PHILIPPINE STOCK EXCHANGE, INC. - HOME | BDO ... ODiSy 30 April 2010 PHILIPPINE STOCK EXCHANGE, INC. Philippine Stock Exchange Centre Exchange Road, Ortigas Center Pasig City Attention:

Via ODiSy

30 April 2010

PHILIPPINE STOCK EXCHANGE, INC.

Philippine Stock Exchange Centre Exchange Road, Ortigas Center Pasig City

Attention: Ms. Janet A. Encarnacion Head, Disclosure Department Re: Definitive Information Statement (PIS)

Gentlemen:

We hereby transmit with this letter the Definitive Information Statement of BDO Unibank, Inc. submitted today to the Securities and Exchange Commission.

Thank you.

Very truly yours,

ELMER B. SERRANO Corporate Information Officer

COVER SHEET

1 1 S.E.C. Registration Number

(Company's Full Name)

(Business Address: No. Street1 City1 Townl Province)

1 ATTY. ELMER B. SERRANO I Contact Person

Month Day

Fiscal Year

Dept. Requiring this Doc.

14,293 Total No, of Stockholders

Company Telephone Number

Statement

FORM TYPE

Secondary License Type, If Applicable

of May

Month Day

Annual Meeting

Amended Articles NumberlSeetion

Total Amount of Borrowings . I -

Domestic Foreign

To be accompanied by SEC Personnel concerned

Document I.D.

STAMPS

NOTICE OF ANNUAL MEETJNG OF STOCKHOLDERS

Dear Stockholdcr:

Please be informed that the Annual Mectiug of Stockholders of BANCO DE OR0 WAFX, INC. (BDO Urribank) will be held at the Rizal B a l h o m A3, Second Floor, Makati Shangri-La Hotel, Ayala Avenue, Makati City, on May 28, 2010, Friday, at 2:00 o'clock in thc &crnmIl.

TIe Agenda of the meeting is as follows:

I. CaH to order

IT. P~fofnoticeanddetdnationofexistenctofquorum

m. Approval of the minutes of the previous amud meehg of stockholders held on May

29,2009

W. President's report

V. Approval and rat $cat ion of all acts of the Board of Directors and Maaagment during

their t a m of office

VI. Election of Directors

W. Appointment of External Auditor

VIQ, Other Matters

E. Adjoummenl

Stockholders of record as of April 5, 2010 are entitled to vote at the annual stockholdm' meeting.

Please bring any fonn of identification in order to facilitate registration,

Corporate Secretary

Eanco Do Om

B W C o r ~ m t c Cenler

7899 MaBab CbRrme

Marall C w 0726. Phll10~1nes

swh W e : B I V O R P W

re! 46371 8 4 7 M o

SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-15

OF THE SECURlTIES REGULATION

Check the appropriate box:

[ ] Preliminary Information Statement I:*< --

[ XI Definitive Information Statement

Name of Registrant as specified in i t s charter: BANCU DE ORO U ~ A N K , INC.

Country of Incorporation: PHILIPPINES

SEC Identification Number: MOM

BIR Tax Identification Code: 000-708-174-000

Address of phcipa1 office: BDO Corporate Center, 7899 Makati Avenue, Makati City

Regisbant's telephone number, including area code: (632) 631-8000/ (632) 702-6000

Date, time and pIace of the meeting of security holders:

May 28,2010,2:00 p.m. Rizal Ballroom, Makati Shangri-la Hotel

Ayafa Avenue, Makati City

Approximate date on whch the Information Statement is first to k sent or given to security h~lders: May 6,2010

Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the SRC:

Title of Each Class Common Stock, PhplO.OO par value Preferred Stock, PhplO.DD par value

Number of Shares 2,339,768,510 525,000,000

Are any or all of regishant's securities listed on a Stock Exchange?

Yes X No - Philippine Stock Exchange, Common Shares

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Page 1 of 27

A. GENERAL JNFORMATION

Item 1. Date, time and place of meeting of security holders

(a) Date May 28,201 0

Time 2:00 p.m.

Place Rizal Ballroom, Makati Shangri-la Hotel, Ayala Avenue, Makati City

MaiIing BANCO DE OR0 UNIBANK, INC. Address: Office of the Corporate Secretary

1Vh Floor, North Tower, BDO Corporate Center 7899 Makati Avenue, Makati City Philippines

(b) Approximate date on which the Informatian Statement is h s l to be sent or given to security holders: May 6,2OlO

Item 2 Dissenteis Right of Appraisal

The appraisal right of a stockholder may be exercised only when a proposed corporate action would involve a

substantial and fundamental change in the Bank in the cases provided by law. Pursuant to Section 81 of the Corporation Code of the Philippines, in case of amcndment to the articles of incorporation that has the effect of changing or restricting the rights of any stockholder or crass of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence, in case of lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially aU of the corporate property and assets as provided in the Corporation Code, and in case of merger or consolidation, any stockhoIder of the Bank shall have the right to dissent and denrand payment of the fair value of his shares.

As provided under Section 82 of Bie Corporation Code, this appraisal right may be exercised by any stockholder who shall have dissented to such corporate action by making a written demand on the Bank within thirty (30) days after the date on which the vote was taken for payment of h e fair value of his shares. Failure to make the demand within such period shall be deemed a waiver of h e appraisal right.

Within ten (10) days after demanding payment for his shares, a dissenting stockholder shall submit the certificate@) of stock representing hs shares to the Bank for notation thereon that such shares are dissenting shares. HIS failure to do so shall, at the option of the Bank, terminate his appraisal rights. (Section 86, Corpornliot~ Code) N o demand for payment as aforesaid may be withdrawn by the dissenting stockholder unless the Bank consents thereto.

If the corporate action is implemented or effected, the Bank shalI pay to such dissenting stockholder, upon surrender of the certificate(s) of stock representing hi shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of a merger if such be the corporate action involved.

If within a period of sixty (60) days from the date the corporate action was approved by the stockholders, the withdrawing stockholder and the Bank cannot agree on the fair value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom shall be named by the stockholder, another by the Bank, and the third by the trvo (2) thus chosen. The findings of the majority of

Page 2 of 27

the appraisers shall be final, and their award shall be paid by the Bank within thirty (30) days after such award is made. No payment shall be made to any dissenting stockholder unless the Bank has unrestricted retained earnings in ib books to cover such payment. Upon payment by the Bank of the agreed or awarded price, the stockholder shall forthwith bansfer his shares to the Bank.

No matter will be presented for shareholder approval during the AnnuaI Shareholders' Meeting that may occasion the exercise of the right of appraisal.

Item 3. hterest of Certain Persons in or Opposition to Matters to be Acted Upon

(a) No director or officer of the Bank since the beginning of the last fiscal year, or any nominee for election as director, nor any of their associates, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon in the meeting, other than eIection to office.

(b) No director of the Bank has informed the Bank in writing that he intends to oppose any action to be iaken by the Bank at the meeting.

B. CONTROL AND COMPENSATION INFORMATION

Item 4. Voting Securities and Principal Holders Thereof

(a) Voting Securities en titled to be voted at the meeting:

(b) Record Date

Title of each class Number of Shares Number of votes outstanding Common Stock 2,339,768,510 One (1) vote per share except in the

election of directors where one share i s entitled to as many votes as there are directors to be elected

Only stockholders of record in the book of the Bank as of the dose of business on April 5,2MO, are entitled to vote at the 2010 Annual Shareholders' Meeting.

