PLDT Inc.
NOTICE AND AGENDA OF THE ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that PLDT Inc. (the "Company") will hold its Annual Meeting of Stockholders (the "Annual Meeting") on June 11, 2024, Tuesday, at 3:00 p.m., in hybrid format (a combination of in-person and online attendance). The in-person meeting will be held at the Grand Ballroom, Grand Hyatt Manila, 8th Avenue corner 35th Street, Bonifacio Global City, Taguig City, and will be livestreamed for stockholders participating online.
The Agenda for the Annual Meeting is as follows:
Call to order; Certification of service of notice and quorum; President's Report; Approval of the audited financial statements for the fiscal year ended December 31, 2023 contained in the Company's 2023 Annual Report as posted on PSE EDGE and the Company's website; Election of 13 directors, including 3 independent directors, for the ensuing year, whose background and information are contained in the Information Statement posted on PSE EDGE and the Company's website; and Other business as may properly come before the meeting and at any adjournments thereof.
Item 5 of the Agenda includes the re-nomination and re-election of Retired Chief Justice Artemio V. Panganiban and Mr. Bernido H. Liu who have served as independent directors beyond the 9-year term limit. In accordance with SEC Memorandum Circular No. 4 Series of 2017, the meritorious justifications for their re-nomination and re-election are set out in Item 5 of the Information Statement.
The Board of Directors has fixed April 15, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. The stock and transfer books of the Company will not be closed.
The holders of record of shares of Common Stock and Voting Preferred Stock as of the record date will be entitled to vote on the proposed corporate actions set out in Items 4 and 5 of the Agenda.
IF YOU DO NOT EXPECT TO PARTICIPATE IN THE ANNUAL MEETING, YOU MAY DOWNLOAD A COPY OF THE PROXY FORM AT https://main.pldt.com/investor-relations/shareholder-information/latest-shareholders'-news. PLEASE PRINT, EXECUTE AND RETURN THE COMPLETED PROXY FORM TO THE CORPORATE SECRETARY AT 9th FLOOR, PLDT MGO BUILDING, LEGASPI STREET CORNER DELA ROSA STREET, MAKATI CITY, OR YOU MAY SEND THE COMPLETED PROXY FORM IN PDF FORMAT TO pldtshareholderservices@pldt.com.ph. THE LAST DAY FOR SUBMISSION OF PROXIES IS ON MAY 31, 2024.
Stockholders who wish to vote online and participate by remote communication should register online via the Company's online portal at https://stockholders.pldt.com from May 9, 2024 to June 3, 2024. Stockholders who are not able to register by June 3, 2024 may no longer vote online but may still participate in the Annual Meeting by remote communication, provided that such stockholders will register not later than June 6, 2024. The Instructions on Online Registration, Online Voting, and Participation by Remote Communication may be downloaded from the Company's website at https://main.pldt.com/investor-relations/shareholder-information/latest-shareholders'-news and the PSE EDGE website at https://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=6.
The Information Statement, Proxy Form, 2023 Management Report/Annual Report for the year ended December 31, 2023 in SEC Form 17-A, Quarterly Report for the first quarter of 2024 in SEC Form 17-Q, and other pertinent documents may also be downloaded from PSE EDGE and the Company's website.
By order of the Board of Directors.
(Sgd.) Mark David P. Martinez
Assistant Corporate Secretary
May 10, 2024