Rights and Equitable Treatment of Stockholders
Right to Participate Effectively and Vote in Annual/Special Stockholders’ Meetings
Quorum Requirement : One-half of the outstanding stock is present or represented except in cases where the Corporation Law requires a greater number.
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System Used to Approve Corporate Acts
System Used
By poll.
Description
Straight and cumulative voting.
In all items for approval, each voting share of stock (common and voting preferred share) entitles its registered owner as of the Record Date to one vote.
In the case of the election of directors, directors are elected individually. Each stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate the aforesaid shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares, or he may distribute them on the same principle among as many nominees as he shall see fit; provided that, the whole number of votes cast by him shall not exceed the number of shares owned by him multiplied by the total number of directors to be elected.
Upon registration at the annual stockholders’ meeting, each stockholder will be given a ballot to enable him to vote in writing on each item or proposal in the Agenda. Nonetheless, each stockholder may vote viva voce or by other means of communicating his approval or objection.
All votes will be counted and tabulated by the Committee of Inspectors of Proxies and Ballots and the results will be validated by the external auditor of the Company, SGV & Co.
Stockholders’ Participation During Annual Stockholders’ Meeting
The agenda for the Annual Stockholders’ Meeting, the detailed Definitive Information Statement and the unbundled proxy form are distributed to the stockholders on record at least 28 days prior to the meeting to enable the stockholders to study and understand every agenda item of the meeting.
In support of greater transparency and improved shareholder involvement, the company provides multiple voting options such as appointing a proxy, voting in-person, or through electronic voting in absentia. There is a secure, easy-to-use Voting in Absentia and Shareholder (VIASH) System accessible to all stockholders, allowing stockholders to exercise their right if unable to attend the Annual Stockholders’ Meeting. Equal effect is given to votes whether cast in person or in absentia.
During the annual stockholders’ meeting, the Chairman of the Board encourages the stockholders to ask questions for each agenda or matters for approval during the meeting. The question and answer portion is documented in the minutes of the meeting.
Because of restrictions to address the COVID-19 pandemic, and the utmost importance that the Company place on the health and well-being of its employees, its stockholders and partners, the annual stockholders meetings for the years 2020 to 2023 were held in a fully virtual format. Stockholders were able to vote using the VIASH System until the end of the meeting and questions for the meeting were allowed to be sent to corporatesecretary@ayala.com.ph.
The Company calls for a regular or special stockholders’ meeting. The details of the proposed actions for stockholders’ decision are presented in the Definitive Information Statement which is made available to the stockholders. During the meeting, the Company’s board and/or management present the proposed actions and encourage stockholders to ask questions.
In cases of amendment of the Articles of Incorporation where written assent is allowed, a stockholder may deliver, in person or by mail, his vote directly to the Corporation.
Treatment of Minority Stockholders
A Director may be removed with or without cause, but directors shall not be removed without cause if it will deny minority shareholders representation in the Board.
ImplementationThe Company strictly adheres with its policies with respect to the treatment of minority stockholders.
The minority shareholders shall have the right to propose the holding of a meeting, and the right to propose items in the agenda of the meeting, provided the items are for legitimate business purposes.
ImplementationThe Company strictly adheres with its policies with respect to the treatment of minority stockholders.
The minority shareholders shall have access to any and all information relating to matters for which the management is accountable for and to those relating to matters for which the management should include such matters in the agenda of the meeting provided always that this right of access is conditioned upon the requesting shareholder’s having a legitimate purpose for such access.
ImplementationThe Company strictly adheres with its policies with respect to the treatment of minority stockholders.
The company’s Board Charter and the Charter of the Nomination Committee allows any stockholder, including minority stockholders, to nominate candidates for board of directors.
Cash Dividend on Common Shares
Dividend Policy: As a holding company, Ayala’s policy is to provide a fixed-rate, semi-annual cash dividend on common shares.
| Declaration Date | Record Date | Payment Date |
|---|---|---|
| June 22, 2018 | July 6, 2018 | July 22, 2018 |
| December 6, 2018 | December 20, 2018 | January 5, 2019 |
| July 16, 2019 | July 30, 2019 | August 15, 2019 |
| December 5, 2019 | December 19, 2019 | January 4, 2020 |
| June 16, 2020 | June 30, 2020 | July 16, 2020 |
| December 3, 2020 | December 18, 2020 | January 2, 2021 |
| July 15, 2021 | July 29, 2021 | August 13, 2021 |
| December 10, 2021 | December 24, 2021 | January 7, 2022 |
| July 14, 2022 | July 28, 2022 | August 13, 2022 |
| December 13, 2022 | December 27, 2022 | January 12, 2023 |
| July 18, 2023 | August 1, 2023 | August 17, 2023 |
| December 11, 2023 | December 27, 2023 | January 10, 2024 |
| June 27, 2024 | July 11, 2024 | July 26, 2024 |
| December 12, 2024 | January 2, 2025 | January 11, 2025 |
Cash Dividend on Preferred A Shares
Dividend policy: The dividends are distributed at the rate of 6.3587% per annum.
| Declaration Date | Record Date | Payment Date |
|---|---|---|
| July 31, 2023 | August 14, 2023 | August 29, 2023 |
| October 31, 2023 | November 16, 2023 | November 29, 2023 |
| January 30, 2024 | February 14, 2024 | February 29, 2024 |
| April 29, 2024 | May 14, 2024 | May 29, 2024 |
| July 30, 2024 | August 13, 2024 | August 29, 2024 |
| October 30, 2024 | November 14, 2024 | November 29, 2024 |
Cash Dividend on Preferred B Series 1 Shares (Redeemed on November 15, 2023) for the Past Five (5) Years
Dividend Policy: The dividends were distributed at the rate of 5.25% per annum.
