MI N U T E S

OF THE
ANNUAL MEETING OF STOCKHOLDERS OF
BANCO DE OR0 UNIBANK, INC.
RIGODON BALLROOM, THE PENINSULA MANILA
AYALA AVENUE CORNER MAKATI AVENUE, MAKATY CITY
FRIDAY, MAY 27,2011, AT 2:00 O'CLOCK IN THE AFTERNOON
Number of shares held by shareholders:
Present in Person or Represented by Proxy,
and Participant Brokers
Number of Total Outstanding Shares
Preferred and Colnmon
Incumbent Directors Present:
Ms. Teresita T. Sy
Ms. Corazon S. de la Paz-Bernardo
Mr. Jesus A. Jacinto, Jr.
Mr. Cheo Chai Hong
Ms. Farida Ichambata
Mr. Nestor V. Tan
Mr. Teodoro B. Montecillo
Atty. Antonio C. Pacis
Mr. Henry T. Sy, Jr.
Ms. Josefina N. Tan
Mr. Jimmy T. Tang
Chairperson
Vice Chairperson
Vice Chairman
Director
Director
President
Independent Director
Director
Director
Director
Independent Director
I. Call to Order
The Chairperson, Ms. Teresita 'T.Sy, called the meeting to order.
11. Proof of Notice and Determination of Existence of Quorum
The Corporate Secretary, Atty. Edmundo L. Tan, certified that (a) notices for the annual stockholders'
meeting together with the agenda and the Definitive Information Statement of the Bank were sent out by mail
to all stockholders of record as of April 4, 201 1 and likewise published in the Philippine Daily Inquirer and
The Philippine Star on May 6 and 9, 201 1, respectively, in accordance with the Amended By-Laws of the
Corporation, and (b) based on the record of attendance, present for the meeting were stockholders, in person or
by proxy, and participant brokers holding a total of 2,251,094,810 shares, equivalent to 72.44% of the
outstanding shares of the Corporation. The Corporate Secretary therefore certified that there was a quorum for
the transaction of the business. He recorded the minutes of the proceedings.
111. Approval of the Minutes of the Previous Annual Meeting of Stocliholders held on May 28,2010
The Chairperson requested the Bank's Vice Chairman, Mr. Jesus A. Jacinto, Jr., to preside over the
meeting.
The Vice Chairman proceeded to the next item in the agenda which was the reading and approval of
the Minutes of the annual meeting of the stockholders held on May 28, 2010. The Vice Chairman manifested
that copies of the Minutes of the said meeting were appended to the Definitive Information Statement sent to
all stocltholders as of April 4, 201 1.
Thereafter, upon motion duly made and seconded, the Minutes of the annual stocltholders' meeting
held on May 28, 2010 were unanimously approved by the stockholders.
W. President's Report
The Chairman of the Meeting then gave the floor to the President of the Bank, Mr. Nestor V. Tan, for
the latter's report on the Corporation's results of operations for 2010.
The President reported on the significant business transactions undertaken by Management and the
financial targets and achievements for the fiscal year 2010, as well as prospects for 201 1, which report was
essentially reflected in the 2010 Annual Report and Audited Financial Statements for 2010 earlier distributed
to the stockholders. I-Ie likewise presented the 201 1 first quarter income statement highlights.
The Chairman of the Meeting then opened the floor to the stoclcholders for questions on the
President's Report. The President addressed the questions and points for clarification raised by some
stockholders.
Mr. Luisito Reyes, stockholder, inquired if there would be a declaration of cash dividends for this
year. The Chairperson replied in the affirmative and said that this will be taken up at the later part of the
meeting.
Another stockholder asked about BDO Unibank's plans in acquiring Asiatrust Bank. The President
replied in the negative, and that there were no developments on the subject. The same stockholder asked if
BDO Unibank is planning on having on-line market trading. The Presider-t responded that Management is
looking at expanding so that more clients would be reached through internet banking. Thereafter, the
stockholder stated that he is investing in foreclosed properties and noted tha: BDO Unibank would offer only
up to 5-year term when one buys a foreclosed property and that the Bank would require 30% down payment.