Series A Preferred Shares

(c) Election of directors and voting rights (Cumulative Voting)

In the election of directors, each shareholder holding common shares and Series A preferred shares as of record date April 5, 2010 is entitled to as many votes as there are directors to be elected. Thus, if there are eleven (11) directors to be elected, each common share and Series A preferred share is entitled to eleven (11) votes. Such shareholder may cumulate and cast a11 his votes in favor of one candidate or disbibute them anlong as many candidates as 11e shall see f i t , provided that the total number of votes cast by him do not exceed

500,000,000

Page 3 of 27

One (1) vote per share except in the election of directors where one share is entitled to as many votes as there are directors to be eIected

the number of shares owned by him multiplied by the number of directors to be elected. The common shareholder may vote in person or by proxy. 1f he will vote through a proxy, the By- Laws of the Bank require the submission of the accompIished proxy form to the Corporate Secretary for validation and authentication at least ten (10) business days before the date of the meeting.

A forum for the validation of proxies chaired by the Corporate Secretary or Assistant Corporate Secretary and attended by the Stock and Transfer Agent shall be convened seven (7) business days before the meeting. Any questions and issues relating to the validity and sufficiency, both as to form and substance, of proxies shall only be raised during said forum and resolved by the Corporate Secretary. The Corporate Secretaqs decision shall be final and binding upon the shareholders, and those not settled at such forum shall be deemed waived and may no longer be raised during the Annual Shareholders' Meeting.

(d) Security Ownership of Certain Record and Beneficid Owners and Management:

(1) Security Ownership of Certain Recordfieneficid Owners

As of March 31, 2010, the following are known to the Bank to be directly or indjrectIy the record and/or beneficial owners of more than 5% of the Bank's voting Securities:

Page 4 of 27

Title of Class

1 Common

Series A Preferred Shares 1 Series A Preferred Shares

Common

Common

Common

Name, address of record owner and relationship with

the Bank

SM Investments Corp.

lOIVIoor, One E-Corn Center, Mall of Asia Complex, CBP-IA Pasay City

SM Investments COT-. 1 0lh Floor, One E-Corn Center, Mall of Asia Complex, CBP-IA Pasay City

DBMN OT-024

23rd Floor Tower 1, Ayala Avenue, Makati City

PCD Nominee Corp. (Non- Filipino)

37th Floor, The Enterprise Center, Ayala Avenue, Makati City

DBMN OT-024

23d Floor Tower I, Ayala Avenue, Makati City

DBMN OT-024

Name of Beneficial Owner and

Relationship with Record Owner

record Rr beneficial

(Aftdiate and Majority

record h beneficial:

(Affiliate and Majority Shar eholderl

Sybase Equity Investment

Corpomtion (owner and custadian) (Affiliate and Majority

Shareholder)

Various clienb

Sybase Equiky hivestment

Corporation (owner and custodian) (Affiliate and Majority

Shareholder)

SM Investments

Citizenship

Filipino

Filipino

Filipino

Foreign

Filipino

Filipino

No. of Shares Weld

693,052,302

120,000,000

380,000,01)0

399,733,900

338.1 29,257

208,097,814

Percent

24.52%

13.44%

14.14% %

I I .96%

7.36%% 1

The persons authorized to vote the shares of SM Invesb-nents Corporation, Sybase Equity Investment Corporati on and Multi-Realty Development Corporation are Harley T. Sy, Ms. Teresita T. Sy and Mr. Henry T. Sy, Jr.

Common

L

Common

As of March 31,2010, the following are known to the Bank as the participants of PCD holding 5% or more of the Bank's voting securities:

23d F I o D ~ Tower 1, Ayala Avenue, Makati City

PCD Nominee Corp. (Filipino)

37th Floor, The Enterprise Center, Ayala Avenue,

Makati City

DBMN OT-024

27d FIoor Tower 1, Ayala Avenue, Makati City

TOTAL j 2,463,998;167

HSBClO 1 HSBC Securities Services 12th Floor, The Enterprise Center,

1 211,017,013 1

87.26%

Percent of Shareholdings Member Member Name and Address

I The Hong Kong and Shanghai Banking Corp. Ltd - Clients1 ACC~.

Tower 1,6766 Ayala Avenue comer Paseo de Roxas, Makati

191,298,128

133,686,766

Corporation (owner and custodian) (Aff liale and Majority

Shareholder)

Various clients

Multi-Realty DeveIopment Corporation '

(owner and custodian) (Affiliate and Major

Shareholder)

No. of Shares

i

ThePCD,beinganomineecorporation,onlyhoIdslegaltitle,notbeneficjalownershipofthe Iodged shares.

Filipino

Filipino

SM Inveshncnts Corporation is represented in the Board by Teresita T. Sy and Henry T. Sy, Jr.

(2) Security Ownership of Management

As of M a c h 31,2010, the total number of shares owned by the directors and management of the regishant as a group unnamed is 1,131,799 common shares, which is equivalent to 0.0484% of the total outstanding common capital stock of the registrant. The Bank's directors and officers own the following common shares of the Bank:

(NOTE nterc sre tio uotirjg Inrst s l~nres or slinres issrred yrlrs~rnrrl lo n Volitrg Tnlsl Agtre~rke~rl r e g i s l e i d with t113

6nuk 110r kns fllcre bee^ ntry clrnirgc it1 co~rtrol $Hte Bnak. Tltc B n d is nlso not m u m olnay cotitmchinr nrmt~gct~rcrtt or oll~rnuisc behu~eti its ~linrcl~olders ~t ld/or ihird prirties, wlricl~ trtny restilt itt clta~lgc 111 corjtrol o f t l ~ c Bnrrk).

Page 6 of 27

Common common common common

Common

Common

0.0002%

0.0001: %

0.0484'51 TOTAL

Victor 2. Arboleda ' Luis S. Reyes, Jr. Arlhur L. Tan Ramon T. Militar Edmundo L. Tan

Mario D. Rabanal

1,131,799

Filipino Filipino Filipino Filipino Filipino

Filipino

SVP SVP SVP SVP Corporate Secretary VP/ Asst. Corporate Secretary

4,140

20,000

29,000

10,000

828

2,000

Item 5. Directors and Executive Officers

(n) Directors njtd Corpornfc Oficers

The Board of Directors is empowered to direct, manage and supervise, under its collective responsibility, the affairs of the Bank. It is also responsible for the proper adminisbation and management of the Bank's b u s t business. The members of the Board are ekcted at the Annual Shareholders' Meeting to hold office until the next Annual Shareholders' Meeting and until their respective successors have been appointed or elected and qualified.

Below is the list of the members of the Board and the corporate officers, and tlteir business experience during the past five (5) years:

Teresita T. Sy, 59, Filipino, is the Chairperson of BDO. Concurrently, she serves as the Chairperson, Vice Chairperson, and/or Director of various subsidiaries and affiliates of BDO such as BDO Private Bank, k c . , BDO Leasing & Finance, Inc., BDO Capital A Investment Corporation, Equitable Card Network, lnc., Strategic Property Holdings, Inc., BDO Foundation, Inc., Generali Pilipinas Holding Company, lnc., Genemli Pilipinas Life Assurance Company, fnc., and Generali Pilipinas Insurance Co., Inc. Ms. Sy is the Vice Chairperson of SM Investments Corporation. She also sits as Chairperson, Vice Chairperson and/or Director of such con~panies as SM Prime Holdings, lnc., Multi-ReaIty DeveIopmeni Corporation, SM Land, Inc., Supervalue, Inc, SM Mart, Inc., SM Retail, Inc., Super Shopping Market, Inc., Pilipirlas hlakro, Inc., and First Asia Realty Development Corp. Ms. SF was first elected to the Board of BDO in 1977. A graduate of Assumplion College, she brings to the board her varied expertise in banking and finance, retail merchandising, mall and real estate development.

