First Philippine : Minutes of the 2023 Annual Stockholders' Meeting

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MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS

OF

FIRST PHILIPPINE HOLDINGS CORPORATION

HELD AT THE FIFTH EAST AT ROCKWELL

5th FLOOR POWER PLANT MALL

ROCKWELL CENTER, MAKATI CITY

ON MAY 29, 20231

CALL TO ORDER AND ROLL CALL

The Chairman of the Board and Chief Executive Officer, Mr. Federico R. Lopez, called the meeting to order and thereafter presided. He said that after three long years of holding the meeting virtually, the company was finally able to come together in person and share the occasion. He advised the stockholders that the following members of the board were present:

1DRAFT ONLY. For ratification by the stockholders at the next annual general meeting.

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The Chairman further stated that senior management, Board advisers, as well as external auditors SGV & Co., were all present at the meeting, which the Corporate Secretary, Mr. Enrique I. Quiason, formally recorded as follows:

Also present were Ms. Maria Vivian Ruiz, Mr. Wilson Tan, Mr. Martin Guantes, Ms, Frances Villamayor, and Mr. Allan Ocho, all representing the external auditors of the Corporation, SyCip, Gorres, Velayo & Co.

The Chairman requested for a minute of silence in honor of Chairman Emeritus Oscar M. Lopez, and Vice Chairman Ambassador Manuel M. Lopez, both of whom passed away recently. A video tribute for both the Chairman Emeritus and the Vice Chairman was shown on the screen.

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PROOF OF NOTICE

The Corporate Secretary confirmed that he had caused notices of the annual meeting to be published in accordance with applicable regulations of the Securities and Exchange Commission (SEC). In compliance with the SEC's requirements, the notice and agenda of the meeting were published in the Manila Times and Business Mirror, both being newspapers of general circulation, last May 6 and 7, 2023 in both printed form and online. The meeting materials including the Notice and Agenda, Explanation of Agenda Items, Definitive Information Statement, Registration and Validation Procedures including for Voting, the Management Report, and the Audited Financial Statements together with the quarterly financials and interim report were also posted in the Philippine Stock Exchange's (PSE) EDGE Disclosure System and/or in the company's website. He confirmed his execution of a Certificate attesting to this fact. The Chairman instructed the Corporate Secretary to append that Certificate to the minutes of the meeting.

DETERMINATION OF QUORUM/GROUND RULES

Upon the inquiry of the Chairman, the Corporate Secretary reported that out of the 472,618,944 common shares issued and outstanding, there were present either in person or represented by proxy 318,016,189 shares of the common stock representing 67.29% of the outstanding voting stock of the Corporation. There being a quorum, the Chairman declared the meeting open for the transaction of business. He then requested the Corporate Secretary to discuss the procedures and ground rules to be observed for the meeting.

The Corporate Secretary explained that under the Company's Articles of Incorporation, all common shares have full voting rights. Except for delinquent stock, all common stockholders of record as of April 20, 2023 were entitled to register and vote the number of shares in their name as of the record date. The Notice and Agenda as published included an explanation of the agenda items. As stated in the Registration and Validation Procedures furnished to the stockholders, a validation of the stockholders was conducted from May 19, 2023 to May 26, 2023.

For items other than the election of directors, the stockholders had the option to either vote in favor of or against a matter for approval, or to abstain.

For the election of directors, the stockholders had the option to vote their shares for each of the nominees, not vote for any nominee, or vote for one or some nominees only, in such number of shares as the stockholders prefer; provided that the total number of votes cast does not exceed the number of shares owned by them multiplied by the number of directors to be elected. In the election of directors, cumulative voting shall

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be allowed and the top fifteen nominees with the most number of votes will be elected as directors.

The Corporate Secretary explained that the manner of voting shall be non- cumulative, except as to the election of directors. Each stockholder shall have one vote for each share entitled to vote and registered in his name.

The vote of the stockholders representing at least a majority of the shares present or represented at the meeting will be sufficient to approve any of the matters for approval. In the election of directors, cumulative voting shall be allowed and the top fifteen nominees with the most number of votes will be elected as directors. Voting shall be done by balloting and the transfer agent shall count and canvass the ballots.

The vote of the stockholders representing at least a majority of the shares present or represented at the meeting will be sufficient to approve any of the matters for approval.

The Corporate Secretary said that the participation and voting procedures were also contained in the Definitive Information Statement, accessible to all stockholders through the Company's website, as well as on the EDGE disclosure system of the PSE.

For fair and orderly proceedings, the following ground rules will be observed during this meeting:

1. A stockholder who wishes to take the floor must identify himself and direct his question to the Chairman. If he is a holder of a proxy, he is to state this fact and the name of the stockholder who granted him the proxy. He must first be recognized by the Chairman before he can have the floor.
2. Questions or comments from the floor may be entertained subject to the following:
3. 1. 1. Only questions or comments relevant to the particular item in the agenda being discussed will be allowed;
      2. To give equal chance to everyone - a stockholder can ask one
         (1) question or give one (1) comment. If there are questions or comments which could not be entertained on the floor, a stockholder may submit his position in writing to the Office of the Corporate Secretary within five (5) days from the date of the meeting.
   2. A stockholder shall be given, at most, two (2) minutes to ask a question or discuss his comments.

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The Chairman may waive or allow exceptions to the foregoing rules if, in his judgment, he deems it necessary or proper under the circumstances. Any person who fails to follow the foregoing guidelines may be declared out of order and barred from further participation in the proceedings or escorted from the venue.

The Corporate Secretary reminded everyone to observe proper decorum and due courtesy during the meeting.

APPROVAL OF MINUTES

OF THE PREVIOUS MEETING

The Chairman said that the next order of business was the approval of the minutes of the previous stockholders' meeting. He said that an electronic copy of the draft minutes of the Annual Stockholders' Meeting held last May 30, 2022 was posted at the company's website within five (5) business days after the date of the actual meeting. He requested the Corporate Secretary to read the proposed resolution in this regard.

The Corporate Secretary read the draft resolution as follows:

"RESOLVED, that the stockholders of First Philippine Holdings Corporation hereby approve the minutes of the Annual Stockholders' Meeting held on May 30, 2022."

The Corporate Secretary stated that the Company received votes or proxies representing 317,369,936 shares or 99.80% of the shares present or represented at the meeting which voted in favor of the approval of the proposal, zero shares voting against, and zero shares abstaining. This was noted by the Chairman and who declared the resolution approved.

THE CHAIRMAN'S REPORT

Mr. Federico R. Lopez, the Chairman and Chief Executive Officer, then rendered his annual report, thus -

Today it's undeniable that the climate emergency being faced by humanity is real and in urgent need of action. In the last few years, we've employed various platforms, venues, and forums, including our integrated report covers, to highlight the existential threat posed by the climate crisis. Now it feels so much more encouraging as we see a myriad of sectors of society weaving threads from their respective fields into a tapestry of solutions that aims to bring carbon emissions down to zero by 2050. While the challenge is still daunting, we know that, with the right focus, countless solutions will come to light.

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