NOTICE OF ANNUAL GENERAL MEMBERSHIP MEETING 2020

In light of the COVID-19 pandemic, and the institution of government regulations to prevent the transmission of this disease, the 2020 AGM of AFPMBAI shall be held via remote communication in its entirety and no physical meeting shall be held. Hence, the meeting shall be conducted virtually, accessible only to regular members of the Association who may participate in the meeting after having completed the registration and validation procedures.

Pre-Registration

1. Only Regular Members of AFPMBAI are allowed to register and participate in the AGM scheduled on 11 July 2020 at 9 AM. Also, only Regular Members are qualified to be proxies of other regular members for the AGM.

2. Per Article II Section 2 of the Bylaws, the Regular Members of the Association are the following:

1. 1. Military personnel in the active service of the Armed Forces of the Philippines (AFP);
   2. Uniformed personnel in the active service of the Philippine National Police (PNP), Bureau of Fire Protection (BFP), Bureau of Jail Management and Penology (BJMP), and Philippine Coast Guard (PCG); and
   3. Retired and honorably separated or discharged AFP, PNP, BFP, BJMP, and PCG personnel who converted their basic insurance into paid up insurance or purchase optional insurance.

3. Regular members as of 30 April 2020 may register online for the AGM through the AFPMBAI Website: afpmbai.com.ph . Click on the 2020 AGM link on the AFPMBAI website (https://afpmbai-agm.outsystemscloud.com/AGM2020/registration.aspx) and proceed by filling out all the information required for registration.

4. The following information shall be required from the members upon registration:

1. 1. Serial Number
   2. Last Name
   3. First Name
   4. Middle Name
   5. Suffix
   6. Branch of Service
   7. Date of Birth
   8. Email Address
   9. Password
   10. Contact number (Cellphone Number)
   11. Name of Proxies (as applicable) with the same information as the registrant

5. Online registration for the AGM will begin at 12 Noon on 11 June 2020 and end at 12 Noon on 18 June 2020.

6. Registration of proxies will also be conducted during the same period. A scanned copy of the duly accomplished, signed and/or notarized proxy forms are to be sent electronically to bd,relations@afpmbai.com.ph by 12 Noon of 18 June 2020.

7. Only those members and proxies whose information and identities have been validated to be qualified to attend may be eligible to join and participate in the virtual meeting of the AGM on 11 July 2020.

8. Duly registered members will be required to download the Zoom application in the device they will be using for the 11 July 2020 AGM.

9. Duly registered regular members may also submit their candidates for Board seats according to the Rules on Nomination for the 2020 AGM.

Registration and Protocol for the AGM on 11 July 2020

1. The virtual meeting of the AGM shall be accessible only to all duly pre-registered members who have voted by 7 AM and are in the meeting room by 7:30 AM of 11 July 2020.

2. Pre-registered members will be sent an invitation to the register for the meeting and vote starting at 12 Noon of 10 July 2020 via e-mail.

3. Upon voting successfully, the member will be considered registered for the event and will receive a confirmation notice together with the link to the virtual meeting.

4. On 11 July 2020, all registered members must already be in the virtual meeting room by 7:30 AM, after which the meeting room shall already be closed and registered members can no longer join the meeting.

5. Once in the meeting, the member should turn off his microphone unless he is asked to or wishes to speak. This is to avoid the entry of unnecessary background noise that may disrupt the proceedings.

6. As in previous AGMs, the following protocols must be observed by the registered member participating in the meeting:

1. 1. Listen attentively to the discussions.
   2. Should the member have questions or comments, at the appropriate time for responding to questions or comments he should raise his hand by clicking the palm icon.
   3. Once acknowledged by the presiding officer, the member should turn on his microphone and ask the presiding officer if he may be acknowledged.
   4. Only one member will be acknowledged at a time.
   5. If the member has been acknowledged by the presiding officer, he will state his rank, name, designation or assignment clearly.
   6. The member shall ask his question or state his comment politely and clearly. Once his query/ies and/or comment/s have been addressed, he should acknowledge that he has been clarified or thank the presiding officer for acknowledging his comment/s.
   7. The member shall turn off his microphone immediately after his discussion.

Voting Process

1. Per Notice of Meeting for the AGM, the members whose identities have been validated and who have successfully registered for the meeting will be asked to vote on the following matters:

1. 1. Approval of the Minutes of the Meeting of the 18 May 2019 AGM;
   2. Ratification of the Acts and Resolutions of the Board of Trustees, Corporate Officers, and Management from 1 April 2019 to 31 May 2020;
   3. Election of the Members of the Board of Trustees for CY 2020-2021; and
   4. Approval of such Other Matters as may be raised from the floor, by the Management, or by the Board with the permission of the majority of the Board of Trustees and majority of the duly-registered members.