Corazon S. de la Paz-Bernardo, 69, Filipino, is currently the Vice Chairperson of the Bank's Board of Directors. She is also a consulta~lt to the Chairman, Social Security Commission. She is the President of the International Social Security Association, a Geneva-based organization, for the 2007 to 2010 triennium. She is also a Director of Equitable Card Network, Inc., Philex Gold, Inc., and Ayala Land, Inc. She is also an Advisor to *e Audit Committee of PLDT. She was Chairn~an & Senior Parker of Joaquin Cunanan & Co. ~ricewaterhouseCoopm, Philippines) from 1981 to 2001. She is also a member of the Board of Trustees of University of the East, the UE Ramon Magsaysay Memorial Medical Center, Meralco Foundation, Inc., Miriam College, and Jaime V. Ongpin Foundation. Other memberships include those in the: Maka ti Business Club, lnc., Philippine Institute of Certified Public Accountants, Management Association of the Philippines, the Financial Executives Institute of the PIulippines, the Asia Sociev, and Member of the Board of Advisors of Ramon V. del Rosario, SF. - AIM Center for Corporate Social Responsibility. Ms. De La Paz-Bemardo served as Chairperson of EPCIB from 21 February 2006 until EPCIB's merger with Banco de Oro Universal Bank.

Jesus A. Jacinto, Jr., 62, Filipino, was elected Vice Chairman of BDO in May 1996, and is concurrently the Chairman and President of BDO lnsurance Brokers, Inc. H e also heads Jnces Corp. as Chairman and President; and Janil Realty, Inc., JAJ Realty, Inc., and M.R. Knitwear Specialist, Inc. as President. He is likewise Director of Bayer Phil., Lnc. Formerly, he was Director and Executive Vice President of CityTnlst Banking Corp., Director of CityTrust Investments Phil., and CityTrust Finance Corp., and Vice President and Manasng Partner of Citibank N.A. He IioIds a Bachelor's degree in Business Administration from Fordham University in New York City and an MBA (International Business) from Columbia University, New York.

Christopher A. Bell-Knight, 66, Canadian, was elected Director of BDO in May 2005. I-le was formerIy a Director of Solidbank Corporation from 1990 to 1998 and Vice President and Counhy Head of The Bank of Nova Scotia. He has had over 40 years of banking experience in England, Canada and Asia. Educated at Universities in England and Canada, he is an Associate of the Chartered Institute of Bankers (UK), Associate of the lnstitute of Canadian Bankers and, a Fellow of the Institute of Corporate Directors.

Page 7 of 27

Lee Wai Fai, 50, Singaporean, was appointed Director of BDO in June 2008, and is concurrently the Executive Vice President/ Group Chief Financial Officer & Head of Corpomte Services of United Overseas Bank Singapore. He aIso serves as Director and Chairman of United Overseas Bank Philippines. He is a Director of Asfinco Singapore Limited, Chung Khiaw Realty Limited, CKB (2000) Limited, FEB Realty Company l T E Ltd., ICB (2002) Ltd., Industrial & Commercial Property (5) R E Ltd., Sunwise TITE Ltd., Unicorn Databank Private Ltd., United Facilities Private Ltd., United General Services (PT'E} Ltd., UOB BuIIion and Fucures Ltd., UOB Capital Invesbnents PlT Ltd., UOR Capital Management ITE Ltd., UOB DeveIopn~ents Private Ltd., UOB Equity Holdings (WE) Ltd., UOB Hermes Asia Management ITE Limited, UOB Holdings (USA) Lnc., UOB Holdings Private Ltd., UOB International Investn~ent Private Ltd., UOB Property lnvesbnents PTE Ltd., UOB Towers ME Ltd., UOBGC General Partners Ltd. and UOF (2000) Ltd. He holds a Bachelor of Accountancy (Hons) from the National Universitp of Singapore and a Master in Banking and Finanre from Nanyang Technological University, Singapore. He has more than 20 years of experience in finance and administration.

Teodoro B. Montecillo, 75, Filipino, was first appointed Independent Director in August 2004. He is also currently an Independent Director of the following: BDO Securities Corp., PDS Holdings Corp., Philippine Dealing & Exchange Corp., Philippine Securities & Settlement Corp., and Philippine Depository & Trusl Corp. He was appointed by former President Fidel V. Ramos as a member of the Monetary Board of the BSP from 1996 to 2002, and appointed by former President Joseph Estrada as Chairman of the Central Bank Board of Liquidators from 1999 LO 2002. He was an Advisor and Consultant to Governor Rafael 8. Buenaventura from 2002 to 2004. In addition, he held various positions in arcas of operations, credit and external debt management in Citibank, N.A. (Manila) and Citibank Head Office (New York) from 1965 to 1996. He holds a Bachelor of Science in Education degree from Universiq of the East, Bachelor of Science degree in Business Administration from the University of the Philippines and received his MBA from Northwestern University, Chicago, USA.

Antonio C. Pacis, 69, Filipino, currently serves bath the Bank and BDO Capita1 & Investment Corporation as a director. He has been in law practice since 1967 counseling bank and corporate clients in the areas of segulatoq~, business, corporate and h s t law, and individuals in the areas of family law and estate plans. In the course of his practice, he has served in various capacities in companies upon invitation of clients. He holds degrees from the Ateneo de Manila Universily (AB), from the Ateneo School of Law KLB) and from the Harvard LAW School (LLM).

Josefina N. Tan, 64, Filipino, is presently Director of the Bank dnd President of BDO Private Bank, Inc. She is also Vice Chairperson of Miriam College and a Trustee in both Development Center [or Finance and Laura Vicuiia Foundation. She was a Director of Banco de Oro Universal Bank from 2001 to August 2005. Ms. Tan was also Executive Vice President of h e former Far East Bank & Trust Co., Director and President of FEB Leasing & Finance Corp., Executive Director and Trustee of FEB Foundation, Inc., and Executive Vice President of FEB Investments, Inc. until 20M1. Ms. Tan was a director of EPCIB from September 2005 until its merger with the Bank in May 2007.

Nestor V. Tan, 52, Filipino, was elected President of the Bank in July 1998. He concurrently holds directorships in the following subsidiaries of the Bank: BDO Capital & Tnvestmcnt Corporation, BDO Private Bank, Inc., E D 0 Securities Corp., BDO Leasing and Finance, lnc., E l30 Insurance Brokers, Inc., Equitable Card Network, Inc., Strategic Property Holdings, lnc., Generali Pilipinas Life Assurance Company, Inc., and Generali Pilipinas Insurance Co., Inc. He is also the Chairman of BDO Technology Center, lnc., EBC Strategc Holdings Corporation, and BDO Strategic Holdings, Inc.; and Trustee of ED0 Foundation, Inc. He was formerly connected with the Mellon Bank in Pibburgh, PA, the Bankers Trust Company in New York and the Barclays Group in New York and London. Prior to joining the Bank, he was the Chief Operating Officer for the Financial Institution Services Group of BZW, the investment banking subsidiary of the Barclays Group. He holds a Bachelofs degree in Commerce from De La Salle University and received his M8A from Wharton School, University of Pennsylvania.

Page 8 of 27

Henry T. Sy, Jr., 56, Rlipino, is presently Director of the Bank and Vice Chairman of the Board of Directors of SM investments Corporation (SMIC). He is also Vice Chairman of SM Development Corporation (SMDC) and Highlands Prime, Inc.; President of Sbl Land, Inc.; and Director of SM Prime Holdings, Inc. (SMPHI). H e is responsible for the real estate acquisitions and development activities of the SM Group. He graduated with a management degree horn De La SalIe University. He also holds board positions in several companies within the SM Group.

Jimmy T. Tang, 74, Filipino, has been an Independent Director of BDO since 1984. He served as the 9th

President of the Federation of Elec~rical & Electronics Suppliers & Manufacturers of the Philippines, Inc. (PESA) and the first Chairman of the P E A Foundation for seven years. At present, he serves as the Honorar). Adviser of PESA Jnc. P1: PESA Foundation. I-Te was also the 11th President of the Federation of Filipino-Chinese Chamber of Commerce & Industry (FFCCCIJ) for two consecutive terms and presently the Honormy President. Mr. Tang is Lhe President and Chairman of the Board of AVESCO Group of Companies. He holds a Bachelor's Degrw in Electrical Engineering from the Mapua institute of Technology and was awarded the "Top Outstanding Mapuan for Entrepreneurship".

