Philippine Stock Exchange, Inc.PSE: PSE

Part A: Rights of Shareholders (2022-2023)

· Issued by Philippine Stock Exchange, Inc.

ASEAN CORPORATE GOVERNANCE SCORECARD SELF-ASSESSMENT

(2022-2023)

PART A: RIGHTS OF SHAREHOLDERS

ACMF

ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART A: RIGHTS OF SHAREHOLDERS

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

A.1 Basic Shareholder Rights

A.1.1

G20/OECD (2015) Principle II:

NO

The PSE adopts a policy for the declaration of regular cash dividend out of the

Does the company pay (interim and final/annual)

The

Rights

and

Equitable

unrestricted retained earnings equivalent to fifty percent (50%) of the PSE's

dividends in an equitable and timely manner; that is,

Treatment

of Shareholders

net income. However, the PSE can also declare special dividends, which it has

all shareholders are treated equally and paid within

and Key Ownership Functions

done so for the past few years, in addition to the regular dividend policy. The

30 days after being (i) declared for interim dividends

(A)

Basic shareholder rights

declaration of regular and special dividends is dependent on the cash flow,

and (ii) approved by shareholders at general

should include the right to: (6)

business plan, and financial condition of the PSE.

meetings for final dividends? In case the company

share in the profit of the

has offered Scrip dividend, did the company pay the

corporation

As a matter of policy, the company pays cash dividends within thirty (30) days

dividend within 60 days?

from declaration.

PSE's Manual on Corporate Governance

Page 51, Article VII, 1.5. Right to Dividends

SEC Form 17-A 2022

Page 11, Dividends and Dividend Policy

PSE's 2022 Integrated Annual Corporate Governance Report

Page 71, Supplement to Recommendation 13.1 (7)

Pages 75-76, Recommendation 14.2 (1)

PSE's Company Website on Rights of Shareholders

A.2 Right to participate in decisions concerning fundamental corporate changes

Do shareholders have the right to participate in:

A.2.1

G20/OECD (2015) Principle II

YES

The company respects the right of shareholders to participate in the proposed

Amendments to the company's constitution?

(B):

Shareholders

should be

amendments to the company's constitution in accordance with Philippine laws.

sufficiently

informed about,

Prior approval of shareholders representing majority of the outstanding capital

and have the right to

stock who constitute a quorum and who are present, in person or by proxy,

participate

in,

decisions

pursuant to Article IV, Section 4 of the company's By-laws is required for

JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT

2

ACMF

ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART A: RIGHTS OF SHAREHOLDERS

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

concerning

fundamental

amendments to By-laws while the approval of shareholders representing at

corporate changes such as:

least two-thirds (2/3) of the company's outstanding capital stock without

(1) Amendments

to

the

prejudice to the appraisal right of dissenting shareholders is required for

statutes, or

articles

of

amendments to the company's Articles of Incorporation.

incorporation

or

similar

governing documents of the

The latest AOI amendment of the company was in 2019. The Minutes of the

company.

Annual Stockholders' Meeting (ASM)reflect the participation of our

shareholders with regard to the amendment as item 8 (Page 3-4). Prior to the

meeting, the shareholders are sufficiently informed of proposed amendments

to the company's Articles of Incorporation and By-laws, and other corporate

documents through the company's disclosures such as the 2019 Definitive

Information Statement(Item 7, page 3).

The latest copies ofPSE Articles of IncorporationandPSEBy-Lawsas

approved by the Securities and Exchange Commission are found on the

company's website.

Lastly, the right of shareholders to vote on certain corporate acts in accordance

with the Revised Corporation Code is reflected in the company's Manual on

Corporate Governance andPSE's Company Website on Rights of

Shareholders.

PSE's Manual on Corporate Governance

Pages 49-50, Article VII, 1.3 Right to Participate in Stockholders' Meeting and to Vote

on Matters Submitted for Stockholders' Approval

A.2.2

G20/OECD (2015) Principle II

YES

The company respects the right of shareholders to participate in the

The authorisation of additional shares?