He then recommended that Management take a look at reducing the down payment and making the terins
flexible up to 15 years. The President replied that Management actually evaluates it on a case to case basis.
In line with BDO Securities, a stockholder asked how the Bank would justify such expansion
compared to other consumer business and how much growth the brokerage generate. Moreover, the
stockholder asked what the 2010 would be in terms of future book value per share trend of BDO. The
President replied that the securities business is something that the Bank is trying to develop so that it could
service its existing consumer clients as the Bank has a huge client base in the branch network as well as in the
Private Bank. Management is strategizing on building products for this segment and the expansion of securities
is not going after a new market, but an improvement of the services to existing client base. On the book value!
the President stated that the book value is about Php 30.00 per share as of end 2010.
Mr. Eduardo Lucero, stockholder, congratulated the Managemenr and staff of the Bank for its
outstanding performance. He remarked that he has been a client for a long t i ne and is quite satisfied with the
services of the Bank. He likewise mentioned that the lines at branches are too long which is good because it
meant that a lot of clients come in, but requested Management to find a way for this to be resolved. The
President said that Management is cognizant of the queue and in most instances the limitations have to do with
space and managing peaks. Subsequently, the President took note of Mr. Lucero's comments and suggestions.
Another stockholder recommended for the consideration of Management the waiver of the
membership and annual fee for stockholders of the Bank who are also BDO cardholders especially BDO Visa.
He also asked how much dividends would be declared. The Chairperson tool< note of the stockholder's
comments and reiterated that dividends would be declared later at the meeting.
Mrs. Lourdes Marasigan, stockholder, took the floor and commented that the body ask for the
blessings of the Lord who established the Bank and to let Jesus enter into the hearts of all those present. She
likewise asked God to bless the Bank and all those present. The Chairperson noted Mrs. Marasigan's
comments.
Thereafter, upon motion duly made and seconded, the President's report with the Audited Financial
Statements of the Bank for the period ending December 3 1, 201 0, was noted and unaniinously approved by the
stoclcholders through the following resolution:
Stockholders' Resolution No. 01-2011
RESOLVED,That the President's Report and the A~di t ed Financial
Statements of Banco De Oro Unibank, Inc. for the period ending December
3 1, 20 10, be, as they are hereby, approved and ratified.
V. Approval and Ratification of All Acts of the Board of Directors, Board Committees, and
Management during their Term of Office
The stockholders then proceeded to the next item in the agenda whkh was the ratification of all acts,
transactions and contracts entered into as well as resolutions made and adopted by the Board of Directors and
its duly constituted committees and of the Management of the Bank from the date of the annual stockholders'
meeting in 2010 up to this year's annual meeting, as reflected in the minutes of the meetings of the Board of
Directors, and its duly constituted committees and of the Management for the period.
Considering that there were specific acts or transactions which were required by law to be approved
by the stockholders, and upon motion duly made and seconded, all acts, transactions and contracts entered into
as well as resolutions made by the Board of Directors and its duly constituted committees and of Management
from the date of annual stockholders' meeting in 2010 to the present, as reflected in the minutes of the Board
of Directors and of its duly constituted committees, were APPROVED, CONFIRMED, and RATIFIED by the
stockholders through the following resolution:
Stockholders' Resolution No. 02-2011
RESOLVED, That all of the resolutions, acts and proceedings of the
Board of Directors of Banco De Oro Unibank, Inc. (BDO Unibank),
heretofore adopted and taken at the several meetings of the Board since the
annual stockholders' meeting of BDO Unibank in 2010 including contracts,
transactions, and investments in allied and non-allied undertakings
heretofore adopted, as shown by the records and the minutes books of BDO
Unibank, and all of the acts of the duly constituted committees and of
Management in carrying out and promoting the purposes, objects, and
interests of BDO Unibank since the annual stockholders' meeting in 2010,
be, as they are hereby, approved and ratified.