Cheo Chai Hong. 57, is nominated as Director of the Bank. He currently sits as Director of the United Overseas Bank of the Philippines (UOB Philippines) and the United Overseas Bank (Thai) Public Company Limited. He is also the Executive Vice President and Head of lntemational Strategy Deparhent of UOB PhiIippines. I-Ie was formerly the Executive Vice President of Group Credit (Middle Market & STCF) Department of UOB Philippines. Mr. Cheo holds a Bachelofs degrec in Business Administration from h e University of Singapore.

Edmundo L. Tan, 64, Filipino, was appointed Corporate Secretary of the Bank on July 27, 2007. He also serves as Director and Corporate Secretary of APC Group, Inc., Philippine Global Communications, lnc., and Aragom Power & Energy Corpomtion. He concurrentIy hoIds directorships in BDO Leasing & Finance, Inc. and Siophil Corporation. He b likewise the Corporate Secretary of APC Mining Corp. and Aragorn Coal Resources, Inc. Atty. Tan is the Managmg Partner of Tan Acut Lopez and Pison Law Offices. He was fomerIy the Chairman of the Board of EBC Inveshents, Inc., and Chairman of the Board and President of EBC Stmtegic Holdings Corp.

Sabin0 E. Acut, Jr,, 59, Filipino, was appointed Assistant Corporate Secretary of the Bank on July 27, 2007, a position he currently holds. I-ie is presently a Senior Parker and Head of the Litigation Department of Tan Acu t Lopez & Pison Law Offices. He was a former Senior Partner and Head of the Litigation Deparbnent of Ponce EnriIe Cayetano Reyes Rr Manalastas Law Offices (PECABAR) and, before that, a Parber of Angara Abello Concepcion Regla Rr Cruz Law Offices (ACCRA). At various times, he was Corporate Secretary of Boulevard Holdings, Inc.. Puerto Azul Golf & Country Club, Philippine Hospital Association, and Eastern Genera1 Reinsurance Corporation; Legal CounseI of Alabang Country Club; Trustee of Makati Law Foundation; and Pwsident of the Legal Management Council of the Philippines. He was Journal Editor of the 1971 Constitutional Convention, Special Assistant to the Director of the Bumau of National and Foreign Idormation, and Confidential Atlorney to former Supreme Court Justice Cecilia Mufioz Palma. I-Ie is a member of the Integrated Bar of the PhiIippines and the Philippine Bar Association. He is currently a Director of the Philippine Global Communications, Inc. He was the Corporate Secrebry of the former EPCIB until its merger with the Bank. He holds the degrees of Bachelor of Arts, Itlngnfi clrrlr l ~ude , from Mindanao State University; Bachelor of Laws, cut11 Inude, from the University of the East; and Master of Laws from the University of Pennsyhania.

Mario D. Rabanal, 61, Filipino, is Vice President and Assishnt Corporate Secretary of the Bank. He was appointed as Assistant Corporate Secrebry on July 1,2007 and has been with the Bank since 1990. He concurrentIy hoIds the position of Senior Anti-Money Laundering Officer of the Bank, and Assistant Corporate Secretary of most of the Bank's subsidiaries. He holds a Bachelofs degree in

Page 9 of 27

Economics from the University of the Philippines. He obtained his Masters degree in Business Administration from the University of the Philippines.

The independent directors of the Bank are Teodoro 3. Montecillo and Jimmy T. Tang.

Directorships in Other Reporting Companies:

The following are directorships held by the Directors in other reporting companies during the last five (5) years:

N a m e of Director Name of Reporting Company Position Held Teresika T. Sy SM Inveswents Corporation Vice Chairperson

Philippine Long Distance Telephone Company

Director

SM Prime Holdings Corporation Director Equitable PCI Bank, Inc. Vice Chairperson

Corazon L. dela Paz San Miguel Corporation Independent Director Philippine Long Distance Director

Telephone Company Philex Mining Corporation Director Republic Glass Holdings Director Equitable PC1 Bank, I nc. Chairperson

Henry T. Sy, Jr. SM Development Corporation Vice Chairman SM Prime Holdings, Inc. Director

Highlands Prime Director San Miguel Corporation Director

Nomination of Directors and lndependent Directors

The following are nominated for election to the Board of Directors during this year's Annual Shareholders' Meeting:

Christopher A. Bell-Knight Corazon S. De la Paz-Bernardo Jesus A. Jacinto, Jr. Cheo Chai H ~ n g Antonio C. Pacis I-Ienry T. Sy, Jr. Teresita T. Sy losefina N. Tan Nestor V. Tan Teodoro B. Montecillo Jimmy T. Tang

The only nominees for independent directors for this year's Annual Shareholders' Meeting of the Bank are its incumbent independent independent directors, Messrs. Teodoro B. Montecillo and Jinuny T. Tang.

Page 10 of 27

They were nominated by Mr. Michael S. Bautista, a shareholder of the Bank and to the Bank's knowledge, there is no relationship between the nominees for independent directors and Mr. Bautista.

A . All nominations for Directors and Independent directors to be elected by the stockholders shall be submitted in writing to the Corporate Secretary of the Bank at its principal office not earlier than thirty five (35) business days nor later than twenty seven (27) business days prior to the date of the regular or special meeting of stockholders for h e election of directors. Naminations that are not submitted within such nomination period shall not be valid. Only a stockholder of record entitled to notice of and to vote at the regular OT special meeting of the stockhoIders for the election of directors shalI be qualified to be nominated and elected a director of the Bank. (par. 2 Section 17, By-Laws)

All nominations shall be signed by the nominating stockholders together with the acceptance and conformity by the wouId-be nominees. (SRC Rule 38)

B. The nominations shall thereafter be submitted to the Nominations Committee, which shaIl be constituted for the determination of the qualifications of the nominees for Directors and Independent Directors. The Committee shall be composed of at least three (3) members, one of whom is an Independent Director. The submission of nominations for the members of the board and independent director/s shall be submitted to the Nomination Committee ten (10) days prior to the stockholders' meeting.

C. The Nominations Committee shall pre-screen the nominees based on their qualifications as provided for in the Bank's Manual of Good Corporate Governance and (SRC Rule 38).

D. The decision of the Committee as concurred in by a vote of a majority of its members shall be final and binding on the stockholders and may no longer be raised during the stockholders' meeting. (par. 2 Section 17, By-Laws)

E. The members of the Nominations Committee are as fotlows:

1. Henry T. Sy, IT. Chairman 2. Josefina N. Tan Member 3. Jimmy T. Tang Independent Director

The members of Senior Management, subject to conbol and supervision of the Board, collectively have direct charge of all business activities of the Bank. They are responsibIe for the implementation of the policies set by the Board. The following is a list of the Bank's key oificers, and their business experience during the past five (5) years:

Antonio N. Cotoco, 61, is Senior Executive Vice President and is a member of the Credit Committee. He likewise supervises BDO Leasiag and Finance, lnc. (BDOW) and the Bank's Hong Kong Branch. He currently serves as Managing Director of BDOLF; Director of BDO Insurance Brokers, Inc., BDD Remittance (HK, Macau, USA and Deutscheland); and Director/Chairman of BDO Rental, Inc. He has been involved in investment banking. corporate finance, treasury, consumer banking. credit, business and development and account management over the past 29 years. He currently also serves as a Director of Oriental Assurance Corporation and OAC Realty & Development Corporation.