(B): (2) the authorisation of

authorization of additional shares, which is reflected in amendments to the

additional shares.

company's Articles of Incorporation in accordance with Philippine laws. Prior

approval of shareholders representing at least two-thirds (2/3) of the

JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT

3

ACMF

ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART A: RIGHTS OF SHAREHOLDERS

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

company's outstanding capital stock without prejudice to the appraisal right of

dissenting shareholders is required for authorization of additional shares.

The latest amendment to the company's Articles of Incorporation reflected the

creation of preferred shares. The shareholders were sufficiently informed of

this corporate act through the company's disclosures such as the report on the

Board's approval of the creation of preferred sharesandPSE's Definitive

Information Statement(pages 2-3). Actual approval by the company's

shareholders of the latest amendments to the Articles of Incorporation can be

found in pages 2-4 ofPSE's 2019 ASM Minutes.

The latest copies of PSE's Articles of Incorporationand By-Lawsas approved

by the Securities and Exchange Commission are found in the company's

website.

Lastly, the right of shareholders to vote on certain corporate acts in accordance

with the Revised Corporation Code is reflected in the company's Manual on

Corporate Governance andPSE's Company Website on Rights of

Shareholders.

PSE's Manual on Corporate Governance

Pages 49-50, Article VII, 1.3 Right to Participate in Stockholders' Meeting and to Vote

on Matters Submitted for Stockholders' Approval

A.2.3

G20/OECD (2015) Principle II

YES

The company respects the right of shareholders to participate in the transfer

The transfer of all or substantially all assets, which

(B):

(3)

extraordinary

or sale of all or substantially all assets of the company. Prior approval of

in effect results in the sale of the company?

transactions,

including the

shareholders representing at least two-thirds (2/3) of the company's

transfer of all or substantially

outstanding capital stock without prejudice to the appraisal right of dissenting

all assets, that in effect result

shareholders is required for the transfer of all or substantially all assets of the

in the sale of the company.

company in accordance with Philippine laws.

JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT

4

ACMF ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART A: RIGHTS OF SHAREHOLDERS

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

Shareholders of the company have yet to exercise this right as there has been

no corporate action requiring the exercise of said right.

Lastly, the rights of shareholders to vote on certain corporate acts in

accordance with the Revised Corporation Code, and appraisal right are

reflected in the company's Manual on Corporate Governance and PSE's

Company Website on Rights of Shareholders.

PSE's Manual on Corporate Governance

Pages 49-50, Article VII, 1.3 Right to Participate in Stockholders' Meeting and to Vote

on Matters Submitted for Stockholders' Approval

Page 50, Article VII, 1.6 Appraisal Right

A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern generalshareholder meetings

A.3.1

G20/OECD (2015) Principle II (C): (4)

NO

Page 30 ofPSE's Manual on Corporate Governanceprovides that the

Do shareholders have the opportunity, evidenced

Effective shareholder participation in

company's Corporate Governance Committee studies, sets and reviews the

by an agenda item, to approve remuneration (fees,

key corporate governance decisions,

compensation structure of the entire organization, including the Board of

such as the nomination and election

allowances, benefit-in-kind and other emoluments)

Directors.

of board members,

should

be

or any increases in remuneration for the non-

facilitated.

executive directors/commissioners?

Members of the Board of Directors are not entitled to any remuneration except

Shareholders should be able to make

for reasonable per diem which is not required by law to be approved by the

their views known, including through

stockholders. Allowances in the form of per diem are fully disclosed to the

votes at shareholder meetings,

on

company's stockholders in pages 39-42 of PSE'sSEC Form17-A2022.

the remuneration of board members

and / or key executives, as

applicable. The equity component of

PSE's 2022 Integrated Annual Corporate Governance Report

compensation schemes

for board

Pages 13-14, Recommendation 2.5

members and employees should be

Pages 27-28, Recommendation 3.3

subject to shareholder approval.

Page 49-50, Recommendation 8.4

JUNE 2022 - MAY 2023 ACGS SELF-ASSESSMENT

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