Part A: Rights of Shareholders (2021-2022)

ASEAN CORPORATE GOVERNANCE SCORECARD SELF-ASSESSMENT

(2021-2022)

PART A: RIGHTS OF SHAREHOLDERS

ACMF ASEAN CORPORATE GOVERNANCE SCORECARD

LEVEL 1

PART A: RIGHTS OF SHAREHOLDERS

SCORECARD ITEMGUIDING REFERENCE RESPONSE (Yes/No)COMPANY REMARKS

A.1 Basic Shareholder Rights

	A.1.1	G20/OECD (2015) Principle II:		NO	The Company has adopted a policy for the declaration of regular cash dividends
	Does the company pay (interim and final/annual)	The	Rights	and	Equitable			out of the unrestricted retained earnings equivalent to fifty percent (50%) of
	dividends in an equitable and timely manner; that is,	Treatment	of Shareholders			the Company's audited net income. The declaration of regular (and special)
	all shareholders are treated equally and paid within	and Key Ownership Functions			dividends is dependent on the cash flow, business plan and financial condition
	30 days after being (i) declared for interim dividends
	(A)	Basic shareholder rights			of the Company. The Company has regularly declared and paid dividends to all
	and (ii) approved by shareholders at general
	should include the right to: (6)			shareholders as of record date (Dividend History).
	meetings for final dividends? In case the company
	share in the profit of	the
	has offered Scrip dividend, did the company paid 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
											PSE's 2021 SEC Form 17-A (Annual Report)
											Pages 11-12, Dividends and Dividend Policy
											PSE's 2021 SEC Form I-ACGR
											Page 68, Supplement to Recommendation 13.1 (7)
											Page 72-73, 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
			sufficiently	informed about,			laws. Prior approval of shareholders representing majority of the outstanding
			and	have	the	right	to			capital stock who constitute a quorum and who are present, in person or by
		JUNE 2021 - MAY 2022 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
	participate	in,	decisions		proxy, pursuant to Article IV, Section 4 of the Company's By-laws is required
	concerning	fundamental		for 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)reflects 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's Articles of IncorporationandPSE'sBy-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

JUNE 2021 - MAY 2022 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
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
			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 ofPSE's Articles of IncorporationandPSE'sBy-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

JUNE 2021 - MAY 2022 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
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.
					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

Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non- executive directors/commissioners?

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

Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated.

Shareholders should be able to make their views known, including through

NO	Page 30 ofPSE's Manual on Corporate Governanceprovides that the
	Company's Corporate Governance Committee studies, sets and reviews the
	compensation structure of the entire organization, including the Board of
	Directors.
	Members of the Board of Directors are not entitled to any remuneration except
	for reasonable per diem which is not required by law to be approved by the

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