2. The duly-registered members will also be asked to note the following reports:

1. 1. Report of the President and CEO;
   2. Report of the Audit Committee;
   3. Report of the Governance Committee; and
   4. Report of the Nomination Committee.

3. Beginning 1 July 2020, at 12 Noon, materials for the matters for approval and notation as listed above will already be available in the AFPMBAI Website for members who are duly-registered for the AGM.

4. An online ballot shall also be available for the registered members to cast their votes for the matters here presented by 12 Noon of 10 July 2020. The member must completely fill out the ballot not later than 7 AM of 11 July 2020. Votes received beyond 7 AM on 11 July 2020 will no longer be counted.

5. The Head of the Association’s Information Technology Division shall certify and the Head of the Internal Audit Office shall validate the results of the tally of votes.

6. The certified and validated tally of the votes shall be read after each matter has been taken up during the 11 July 2020 meeting and the voting results of the entire proceedings shall be published in the AFPMBAI Website by the next working day after the meeting, by 12 Noon of 13 July 2020.

Recording of the Proceedings of the 2020 AGM

1. An audio and video recording shall be kept of the proceedings of the 11 July 2020 AGM. The record shall be safekept by the Corporate Secretary of the Association and shall be the basis for the preparation of the Minutes of the Meeting for the AGM.

Special Raffle Draw

1. Upon adjournment of the meeting, the registered member will be asked to remain in the meeting for a special raffle draw. The member may leave the meeting afterwards by clicking the icon (Leave).

2. The online streaming of the meeting will immediately end upon the completion of the raffle draw.

For clarification on these guidelines, please contact our Corporate Secretary at bd.relations@afpmbai.com.ph

In accordance with the New By-Laws of the Armed Forces and Police Mutual Benefit Association, Inc (AFPMBAI), as approved by the Securities and Exchange Commission (SEC) on 6 February 2019, at every Annual General Membership Meeting (AGM) of the Association scheduled every third Saturday of May, an election of the members of the Board will be held when proper. The rules below specify the order of procedures for the nomination and election of the members of the Board of Trustees.

Rules on Nomination of Members of the Board of Trustees

Board Seats Open for Election

In accordance with Article VI (Board of Trustees) Section 3 (Composition) of the Bylaws, “The Board of Trustees shall consist of fifteen (15) members, all of whom shall be elected during the Annual Membership Meeting from among the regular members of the Association. The Board shall be composed of one (1) each from the Office of the Chief of Staff, AFP; the Philippine Army, the Philippine Navy, the Philippine Air Force, the Philippine Coast Guard, the Bureau of Fire Protection, the Bureau of Jail Management and Penology, the Joint Staff of GHQ AFP, and the Office of the AFP Sergeant Major;  two (2) from the Philippine National Police; one (1) at large; and three (3) independent trustees at least one (1) of whom shall be a retired member of the uniformed services. Trustees must possess the necessary education, competence and experience in business, preferably in insurance operation to qualify for election to the Board.”

Nomination and Screening Process

1. The Association shall employ only two (2) modes of nomination: Nomination by the Chief of Staff of the Armed Forces of the Philippines and Nomination by the Nomination Committee.

2. Nomination by the Chief of Staff of the Armed Forces of the Philippines. The Chief of Staff of the Armed Forces of the Philippines shall be entitled to cast the votes of any and all members who are not present in person or by proxy (Article V, Section 5 of the Bylaws). In his absence, the Acting Chief of Staff, AFP or the Officer-in-Charge, AFP shall also be vested with such powers.

3. Nomination by the Nomination Committee: Nominations may also be submitted to the Nominations Committee from the regular membership. All regular members of the Association shall be given the right to nominate their candidates to the Board of Trustees. Upon publication of the Notice of Meeting for the AGM, an invitation shall also be posted for regular members to send their list of candidates for Board seats, together with their profiles, summary of information, or curriculum vitae, to the Nomination Committee via email to bd.relations@afpmbai.com.ph. The Committee shall then screen these candidates in accordance with the qualifications and disqualifications as provided for in the Revised Corporation Code, the Association’s Bylaws and Manual of Corporate Governance, and submit their final list of qualified nominees by the May AGM.

4. The representatives from the Major Service Commands, the Joint Staff of the AFP, the PNP, BFP, BJMP and PCG shall be recommended by their respective Commanding Generals/The Deputy Chief of Staff/Chiefs of the PNP, BFP, BJMP and PCG, and screened by the Nomination Committee who will ensure that all fields of expertise and all qualifications are present in the candidates or nominees.

