C01777-2024

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Mar 26, 2024
2. SEC Identification Number
20573
3. BIR Tax Identification No.
000-477-863-000
4. Exact name of issuer as specified in its charter
METROPOLITAN BANK & TRUST COMPANY
5. Province, country or other jurisdiction of incorporation
Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
GT Tower International, 6813 Ayala Avenue cor. H.V. Dela Costa St., Brgy. Bel Air, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(02) 8898-8000
9. Former name or former address, if changed since last report
Metrobank Plaza, Sen. Gil Puyat Ave., Urdaneta Village, Makati City
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 4,497,415,555
11. Indicate the item numbers reported herein
Item no.9 - Other Events

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Metropolitan Bank & Trust CompanyMBT

PSE Disclosure Form 7-1 - Notice of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and
Sections 7 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Please refer to the attached Notice of Meeting with detailed instructions to stockholders if they wish to attend the Meeting via remote communication, or submit a proxy if they cannot attend the Meeting but wish to be represented. The relevant link to the Company's website is also provided, as well as email addresses to where questions may be sent regarding the registration, submission of proxy and generally, the conduct of the Meeting and the Company.

Background/Description of the Disclosure

The disclosure is being amended to include the Notice, Explanatory Notes and Proxy Form.

Please refer to the attached Notice of Meeting with detailed instructions to stockholders if they wish to attend the Meeting via remote communication, or submit a proxy if they cannot attend the Meeting but wish to be represented. The relevant link to the Company's website is also provided, as well as email addresses to where questions may be sent regarding the registration, submission of proxy and generally, the conduct of the Meeting and the Company.

The Board of Directors of Metropolitan Bank & Trust Company approved the holding of Annual Stockholders' Meeting on Wednesday, April 24, 2024 at 2:00 PM, with March 08, 2024 as the Record Date. The Board of Directors also granted the President the authority to approve the venue of, or manner of conducting the ASM and to change the date and time of the meeting as well as the Record Date as may be required by exigencies.

Type of Meeting

Date of Approval by Board of Directors Jan 17, 2024
Date of Stockholders' Meeting Apr 24, 2024
Time 2:00 PM
Venue via Cisco Webex
Record Date Mar 8, 2024
Agenda

1. Call to Order
2. Certification of Notice and Quorum
3. Approval of the Minutes of the Annual Meeting Held on April 26, 2023
4. President’s Report to the Stockholders
5. Ratification of All Acts and Resolutions of the Board of Directors, Management and All Committees
from April 26, 2023 to April 23, 2024
6. Election of Directors for 2024-2025
7. Appointment of External Auditors for 2024-2025
8. Other Matters
9. Adjournment

Inclusive Dates of Closing of Stock Transfer Books
Start Date N/A
End Date N/A
Other Relevant Information

1. Please also refer to the attached sample Proxy Form and Explanatory Notes to the Agenda.
2. The Meeting (both visual and audio) will be recorded.
3. All votes cast shall be subject to the validation of SGV & Co.
4. Below is Metrobank’s Dividend Policy Statement:

The Bank’s dividend policy is part of its capital management process that ensures the Bank has sufficient resources to support long term growth. At the same time, it aims to improve the returns to shareholders.

In February 2024, the Board approved a new dividend policy:

• The annual regular cash dividends were raised from Php1.60 per common share to Php3.0 per common share, which is equivalent to 15% of par value. The regular cash dividend will be paid in two (2) equal semi-annual tranches of Php1.50 per common share, in March and in September.

• A special cash dividend of Php2.00 per common share was also declared.

The Board determines according to laws and regulations how the dividends are declared and paid out of the Bank's unrestricted retained earnings.

The majority of the Board approves the declaration of cash dividends. The record date should not be earlier than ten trading days from the declaration, while payment date should not be later than eighteen trading days from the record date. Meanwhile, stock dividends require prior clearance from the BSP, the SEC, and the PSE.

The Board may also approve special cash dividends in addition to the regular cash dividends from time to time. The cash dividend payout depends on the Bank's earnings, cash flows, financial condition, and regulatory requirements for capital, among other factors.

On the other hand, payout may be restricted should the Bank undertake major projects and developments that will require substantial cash outflow, among other circumstances. In these cases, the Board may change the dividend ratio based on results of its operations, plans, and projects.

Filed on behalf by:
Name Janella Marie Panlilio-Amoranto
Designation Assistant Corporate Secretary