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Walter C. Wassmer, 53, is Senior Executive Vice President of the Bank's Institutional Banking Group. He is also a Director of BBO Leasing and Finance, Inc., hlDB Land, Inc., and Mabuhay Vinyl Corporation. He is also currently the President of L.P. Wassmer Trading. Inc. and Treasurer of WTPrT, Lnc.

Ador A. Abrogena, 56, is Executive Vice President and Head of Trust and Investments Group. He holds a Bachelor's degree in Chemical Engineering From De La SalIe University and a kiaster's degree in Business Economics from the University of Asia and the Pacific. He was previously connected with First Pacific Securities, Philippines, Inc. as Vice President and with Private Development Corporation of tZlc Philippines as Assistant Vice President.

Stella L. Cabalatungan, 45, Executive \'ice President, holds a Bachelor of Science degree in Marketing Management from De La Salle University. Prior to joining the Bank, she was Vice President of Banco Santander Philippines, Inc., and Head of the Personat lnvesbnent Banking Group from 2000 to 2005. She was aIso Vice President of Citibank, N.A. from 1985 to 2000 where she spent 15 years in retaiI and priority banking in Singapore and the Philippines, her last assignment being the Citigald Priority Banking Head. She is presently seconded to E D 0 Private Bank, Inc. as Executive Vice President - Wealth Management Head.

Julie Y. Chua, 58, Executive Vice President, holds a Bachelofs degree in Commerce, major in Banking and Finance, cum laude, from the University of Santo Tomas. She has more than 25 years of experience in branch banking and lending business. Previous to her assignment, she was connected with BPI, Far East Bank & Trust Company and Producers Bank. She is currently Commercial Banking Head of Institutional Banking Group (IBG) Metro Manila and Luzon and aIso Unit Head of IBG Metro Manila East.

Gerard Lee B. Co, ST, is Executive Vice President and Group Head for Commercial Banking (Visayas, Mindanao). H e is a Director of Agencia de Calidad, Inc. He served as Director of PC1 Leasing and Finance, Inc, and PC1 Capital Corporation from 2002-2005. He graduated from the University of San Carlos with a degree in BacheIor of Science in Commerce Major in Banking and Finance. He attended the Advanced Management Program for lnlenlational Bankers at the Wharton School of the University of Pennsylvania, U.S.A. He likewise cornpIeted the progmm for Executive Development at IMD in Laussane, Switzerland. H e joined the Bank in October '1993 as Vice President for Visayas Division.

Lucy Co Dy, 55, is Executive Vice President and ComptrolIer. She is also Director of BDO Technology Center, Inc., GE Money Bank, hc., PClB Securities, Inc., EEC Stmtegic Holdings Corporation, BDO Remittance (HK), Express Padala (HK), BDO Remittance (Italia), S.p.A., and, Express Padala Frankfurt GmbH; Director and Treasurer of ED0 Strategic Holdings, kc. , and Strategic Property Holdings, Inc.; Trustee arid Treasurer of BDO Foundation, hc.; Chairperson and President of The Executive Banclounge, Inc. She holds a Bachelor's degree in Accounting from the University of Santo Tomas. Before joining the Bank as Assistant Comptroller in March 1985, she was with Shte Investment House, Int. from 1976 to 1982, and Officer-in-Charge of PBP Financing and Leasing Corporation from 1983 to '1985. She became the Comptroller in 1986 and was promoted to her present position as EVP in 2 0 7 .

Pedro M. Florescio 11I,55, Executive Vice President and Treasurer. He is also a Direcbr of GE Money Bank, Inc. He holds a Bachelor's degree in Business Adminisbation from the University of the East and have attended numerous treasury programs and b-ainings in major financial centers. He has more than 25 years of experience in tr~asury functions within and outside h e country. He was previousIy connecled with Equitable PC1 Bank, Inc., Far East & Trust Company, Dao I-leng Bank Ltd. (Hong Kong), International Bank of Asia (Mong Kong), Chemical Bank (Manila), Societe Generale (Manila), European Asian Bank (Manila), and PCIBank.

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Eduardo V. Francisco, 49, Executive Vice President. He holds a Bachelofs degree in Business Administration from the University of the Philippines. He obtained his MBA from the Wharton School, University of Pennsylvania. He has extensive banking experience in corporate finance, investment banking, credit and risk management, strategic planning, treasury, and business development. He worked in the U.S. and I-Tong Kong and was previously with Standard Chartered Bank, Bank of America, SGVIArthur Andersen, World Bank, Citibank, and Batclays. He is currently seconded as President of the Bank's wholly-owned investment house, BDO Capital and Tnvestment Corpora tion and is also a Director of BDO Securities Corp.

Bienvenido M. Juat, Jr., 57, is Executive Vice President and currently seconded as Treasurer of BDO Private Bank, Inc. He holds a degree in Bachelor of Arts major in Economics and MBA (candidate) from Ateneo de Manila University. He joined Equitable PC1 Bank, Inc. in August 20M and upon merger, was assigned to BDO Private Bank, Inc.

Ricardo V. Martin, 52, is Executive Vice President for Corporate Compliance and Legal Services Group and administmtively oversees the Corporate %crehry8s Office, AMLA, kgal Services, Compliance and Internal Audit. He is also a Director of BDO Technology Center, Inc., BDO Strategic Holdings, lnc., Armsb-ong Securities, Inc., EBC Skategic Holdings Corp., BDO Remittance (Mia), S.p.A., E D 0 Remittance (USA). Previously, he served as Chief Finance Officer & Executive Vice President for EquitabIe PC1 Bank, Inc. Earlier, he was the Chief Finance Controller of Solidbank Corporation.

Roracio C. Rodriguez, Jr., M, Executive Vicc President for Asset Management Group, is concurrentIy the President of the following BDO Subsidiaries: Strategic Properb Moldings, Inc., lvoy Homes, Inc., and NFC - Equimark, Jnc. He is also a Director of North Drive Land, Inc. He holds a Bachelor of Scierlce degree in Business Administration and Bachelor of Arts major in History-Political Science from De La Salle University. He acquired his MBA degree fmm the Asian Institute of Management. He was fom~erly connected with Jardine Property Land, Inr. as Executive Vice President & Chief Operating Otficer/Director. He was also connected with Frigate Realty Development Corporation as President and Executive Vice President of Frigate Holdings and Management Corporation.

Edmundo S. Soriano, 54, Executive Vice President and Group Head for the Corpomte Banking Group, holds a Bachelor's degree in Economics (Honors) from Ateneo de Manila University. He finished his MBA (With Distinction) from Adelphi UniversiQ, New York, USA. Prior to joining the Bank, Mr. Soriano was President of Lightspeed HoIdings, Inc., a private equity firm. He was also Vice President at JP Morgan Chase where his last assignment gave him Asia-Pacific regonal responsibility for corporate and investment banking based in Hong Kong. Prior to this, he was an Assisfant Vice President a t First Chjcago Leasing and Equipment Credit Corp., an affiliate of First National Bank of Chicago. He holds directorships in various companies. He attended continuing education programs a t Euro-Insead, University of California at Berkeley and American Institute of Banking.

RoIando C. Tanchanco, 48, Executive Vice President for Consumer Lending. He holds a Bachelor's degree in Business Economics from h e University of b e Philippines. I-ie acquired his MBM at the Asian Institute of Management. Mr. Tanchanco joined the Bank to head the Bank's Consumer Lending. Prior to his joining the Bank, Mr. Tanchanco was President of Philam Savings Bank and head of AIG Credit Card. He is currently a Director of Equitable Card Network, Inc.

Dennis B. Velasquez, 56, is Executive Vice President for Cenhal Operations. H e is also a Director and President of RDO Technology Center, Inc.; a Director of the Executive Banrlounge, Inc.; and a Trustee at the Sign of the Anvil, In<. He was Equitable PC1 Bank, lnc.'s Operations Group Head from May 2006 until its merger with BDO in May 2007. He served in 2000 as the [ntegration Manager for Retail Banking and was Retail Banking Group Head from March 2002 to April 2006. He has been with the Bank since August 1995.