5. The Nomination and Remuneration Committee of the Board of Trustees shall also serve as the Nomination Committee for the purpose of the election proceedings for the AGM.

6. All nominations shall be in the form of a letter addressed to the Chairman of the Board of Trustees, the Chairman of the Nomination Committee, or the AFPMBAI President. The letter should include the Summary of Information or Curriculum Vitae of the nominee and his written consent to be nominated or elected. The nominee should be duly informed that, should he be elected for the Board seat, his term of office will be up to the next AGM or election of new members of the Board of Trustees, unless sooner terminated or extended in hold-over capacity.

7. Candidates for the Board seats here enumerated must possess the necessary academic education and experience in business and insurance administration or activities related to the business operations of the Association to qualify as members of the Board. In particular, below are the qualifications and disqualifications of candidates for Board seats:

Qualifications

• • A regular member of AFPMBAI;

• • Possesses qualities of integrity and probity; and

• • Possesses necessary skills and experience in terms of management capabilities, and preferably in the field of insurance, legal, finance/investment management, audit/ accounting or related disciplines;

Disqualifications of a Trustee

The following may be considered as grounds for the permanent disqualification of a trustee:

• • Any person convicted by final judgment or order by a court, or competent administrative body of an offense involving moral turpitude, fraud, embezzlement, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false affirmation, perjury or other fraudulent acts;

• • Any person who has been adjudged by final judgment or order of the SEC, the Insurance Commission, the BSP, court or other competent administrative body to have violated, or aided, abetted, induced or procured the violation of any provision of the Revised Corporation Code, the Insurance Code, the Securities Regulation Code, or any other law, rule, regulation or order administered by the SEC, IC, or BSP or under Section 26 of the Revised Corporation Code.

• • Any person judicially declared to be insolvent;

• • Any person found guilty by final judgment of order of a court or financial regulatory authority of acts, violations or misconduct similar to any of the acts, violations or misconduct listed in the foregoing paragraphs;

• • Conviction by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code, committed within five (5) years prior to the date of his election or appointment;

• • Other grounds that the Securities and Exchange Commission, the Insurance Commission, or other related agencies may provide; and

• • Any independent trustee who becomes an officer or employee of AFPMBAI.

8. The Nomination Committee shall submit for the information of the Board of Trustees the final list of nominees for the fifteen (15) Board seats during the last Board meeting prior to the scheduled AGM. No other nominations shall be entertained from the regular members after the official list of nominees has been duly noted by the Board, except for nominations from the Chief of Staff of the Armed Forces of the Philippines.

9. The final list of nominees for the fifteen (15) Board seats shall be formally submitted to the Committee on Elections (COMELEC) after notation of the Board of Trustees. The list shall then be published in the AFPMBAI website NLT five (5) business days prior to the AGM.

10. The Chief of Staff of the Armed Forces of the Philippines may submit his list of nominees to the COMELEC up to the day of the AGM, provided that the nominees in the list have been duly certified by the Chairman of the Nomination Committee to be qualified for the Board seats for which they are being considered.

Rules on the Election of the Members of the Board of Trustees

1. A Committee on Election (COMELEC) shall be created to oversee the election process for the AGM, and to proclaim the winning candidates during said meeting.

2. The COMELEC shall be composed of third parties, independent of the AFPMBAI Management and its Board of Trustees, with majority being members of the Bar. It shall have five (5) members representing the Judge Advocate General Service (JAGS) or legal service units of the branches of service which compose the majority of AFPMBAI’s regular membership.

3. The COMELEC shall convene prior to the AGM to elect its Chairman and to officially receive the official list of nominees from the Nomination Committee. Once received, it shall validate the qualifications of the nominees in the list in accordance with the prescribed qualifications.

4. The COMELEC shall also validate the election process formulated by the Governance/Election Committee and certify that the procedure fulfills the requirements for election proceedings as required by the Revised Corporation Code and relevant regulatory agencies.

5. On the day of the AGM, the COMELEC shall preside over the election process and shall proclaim the winning candidates.

6. The members of the COMELEC shall be given per diems or honoraria, as approved by the Board of Trustees.

AGM Election Process

1. The official list of nominees for Board seats from the Nomination Committee shall be published through the AFPMBAI Website;

2. Upon registration for the virtual meeting, the regular member eligible to join the AGM shall be given access to an online ballot on which to indicate his vote for the fifteen (15) Board seats. The ballot shall be properly filled beginning 12 Noon of 10 July 2020 and not later than 7:00 AM of 11 July 2020, and the results of the online voting shall be submitted to the COMELEC by 8:30 A.M. on the day of the AGM.

