Part B: Equitable Treatment of Shareholders (2021-2022)

PART B: EQUITABLE TREATMENT OF SHAREHOLDERS

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

B.1 Shares and Voting Rights

B.1.1

OECD Principle II (E): All shareholders of

YES

The PSE implements the principle of "one share, one vote" as reflected in page

the same

series of

a class should be

8 ofPSE's Definitive Information Statement, except for election of directors

Do the company's ordinary or common shares have

treated equally. Capital structures and

one vote for one share?

arrangements

that

enable

certain

where each share is entitled to as many votes as there are directors to be

shareholders to obtain a degree of

elected (cumulative voting).

influence or control disproportionate to

their equity ownership should be

disclosed. 1. Within any series of a class,

This principle is likewise reflected in page 31 of PSE's Definitive Information

all shares should carry the same rights. All

investors should be able to obtain

Statementwherein all items for approval except election of directors; each

information about the rights attached to

share of stock entitles its registered owner to one vote. Each stockholder has

all series and classes of shares before they

purchase. Any changes in economic or

cumulative voting rights with respect to the election of directors.

voting rights should be subject to

approval by those classes of shares which

are negatively affected.

PSE's 2021 SEC Form I-ACGR

ICGN 9.1

Share

classes:

Sufficient

Page 66, Supplement to Recommendation 13.1 (1)

information about the material attributes

of all of the company's classes and series

of shares should be disclosed on a timely

B.1.2

YES

Article 7 of PSE's Articles of Incorporation(pages 4-5) reflects the classes of

basis. Ordinary or common shares should

Where the company has more than one class of

feature one vote for each share.

shares that the Company has and their features (including voting rights

Divergence from a 'one-share,one-vote'

attached to them). No preferred shares of the Company has been issued yet.

shares, does the company publicize the voting rights

standard

which

gives

certain

attached to each class of shares (e.g. through the

shareholders power disproportionate to

company website / reports/ the stock exchange/ the

their economic interests should be both

disclosed and explained. Dual class share

regulator's website)?

structures should be kept under review

and should be accompanied by

commensurate

extra protections for

minority shareholders, particularly in the

event of a takeover bid.

B.2 Notice of AGM

B.2.1 Does each resolution in the most recent AGM

OECD Principle II (C): Shareholders

YES

Each resolution in the Company's latest Annual Stockholders' Meeting as

deal with only one item, i.e., there is no bundling of

should have

the

opportunity to

recorded in PSE's 2021 ASM Minutesdeals with one (1) item only.

participate effectively and vote in

several items into the same resolution?

general shareholder meetings and

JUNE 2021 - MAY 2022 ACGS SELF-ASSESSMENT

2

ACMF

ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART B: EQUITABLE TREATMENT OF SHAREHOLDERS

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

B.2.2.

should be informed of the rules,

YES

The Company makes available the notice to all stockholders of the annual

Are the

company's notice of the most recent

including voting procedures,

that

stockholders' meeting in a timely manner and uses the English language as its

AGM/circulars fully translated into English and

govern shareholder meetings:

mode of communication in all announcements and/or circulars.

published on the same date as the local-language

1. Shareholders

should

be

version?

PSE's Definitive Information Statement

furnished with sufficient and timely

PSE's Preliminary Information Statement

information concerning the date,

Amended ASM Notice (18 June 2021)

location and agenda of general

ASM Notice (21 Apr 2021)

meetings, as well as full and timely

information regarding the issues to

Postponement of ASM (21 Apr 2021)

be decided at the meeting.

2. Processes and procedures for

general

shareholders. Company

procedures should not make it

unduly difficult or expensive to cast

votes.

4.

Effective

shareholder

participation in

key corporate

JUNE 2021 - MAY 2022 ACGS SELF-ASSESSMENT

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PART B: EQUITABLE TREATMENT OF SHAREHOLDERS

SCORECARD ITEM

GUIDING REFERENCE

RESPONSE (Yes/No)

COMPANY REMARKS

B.2.5

the nomination and election of

YES

The company's proxy documents are easily available and accessible by the

Were the proxy documents made easily available?

board

members,

should

be

public. The proxy form is posted in the company website's Annual

facilitated.

Stockholders' Meeting Announcementsection.

4. Shareholders should be able to

vote in person or in absentia.

ICGN Principle 3.1 Composition

(Board):

There should be

a

sufficient mix of individuals with

relevant

knowledge,

independence,

competence,

industry experience and diversity

of perspectives

to

generate

effective challenge,

discussion

and objective decision-making.

qualifications, and

professional

PSE's 2021 SEC Form I-ACGR

Page 69, Supplemental to Recommendation 13.2

background;

c) recent and current board and

management mandates at other

companies, as well as significant

roles on non-profit/charitable

organizations;

d)

factors

affecting

independence,

including

JUNE 2021 - MAY 2022 ACGS SELF-ASSESSMENT

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