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Evelyn L. Villanueva, 52, Executive Vice President of the Bank's Risk Management Group, and is the Bank's Chief Risk Officer. She is also Director of EBC Strategic Holdings, Corp., Ivory Homes, Inc., and Strategic Property Holdings, Inc.; and Chairperson of Mabuhay Vinyl Corporation and Bayantel Monitoring Committee. She holds a Bachelor of Science degree in Statistics from the U~dvcrsity of the Philippines. She abfained her Master in Business Management ("MBM") degree from the Asian Institute of Management. She has over 20 years of banking experience in credit, risk and account management. She started out as a management trainee in Citytrust Banking Corporation and was connected with HSBC as Senior Vice President for Credit Risk Management before joining the Bank.

Aristotle L. Villaraza, 58, is Executive Vice President and Head for Wholesale Lending and Foreign Desks Group. I-le joined the former PCIBank in September 1994 as Vice President and I-lead of Corporate Finance Division and became concurrent head for Corporate Banking 3 until November 1998.

Jaime C. Yu, 52, Executive Vice President. He holds a Bachelor of Arts degree in Economics from De La Salle Uniwrsit). and is an MBA graduate from the Ateneo de Manila University. Mr. Yu has extensive experience in commercial, corporate and investment banking from the International Corporate Bank and Union Bank of the Philippines, where he held various positions up to his appointment as First Vice President and Region Head for the Manila-Pasay area. He joined the Bank in December 1997 and is currently the group head of Branch Banking where he manages the entire branch network.

Ramon Eduardo E. Abasolo, 46, is Senior Vice President of the Information Technology Group. He gmduated from Ateneo de Manila with a Bachelor of Science degree in Management Engineering. He joined the Bank in October 2007. Priar to joining the Bank, he was a Vice President at Citibank, N.A.

Ursda A. Alano, 55, is Senior Vice President and Head oi Treasury Marketing Unit. She is also a Director of Albulario and Sons, Inc. She holds a Bachelor of Arts degree in Psychology from St. Theresa's CoUege. She joined the Bank in January 2001 as Sefiior Vice President for Treasury Marketing Unit. Prior to joining the Bank, she was a First Vice President and Head of Treasury Marketing Group at Far East Bank & Trust Company.

Victor C. Arboleda, 57, is Senior Vice President and Chief Compliance Officer of the Bank since October 27,2007. Mr. Arboleda, a Certified Public Accountant, has had more than 30yeas of extensive experience in internal audit and bank operations. He headed the Transaction Processing Division when he joined EquitabIe PC1 Bank, lnc. in January 2001 and was appointed Internal Auditor of the Bank on March 16, 2006. Mr. Arboleda holds a degree in Bachelor of Science in Commerce, major in Accounting, from the University of Santo Tomas. He completed the Executive Development Program at the Asian Institute of Management.

Beahiz L. Bagsit, 66, Senior Vice Prcsident She is a graduate of the University of the East with the degree of Bachelor of Science in Business Administration major in Banking and Finance. She was formerly a First Vice President of Equimble PC1 Bank, Inc. where she was connected from 7995 to 2001. She first joined the Bank in 2002 as a Consultant, and thereafter assumed the position of First Vice President with Branch Banking as Region Head.

Melanie S. Belen, 49, is Senior Vice President and Unit Head of Special Recovev Unit of the Bank. She graduated from the University of Sto. Tomas with a Bachelor oi Science degree in Commerce, Major in Accounting and obtained her Master's degree in Management from the Asian Institute of Management. She joined the Bank in July 2008 and prior to joining the Bank, she was a C o u n q Head at SchoIastic Inc., PhiLippines/Grolier International.

Rafael G. Besa, 51, Senior Vice President, is a graduate of De La Salle Universiv with double degree majors in Communication Arts and Marketing Management. Mr. Besa was formerly the General

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Manager of Pfizer, Inc. - Consumer Healthcare Division where he was connected from 2004 to 2006. H e also served as Marketing Director of Abbott Laboratories horn 2002 to 2004 and as Vice President and General Manager of Zuellig Pharma Corporation (Agency Lines) from 2001 to 2W2.

Antonina M. Cabuyadao, &, is Senior Vice President and Region Head of the Branch Banking. She was hired as Assistant Vice President of PClBank in 1992. She was Division Head of Network Distribution, Branch Manager of Main Office Branch and Division Head of Metro Manila Division i I until the merger of Equitable Banking Corporation and PCIBank in 199.

Ma. Ophelia Ll. Camifia, 56, is Senior Vice President and Credit Cards Businem Head, Consumer Lending Group. She concurrently holds directorship and acting President positions in Equitable Card Network, Inc., a BDO subsidiary. Prior to joining the Bank, she was Executive Vice President of SM Equicom Compukr Services Tnc. She holds a Bachelor's degree in Commerce from the University of San Carlos and an MBA from De La SaIle University.

Arthur Dee Chung, 46, is Senior Vice President and Head of Financia1 Institutions Group and Loans and Trade in Hong Kong. He halds a Bachelor of Science degree in Commerce major in Marketing Management from De La Salle University and a Master's degree in Business Adminiseation from the University of Western Aushalia. Prior to joining the Bank, he was the Chief Financial Officer of Lirvayway China Ltd. Shanghai and Lwayway Marketing Corporation in Manila. He also held various positions in banking with PhiIippine Rank of Communications as Institutional Banking Head, Bank of America as Senior lnveshen t Banker, and Societe Generale as Deputy Country Manager.

Angelita 0. Cortez, 55, is Senior Vice President and Head of Legal Senlices. She has more than 25 years of experience as a corporate and banking lawyer, having sbrted her legal career as an associate at the Sycip Salazar Hernandez & Gatmaitan law firm. Prior to joining the Bank in 2005, she held the position of Vice President, Legal and Compliance Officer of BPI Capital Corporation. She also served as a Director of BPI Securities Corpnration. Prior to the BPI-Far East Bank merger in 2000, she was Corporate Secretary and concurrently Secrebty of the Executive, Trust, Audit and Management Committees of Far East Bank & Trust Company where she sbrted as Head of the Legal, Docurnenbtion and Appraisal Unit of the Corpomte Banking Group. She obtained her BS Education and Bachelor of Laws degrees from the University of the Philippines.

Ramon S. David, 52, is Senior Vice President and currently Region Head of Metro Manila East. Prior to joining the Branch Banking Group in January 2009, he was President of Equihble Saving Bank for almost 5 years. He joined the &en PCIBank in 1993 as a Division Head in Corporate Banking.

Montiel H. de 10s Santos, 49, is 5nior Vice President and Head of Investment Portfolio. He is a graduate of De La Salle University in Manila with a BacheI~r of Science degree major in Management of Financial Institutions. Prior to joining the Bank, he was the Head of the Bond Trading Desk with Bank of the Philippine Islands from 1996 to 1997. Prior to this, he also worked with CityTrust Banking Corporation a s Senior Foreign Currency Money Markt/Asset Dealer from 1992 to 1996. Hc has 25 years of banking experience in Treasury Function and Account Management.

Ma. Lourdes T. de Vera, 54, Senior Vice President, holds a Bachelor's degree in Economics from the Ateneo de Manila Universiky. She is also a graduate of the Masters in ~usiness Management Program of the Asian Institute of Management a& an Executive Development Program of the ~esearch Institute of Management Science, Delft, Netherlands. Prior to joining BDO, she worked for the Private Development Corporation of the PhiIjppines, holding various positions in the Trust and Investments Department, lnveshent Banking Group, and Economic and Corporate Research. She currently heads the Product and Market Development Unit of the Bank's Trust and Investments Group. She was the past President of the Trust Officers Association of the Philippines and was a Governor of the Market Governance Board of Philippine Dealing and Exchange Corporation Q'DEx).