3. Only votes for candidates in the official list of nominees submitted by the Nomination Committee and/or those nominees submitted by the Chief of Staff of the Armed Forces of the Philippines shall be considered valid.

4. During the AGM proper, at the Election of the Members of the Board of Trustees, the floor shall be given by the presiding officer to the Chairman of the COMELEC and the Chairman shall inform the body of the nomination process (Nomination by Committee and Nomination by Chair), and election process, in accordance with the By-Laws and these Rules, and the rationale therefor.

5. The Chairman of the COMELEC shall then present to the body the official list of nominees submitted by the Nomination Committee and the Chief of Staff of the Armed Forces of the Philippines and shall certify that the COMELEC has validated the qualifications of the candidates for the position for which they are being nominated.

6. After the official list of the nominees has been duly noted by the body, the COMELEC shall proceed to present the result of the tabulation of the election votes, as follows:

Total Number of Regular Members as of 30 April 2020                   ________________

Total Number of Votes                                                                           ________________

Less:

Number of Votes with Assigned Proxy                                                ________________

Number of Votes of Registered Regular Members Present             ________________

Total Number of Unassigned Votes                                                     ________________

Add:

Total Number of Proxies Assigned to the AFP Chief of Staff           ________________

Total Residual Votes Assigned to the AFP Chief of Staff            ________________

A tabulation of all votes cast for each elected Trustee shall be shown to all the members during the AGM.

Following this presentation, the COMELEC shall present the list of winning candidates and shall proclaim them as the duly-elected members of the AFPMBAI Board of Trustees for the period from this election until the next AGM or election of Board members.

SCOPE AND DURATION

This raffle draw is intended for the AFPMBAI’s Annual General Membership Meeting (AGM) to be held on 11 July 2020 via video conference.

MECHANICS:

1. The raffle is open to all regular membersof AFPMBAI who have pre-registered and are virtually present in the 11 July 2020 AGM.

2. To qualify, raffle participants must be included in the confirmed attendance list submitted by the AGM Verification Committee.

RAFFLE PRIZES

1. Raffle entries will vie for the following prizes:

Major Prizes

First (1^st) Prize              One (1) Winner              Twenty Thousand Pesos (P20,000)

Second (2^nd) Prize       One (1) Winner              Fifteen Thousand Pesos (P15,000)

Third (3^rd) Prize           One (1) Winner              Ten Thousand Pesos (P10,000)

Minor Prizes

Twelve (12) Winners                  Five Thousand Pesos (P5,000) EACH

Ten (10) Winners                       Three Thousand Pesos (P3,000) EACH

Twenty (20) Winners                 Two Thousand Pesos (P2,000) EACH

Twenty-Five (25) Winners         One Thousand Pesos (P1,000) EACH

Consolation Prizes

(If less than 320 attendees)

Two Hundred Fifty (250) Winners                  Eight Hundred Pesos (P800) EACH

(if more than 320 attendees)

Each member whose name wasn’t drawn from the Minor and Major Prizes Category, will receive an amount of Five Hundred (P500) EACH

2. All cash prizes are non-transferable.

DRAWING OF WINNERS

1. Each member/attendee is entitled to one (1) raffle entry only.
2. The electronic raffle entries shall be raffled off using an E-Raffle Software developed by IT Division of AFPMBAI.
3. The raffle draw will be held after the AGM Meeting via Videoconferencing. Winners will be drawn starting from the Minor prizes with 67 winners, followed by the Major prizes with 3 winners.  All members who were not drawn from the two categories will be given a consolation prize.
4. A raffle entry can win only once, if his/her name is drawn already, the system automatically eliminates his/her name from the list of entries for succeeding winners to be drawn.
5. The draw shall be witnessed by Internal Audit Office, Marketing, and ITD representatives. Drawing of winners will be documented.

ANNOUNCEMENT AND AWARDING OF WINNERS

1. Names of winners will be posted during the AGMM Videoconference ONLY.

2. Upon notification of winning, the member/ winner will be required to email the following information to mail@afpmbai.com.ph:

• • • COMPLETE NAME
    • BRANCH OF SERVICE
    • SCANNED VALID ID

Regular/Associate Members   –  Service ID

Associate Civilian Members    –  Any Government ID (SSS, Driver’s License, etc.)

• • • ATM ACCOUNT DETAILS (BANK, ACCOUNT NAME,ACCOUNT NUMBER)

3. Details of winners will be accepted until 12 JULY 2020, 05:00PM ONLY.

4. Marketing will consolidate all details and submit to Cash Management Department (CMD) through Ms Felisa T Lingan on 13 July 2020. CMD will then deposit the cash prizes to the respective winners.

GIUSEPPE LAURO E MORTA

Head, Marketing Division

AFPMBAI