METROPOLITAN BANK & TRUST CO.: Notice of Annual Stockholders’ Meeting

Notice of Annual Stockholders’ Meeting

Notice is hereby given that the Annual Stockholders’ Meeting (ASM or Meeting) of Metropolitan Bank & Trust Co. will be conducted virtually via the https://conveneagm.com/ph/metrobank_asm2021 on Wednesday, April 28, 2021 at 2:00 P.M. The following items will be taken up:

AGENDA

1. Call to Order
2. Certification of Notice and Quorum
3. Approval of the Minutes of the Annual Meeting Held on May 28, 2020
4. President’s Report to the Stockholders
5. Ratification of All Acts and Resolutions of the Board of Directors, Management and AllCommittees

from May 28, 2020 to April 27, 2021

1. Election ofDirectors for 2021-2022
2. Appointment of External Auditors for 2021-2022
3. Other Matters

    9.     Adjournment

Record Date. Stockholders of record as of March 12, 2021 shall be entitled to attend and vote at the Meeting.

Website for the Meeting

Due to the ongoing pandemic, there will be no physical venue for the Meeting.  The Meeting will be held in purely virtual mode through https://conveneagm.com/ph/metrobank_asm2021. 

Registration

Registration for the Meeting will be available to Stockholders as of March 12, 2021 (“Record Date”).  Registration will be available through the same link https://conveneagm.com/ph/metrobank_asm2021.

Stockholders who wish to participate and vote online by remote communication, either in advance or during the Meeting, have to  register beginning April 6, 2021 until April 27, 2021.

Stockholders will need to provide specific documents for validation and verification.  Upon validation of the registration and the submitted documents, a confirmation of registration will be sent to the Stockholder’s registered email address from agmaccounts@conveneagm.com.

Voting by Proxy 

Stockholders who are unable to join the meeting  may appoint a proxy until April 23, 2021 though any of the following means:

• by emailing a pdf copy of an accomplished and signed proxy form to ASMRegistration@metrobank.com.ph.A sample proxy form is available in the Company’s website https://metrobank.com.ph/annual-stockholders-meeting-2021
• by electronically accomplishing the proxy form in https://conveneagm.com/ph/metrobank_asm2021.

The submitted proxies are subject to the joint validation of the Company’s Stock and Transfer Agent and SGV and Co.

Voting in Absentia

Stockholders with confirmed registration but cannot attend the Meeting on April 28, 2021 may vote in advance, or as soon as the registration is confirmed.  Voting in absentia shall likewise be through https://conveneagm.com/ph/metrobank_asm2021.

Questions About the Meeting and the Company.

Stockholders with confirmed registration may send their advance questions in relation to the conduct of the Meeting and about the Company through https://conveneagm.com/ph/metrobank_asm2021 until April 27, 2021.

Electronic Copies of Relevant Documents. Pursuant to SEC Notice dated April 20, 2020, copies of the Notice of Meeting, Definitive Information Statement and other related documents in connection with the Meeting may be accessed through the Metrobank website https://metrobank.com.ph/annual-stockholders-meeting-2021 and through the PSE Edge portal https://edge.pse.com.ph.

Audio and video recordings of the Meeting will be provided to a stockholder upon request.

All votes cast during the Meeting shall be subject to the validation of SGV & Co.

                                                                                                                                                                   REGIS V. PUNO 

                                                                                                                                                                Corporate Secretary