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Geronimo D. Diaz, 54. Senior Vice President, holds a Bachelor's degree in Accounting, Magna Cum Laude, from the University of the East and is a Certified Public Accountant. He was previously connected with PCIBank as Vice President from 1975 to 1995. He was part of the management team that set-up Dao Heng Bank, lnc, in 1995 and heId the position ~f First Vice President until 1998. Thereafter, he joined the Bank in April 1998 as Mead of the Corporate Planning & Marketing Support of the Bank. He served as President of the Bank Marketing Association of the Philippines from 2001 to 2003. He is presently 14th Branch Banking as Region Head.

Tsmael G. Estela, Jr., 53, Senior Vice-President and Head of Transaction Banking. Previously, he was the Chairman and President of Express Padala International, Inc. H e is a certified public accountant ("CPA") and holds a Bachelor of Science degree in Accounting horn the University of San Carlos. Me has more than 24 years of combined experience in cornrne~ial and developnlent banking. Prior to joining the Bank, he was invoIved in electronic commerce servicing the small and medium enterprises. Aside from commercial and development banking, he has extensive experience in product development, cash management services, marketing. lending administration, IT, project management and bank operations and processes.

Marvin V. Fausto, 48, is Senior Vice President and Chief Investment Officer of Trust Banking. Prior to joining the Bank in 1996, he worked as Head of Investments for Citytrust Banking Corporation and as Credit Officer at Par East Bank & Trust Company. He is the Founding President of the Fund Managers Association of the Philippines. He is the Director and President of the Trust Officers Association of the Philippines.

Lesmes L. Garate, 59, is Senior Vice President and Eastern Visayas Region 9 Head. He holds a Bachelofs degree in Commerce major in Accounting from the University of BohoI. He was a financial consulbnt of Grand Lending, and Unity Lending Investors, hc, from 1996 to 2000. He is presently a member of Bankers' Club of Cebu, Bayanihan Lions Club International, and Philippine Institute of Certified Public Accounlants.

Jonathan C. B. Go, 55, is knior Vice President. He is Chairman of PCIB Securities and Treasurer of Equimark - NFC Development Corporation.

Marilyn K. Go, 57, Senior Vice President and Assistant Treasurer of the Bank, holds a Bachelor of Arts degree in Mathematics from St. Paul's College of Manila. Prior to joining the Bank, she w~rked for Producers Finance in Hong Kong for three years. She joined the Bank in 1987 as Manager of the Treasury Department.

Lazaro Jerome C. Guevarra, 43, Senior Vice President and Head of Advisory and Mergers & Acquisitions Practice for BDO Capital and Investment Corpnration. He is a graduate of tlie University of the Philippines School of Economics. He has over 20 years of experience in investment banking and financial analysis. Prior to joining BDO in 2001, he was connected with Equitable PC1 Bank, Inc. and Far East Bank & Trust Co, He is involved in the shucturing and execution of corporate finance and advisory deals for ED0 Capital and investment Corporation. He has likewise worked on all major M&A and capibl raising activities of the Bank. He is concurrently the Treasurer of BDO Capital and Investment Corporation and is a Director of BDO Technolo~ Center, Inc., BDO Saategic Holdings, inc., PC1 Insurance Brokers, lnc., and PC1 Management Comultants, Inc. He is also a Trustee and Corporate Secretary of BDO Foundation, Inc. and the Corporate Secretary of Equimark - NFC Development Corporation.

Eleanor Lee M. Hilado, 46, is Senior Vice President and Debt Practice Head of BD0 Capital and Invesbnent Corporation. She is also concurrenLly President and Director of Armstrong Securities, Inc. Prior to the merger of BDO and Equitable PC1 Bank, Inc., Ms. Mado sewed as First Vice President of PC1 Capital Corporation. Ms. Hilado was formerly connected with the Corporate Banking Group of the former Philippine Commercial International Bank and Far East Bank and Trust Company, and the

Page 16 of 27

InstitutionaI Banking Group of the DeveIopment Bank of the Philippines. Ms. Hilado is a Bachelor of Arb in Economics graduate (Cum Laude) of the University of the Philippines. She was likewise a recipient af the Japan Airlines Scholarship for Asian Studies at the Sophia University in Tokyo, Japan.

Nenjta C. Indiongco, 59, is Senior Vice President and Team 4 Head lor Corporate Banking 2. She has been involved with the Corporate Banking for the majority of her 32 years stint with the Bank. She has also served as member of the Bank's various credit committees and special projects.

Jeanette S. Javellana, 50, is Senior Vice President and Unit Head for Commercial Banking Metro Manila West and Metro Manila North. She joined the Bank in October 2001.

Roberto E Lapid, 54, is a Senior Vice President. He was elected President of BDO Leasing and Finance, lnc. in July 02, 2008. H e concurrently holds the position of President Rr Director in a wholly- owned subsidiary: BDO Renbl, lnc. He was forrncrly the President of Equitable Exchange Inc. and Vice Chairman / Director of EBC Investments, Inc. He holds a Bachelor's degree in Business Adminishtian from the Universiq of the Philippines.

Norman Bong Man Lee, 56, Hong Kong citizen, Senior Vice President, was appointed General Manager of Banco De Oro Unibank, lnc., Hong Kong Branch in October 2006. He was formerly connected with Dao Heng Bank Group, and held the General Manager position of Dao Heng Finance Limited and OTB International Factors Limited, and Senior Vice President of Dao Heng Bank (Philippines) Inc. Prior to joining the Bank, he was the General Manager and Chief Executive of Dao Heng Bank Limited in Shenzhen, the People's Republic of China. He gtaduated horn Wah Yan College Hong Kong in 1972 and immediately joined Dao Heng Bank Group until 2003.

GabrieI U. Lim, 49, is Senior Vice President and Unit Head for Equities Practice of BDO Capital and Investment Corporation. He is also Director and President of PCIB Securities, Inc. Mr. Lim's extensive banking experience includes key participation in the Philippine Government's privatization programs on behalf of both the Government and private institutions. Prior to joining PC1 Capital Corp., Mr. Lim was associated with the Development Bank of the Philippines for seven years where he held various pnsitions. He ako served as Chief of Staff to khe Secretary of the Department of Finance in 1994. Mr. Lim is an MBM candidate horn the Asian Institute of Management and holds a 0.5. in Commerce from San Beda College.

Ruby C;. Lim, 62, Senior Vice President, is a holder of a Bachelor of Science in Commerce degree major in Accounting Cum Laude, from Assumption College. She joined the Bank in 2001 as a Consultant and assumed the position of First Vice President with Branch Banking as Region Head based in Cebu. She was formerly with Solidbank Corporation as First Vice President where she worked from 1993 to 2000. She also worked with Citibank from 1970 to 1987 where she last held the position of Assistant Vice President. Ms. Lim is currently the President of Rainbow Tours, and sits in the board of Mango Park Hotel.

Ma. Mercedes M. Limson, 47, is Senior Vice Presid~nt, Unsecured Sales and Distribution Head of Consumer Loans Group. She has a Masters Degree in Business Management from the Asian Institute of Management. Prior to joining Lhc 8ank in November 2009, she was a Senior Vice President at GE Money Bank.

Lilia E. tising, 57, Senior Vice President, graduated horn the University of the Philippines with a Bachebr of Arts degree in PoIitical Science. She obtained her MBA from Ateneo de Manila University. She was connected with Far East Bank & Trust Company / Bank of the Philippine IsIands from 1978 to 2003 with the rank of First Vice President / Vice President. She joined Equiiable PC1 Bank, Inc. befom joining the Bank in 2005. She is currently Team 6 Head of Corporate Banking 2.

