Dear Sir/Madam:
Notice is hereby given to all the Stockholders that in accordance with Section 2, Article Ill, of the Amended By-Laws, for the calling of Special Stockholders’ Meeting of ROBINSONS BANK CORPORATION (the “Corporation”) to be held on Tuesday, 17 January 2023 at 10:00 AM. Conformably with SEC Memorandum Circular No. 6, Series of 2020, dated March 12, 2020′, and as approved by the Board, the meeting shall be conducted virtual or through remote communication via Microsoft Teams.
The Agenda for the meeting are as follows:
I Call to Order;
II. Proof of Due Notice of Meeting;
III. Proof of Presence of Quorum;
IV. Confirmation of the Minutes of the Annual Stockholders’ Meeting on June 29, 2022;
V. Matters for Approval
a. Approval of the merger of Robinson Bank Corporation (RBC) into the Bank of the Philippine Islands (BPI) with BPI as the surviving entity;
b. Approval of the articles of merger, plan of merger, and other relevant agreements to implement the proposed merger; and
c. Approval of the authority of Mr. Elfren Antonio S. Sarte, President and Chief Executive Officer of RBC as RBC’s signatory for the conclusion and execution of the plan of merger, articles of merger, and other relevant agreements to implement the proposed merger, and the authority of Mr. Sarte to designate such persons who will represent and act for and on behalf of RBC before the PCC, BSP, SEC, the Bureau of Internal Revenue (“BIR”), the Philippine Deposit Insurance Corporation (“PDIC”), the Philippine Stock Exchange (“PSE”) and any other relevant regulatory agencies, as the case may be, among others.
VI. Other Matters
VII. Adjournment.
Stockholders who intend to participate or be represented in the meeting via Microsoft Teams or who intend
to vote in absentia shall _ first notify the Corporate Secretary via email at [email protected] on or before January 11, 2023, to gain access to the meeting subject to validation procedure.
The requirements and procedure pertaining to attendance, participation, and voting through remote communication or in absentia are provided in Item 19 of the SEC 20-IS (Information Statement) attached to and distributed with this Notice which may be accessed also at the Bank’s website at https://www.robinsonsbank.com.ph/corporate-information/disclosures/
Given this 19″ day of December 2022 in Quezon City, Philippines.
ATTY. ROEL S. COSTUNA
Corporate Secretary
¹ Guidelines on the Attendance and Participation of Directors, Trustees, Stockholders, Members, and Other Persons of Corporations in Regular and Special Meetings through Teleconferencing, Video Conferencing and Other Remote Electronic Means of Communication
