Ave., Mandaluyong City, Philippines. Only shareholders who have notified the Bank of their intention to participate by remote communication as described above and who have been validated by the Office of the Secretary General as being registered shareholders of the Bank at the April 4, 2022 will be taken into account in the calculation of the attendance of the shareholders at the meeting with the shareholders present by proxy.
(SGD.) EVITA C. CABALLA