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Emexenciana H. Luisho, 49, is Senior Vice President and Division Head of Business Systems of the Bank. She joined the Bank in November 1995 as Assistant Vice President under the Office of the COO. Prior to joining the Bank, she ~ h w i a Senior Manager at Far f ist Bank & Trust Company.

Maria Corazon A. Mallillin, 48, Senior Vice President, gradua~ed from the University of the Philippines with a Bachelor of Arts degree in Economics as well as a Bachelor of Laws degree. She last worked w i h blaybank as Senior Vice President from 2002 to 2 0 6 . She also had working stints as First Vice President with Asiatrust Bank from 1998 to 2002 and with PCIBank from 1982 to 1998 as an Assistant Vice President. She joined the Bank in March of 2005 as Region Head of Brancl~ Banking.

Dalmacio D. Martin, 48, is Senior Vice President for Treasury. He was the Head of HSBC h,larkets' Lnstitutional Sales and Delta Rates Structuring - Treasury for Philippines. From October 2007 to February 2009, he headed MSBC Market's Delta Rates Structuring - Treasury for Philippines, Vietnam, Sri b n k a and Mauritius. He was ako HSBC Markets' Derivatives Trading Head - Treasury from December 1998 untiI October 2007. Mr. Mart in was an Assistant Instruclor at the College of Human EcoIogy, U.P. Los Bafios, and a Research fellow at the Center for Policy Development Studies from May 1983 until September 1983.

Ramon T. Militar, 51, Senior Vice President, is a CPA and holds a BacheIor of Science degree in Business Administration, major in Accounting, from the University of the Philippines. He is aIso a gmduate d the Advanced Bank Management Program (Superior Performance Awardee) of the Asian Institute of Management. Prior to joining the Bank, he served as President and CEO of Ecology Bank. Other significant work experiences include the follow,ing: President of Ecology Insurance Brokers, Tnc., President of Fidelity Insurance Company, Inc., Executive Vice President for Branch Banking of Monte de Piedad, Branch Manager of SGV Rt Co. He is currently with Branch Banking as Region Mead.

Jaime M. Nasol, 46, is Senior Vice President and the current head of the newly reorganized Cash Management and Electronic Banking Services team. He is a graduate of the University of the Philippines at 1.0s Bafios with a Bachelor's degree in Agribusiness Management and also holds an MBA degree in University of the Philippines Diliman. He started his career in banking in 1990 as a management trainee in Citytrust Banking Corp., where he was tasked with creating products and services for the cash management division of the Bank. Subsequent jobs include slarting the local cash management unit for Standard Chartered Bank Philippines and managing the Domestic Collections Product team for Citibank. He started his career with BDO in August 2000, where he was tasked with the establishment of the cash management services unit of the Bank.

Annie H. Ngo, 55, is Senior Vice President and Region Head of Metro Manila West Region under the Bank's Branch Banking Group. She graduated tltngnn an11 hrlrrfe from the College of the Moly Spirit and took up MBA units at the Ateneo Graduate School of Business. She joined the Bank in October 1988.

Maria Rhoda A Orsolino, 48, is Senior Vice President for Institutional Banking Group - Commercial Banking Group, covering the provinces of North and South Luzon. She was formerly connected with Solid Bank Corporation, Philippine Banking Corporation and Far East Bank & Trust Company. She has experience in the fields of Corporate Banking, Commercial Banking, Special Accounts Management and Corporate PIanning. She was a n Education Officer/Computer Project Officer with British Council, British Embassy, Manila. Ms. Orsolino holds Bachelor's degree in Economics from h e University of the Philippines.

Virgilio C. Pamatmat, 57, is Senior Vice President of BDO's Consumer Lending Group. He joined Equitable Bank in 1994 as Vice President and became First Vice President and Head of Consumer Finance Division in 2001. He was promoted to Senior Vice President in 2006. Previously, he served as Assistant Vice President of Solidbank Corpotation under the Consumer Banking Group in I990 and became Vice President in 1992.

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Jose Alfiedo G. Pascual, 47, Senior Vice President, was appointed Credit Risk Management Head of the Bank in February 2009. Prior to this appointment he assumed various positions related to credit risk management in PCIBank and Equitable PC1 Bank, Inc. He holds a Bachelor's degree in Commerce, major in Accounting from the University of Santo Tamas. He is also a Certified Public Accountant.

Antonio 0. Peiia, 52, was appointed Senior Vice President of the Bank in June 2009. He was formerIy connected with the Development Bank of Singapore, Bank of Southcast Asia, Insular Savings Bank, International CorporateBank (Interbank) and Bank of America Finance Corp. {BAFC). Molds Bachelors' Degree in Commerce Major in Marketing from San Beda College.

Domingo A. Ramos Jr., 61, is Senior Vice President and R~gion Head for Region 10 (Mindanao Region) of Branch Banking Group. He is a CPA and graduated from the University of the East with a degree in Business Adminisbation (Accounting). He joined the former PCIBank in 1971 as an Examiner d the bank's Internd Audit Group. In 1977, he was transferred to PCIBank's Retail Banking Group as Assistant Manager for Davao Branch, and eventually became the Branch Manager of Cotabata Branch and Cagayan de Oro Branch. He assumed the positions of Area Head for Southern Mindanao in 1988, Division Head for Southern Mindanao for Equitable PC1 Bank, Inc. in 1999, and his latest post as BDO's Region Head far Region 10 (Mindanao) on 1 July 2007.

Francisco P. Ramos, 46, Senior Vice President, is a MBA graduate fonn the Ateneo de Manila Graduate School of Business. Mr. Ramos was the Chief Operating Officer for Jardin Lloyd Thompson Insurance Brokers, Inc. from 2004 to 2006 and also served as Director from 2005 to 2006. He also worked with Zurich Genera1 Insurance Co. Inc., from 2000 to 2003 where he last held h e position of Vice President. H e is presently seconded to E D 0 Insurance Brokers, Inc., the Bank's wholly-owned insurance brokerage business.

Luis S. Reyes, Jr., 53, Senior Vice President for Investor Relations and Corporate Planning, holds a Bachelor of Science degree in Business Economics from the University of the Philippines. He was First Vice President of Far East Bank & Trust Company, Trust Banking Group before joining the Bank.

Shirley M. Sangalang. 50, is Senior Vice President and Advisor to the Board Audit Committee. Graduated from the University of the East in Accounting, Cum Laude and CPA. She i s an MBE graduate horn the Universit). of Asia and tlic Pacific. She has external auditing experience having worked at SGV and in Internal Auditing as BDO Head a€ Internal Audit from 1984 to 2007. She is tasked in BDO to head the various Project Management and Bank Integration activities.

Arsenio L. Severino, 54, is Senior Vice President, Head of Rcmedial Management under Risk Management. M e is the Bank's representative to the Board of Victoria's Quality Packaging Corporation. Prior to joining the Bank, he worked with several financial institutions in various capacities in the areas of branch operations, treasury and corporate banking.

Erlaster C. Sotto, 52, Senior Vice President, is a Bachelor of Arb and Laws graduate of the Ateneo de Manila Universiv and a graduate with honors of the Philippine Trust Institute on Trust and Investment Management. Me has completed the Strategic Business Economics Progmm of the University of Asia and the Pacific. Mr. Sotto is a member of the Integrated Bar of the Philippines. He is concurrently the President of E D 0 Securities Corp. and the Chief Operating Officer of E D 0 Capital and Investment Corporation which are the securities house subsidiary and the investment house subsidiary of Banco de Or0 Universal Bank, respectiveIy. Prior to that, he was President and CEO of PC1 Capital Corporation and PCIB Securities, Inc. He has been with the investment banking and securities indushy for over 25 years. He has vast experience in corporate finance and securities underwriting, distribution and trading business. Mr. Sotto was previously the President of the Investment House Association of the Philippine and a professor of banking laws at the College of Law, Ateneo de Manila.

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