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May 20, 2018
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)
We hereby transmit with this letter the Definitive Information Statement of BDO Unibank, Inc. submitted today to the Securities and Exchange Commission.
Very truly yours,
ELMER B. SERRANO Corporate Information Officer
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
Dept. Requiring this Doc.
14,293 Total No, of Stockholders
Company Telephone Number
Secondary License Type, If Applicable
Amended Articles NumberlSeetion
Total Amount of Borrowings . I -
To be accompanied by SEC Personnel concerned
NOTICE OF ANNUAL MEETJNG OF STOCKHOLDERS
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
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
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,
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 [email protected]) 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
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 le