| Declaration Date | Record Date | Payment Date |
|---|---|---|
| December 6, 2018 | January 22, 2019 | February 15, 2019 |
| December 6, 2018 | April 16, 2019 | May 15, 2019 |
| December 6, 2018 | July 22, 2019 | August 15, 2019 |
| December 6, 2018 | October 21, 2019 | November 15, 2019 |
| December 5, 2019 | January 22, 2020 | February 15, 2020 |
| December 5, 2019 | April 20, 2020 | May 15, 2020 |
| December 5, 2019 | July 22, 2020 | August 15, 2020 |
| December 5, 2019 | October 20, 2020 | November 15, 2020 |
| January 28, 2021 | February 11, 2021 | February 15, 2021 |
| April 7, 2021 | April 22, 2021 | May 15, 2021 |
| July 19, 2021 | August 3, 2021 | August 15, 2021 |
| October 19, 2021 | November 2, 2021 | November 15, 2021 |
| January 17, 2022 | January 31, 2022 | February 15, 2022 |
| April 18, 2022 | May 2, 2022 | May 15, 2022 |
| July 18, 2022 | August 1, 2022 | August 15, 2022 |
| October 17, 2022 | October 31, 2022 | November 15, 2022 |
| January 16, 2023 | January 30, 2023 | February 15, 2023 |
| April 17, 2023 | May 3, 2023 | May 15, 2023 |
| July 18, 2023 | August 1, 2023 | August 15, 2023 |
| September 28, 2023 | October 27, 2023 | November 15, 2023 |
Cash Dividend on Preferred B Series 2 Shares (Redeemed on November 29, 2024) for the Past Five (5) Years
Dividend Policy: The dividends are distributed at the rate of 4.8214% per annum.
Cash Dividend on Preferred B Series 3 Shares (Issued on October 15, 2024)
The cash dividend declarations beginning December 16, 2024 are on the outstanding Preferred B Series 3 Shares.
Dividend Policy: The dividends are distributed at the rate of 6.0538% per annum.
| Declaration Date | Record Date | Payment Date |
|---|---|---|
| December 6, 2018 | January 10, 2019 | February 5, 2019 |
| December 6, 2018 | April 4, 2019 | May 5, 2019 |
| December 6, 2018 | July 10, 2019 | August 5, 2019 |
| December 6, 2018 | October 9, 2019 | November 5, 2019 |
| December 5, 2019 | February 4, 2020 | February 28, 2020 |
| December 5, 2019 | May 5, 2020 | May 29, 2020 |
| December 5, 2019 | August 4, 2020 | August 29, 2020 |
| December 5, 2019 | November 4, 2020 | November 29, 2020 |
| January 28, 2021 | February 19, 2021 | February 28, 2021 |
| April 23, 2021 | May 7, 2021 | May 29, 2021 |
| July 30, 2021 | August 13, 2021 | August 29, 2021 |
| November 2, 2021 | November 16, 2021 | November 29, 2021 |
| January 31, 2022 | February 15, 2022 | February 28, 2022 |
| April 29, 2022 | May 12, 2022 | May 29, 2022 |
| August 1, 2022 | August 15, 2022 | August 29, 2022 |
| November 2, 2022 | November 16, 2022 | November 29, 2022 |
| January 30, 2023 | February 13, 2023 | February 28, 2023 |
| May 2, 2023 | May 16, 2023 | May 29, 2023 |
| July 31, 2023 | August 14, 2023 | August 29, 2023 |
| October 31, 2023 | November 16, 2023 | November 29, 2023 |
| January 31, 2024 | February 14, 2024 | February 29, 2024 |
| April 29, 2024 | May 14, 2024 | May 29, 2024 |
| July 30, 2024 | August 13, 2024 | August 29, 2024 |
| October 30, 2024 | November 15, 2024 | November 29, 2024 |
| December 16, 2024 | January 6, 2025 | January 15, 2025 |
Cash Dividend on Voting Preferred Shares
Dividend Policy: The dividends are distributed at the 5.7730% per annum from 2019 to 2022 and 4.8096% from 2023 until 2025.
| Declaration Date | Record Date | Payment Date |
|---|---|---|
| December 2, 2016 | April 25, 2017 | May 20, 2017 |
| December 1, 2017 | April 24, 2018 | May 20, 2018 |
| December 6, 2018 | April 23, 2019 | May 20, 2019 |
| December 5, 2020 | April 23, 2020 | May 20, 2020 |
| April 8, 2021 | April 26, 2021 | May 20, 2021 |
| April 20, 2022 | May 4, 2022 | May 20, 2022 |
| April 20, 2023 | May 8, 2023 | May 20, 2023 |
| July 31, 2023 | August 14, 2023 | August 29, 2023 |
| April 22, 2024 | May 7, 2024 | May 20, 2024 |
Property Dividend on Common Shares
| Declaration Date | Record Date | Payment Date |
|---|---|---|
| April 29, 2022 | May 27, 2022 |
Alternative Dispute Resolution
Any dispute, controversy or claim between the Corporation and its stockholders arising from, relating to, or in connection with the implementation of the Articles of Incorporation or By-Laws, or from intra-corporate relations, except those involving criminal offenses and interests of third parties, may be referred to and resolved by arbitration as provided under the Philippine Alternative Dispute Resolution Act of 2014.
The arbitration shall be conducted in accordance with the Arbitration Rules of the Philippine Dispute Resolution Center, Inc. of the Philippine Chamber of Commerce and Industry (the “Arbitration Rules”) and SEC Rules and Regulations then in effect.