VI. Election of the Board of Directors
The Chairman of the Meeting announced as the next item in the agenda the election of members of the
Board of Directors for 201 1.
The body then proceeded to the election of the Board of Directors of the Bank. The Chairman of the
Meeting inquired from the Chairman of the Nominations Committee who the individuals nominated as
directors for year 201 1 were, who had all the qualifications and none of the disqualifications, as evaluated by
the Bank's Nominations Committee, as well as those individuals nominatec as independent directors of the
Bank.
Mr. Henry T. Sy, Jr, Chairman of the Nominations Committee, reported that there were only eleven
(11) persons nominated to, and qualified for, the eleven (I 1) seats in the Board. The following persons have
been nominated and are qualified to serve as directors for 201 1: Cheo Chai Hong, Corazon S. de la Paz-
Bemardo, Farida Kharnbata, Jesus A. Jacinto, Jr., Teodoro B. Montecillo, Antonio C. Pacis, Henry T. Sy, Jr.,
Teresita T. Sy, Josefina N. Tan, Nestor V. Tan, and Jimmy T. Tang.
Mr. Sy confirmed that the Nominations Committee had determined that the following had all the
qualifications and none of the disqualifications to be directors of the Corporation:
Cheo Chai Hong
Corazon S. de la Paz-Bernardo
Farida Ichambata
Jesus A. Jacinto, Jr.
Antonio C. Pacis
Henry T. Sy, Jr.
Teresita T. Sy
Josefina N. Tan
Nestor V. Tan
Independent Directors:
Teodoro B. Montecillo
Jimmy T. Tang.
Considering that there were only eleven (1 1) persons nominated to, and qualified for, the eleven (1 1)
seats in the Board, the Corporate Secretary was instructed to cast, as he did cast, all the votes in favor of those
eleven (11) persons, and they were thereupon declared elected as Directors to serve for a term of one (1) year
and until their successors shall have been elected and qualified.
VII. Matters for Stockholders' Approval
The Chairman of the meeting stated that the Board of Directors of the Bank passed resolutions
approving and endorsing for Stockholders' approval and ratification the change of the Bank's corporate name
from "Banco De Oro Unibank, Inc." to "BDO Unibank, Inc." and the corresponding amendment to First
Article of the Bank's Articles of Incorporation and the Code of By-Laws.
Upon motion made and duly seconded, the stockholders unanimously approved and ratified the Board
resolutions on the change of the Bank's corporate name from "Banco C'e Oro Unibank, Inc." to "BDO
Unibank, Inc." and the corresponding amendment to First Article of the Bank's Articles of Incorporation and
the Code of By-Laws through the adoption of the following resolutions:
Stockholders' Resolution No. 03-2011
RESOLVED, That the stockholders approve and ratify, as they hereby approve and
ratify, Board Resolution No. 043-20 1 1 adopted on January 29,20 1 1 which reads as follows:
"RESOLVED, That the Board approve, as it hereby approves, the
amendment to Banco De Oro Unibank, Inc.'s Articles of Incorporation
changing the name of the Corporation:
FROM:
"FIRST - That the name of the corporation shall be
BANCO DE OR0 UNIBANK, INC."
TO:
"FIRST - That the name of the corporation shall be
BDO UNIBANK, INC.
Doing business under any of the
following names and styles: BDO, BDO
Unibank, Banco De Oro, Banco De Oro
Unibank, BDO Banco De Oro"
"RESOLVED, FURTHER, That the Board approve, as it hereby
approves, the amendment of the name of the Bank appearing in the By-
Laws:
FROM:
"BANCO DE OR0 UNIBANIC, INC."
"BDO UNIBANK, INC.
Doing business under any of the
follow in^ names and styles: BDO, BDO
Unibank, Banco De Oro, Banco De Oro
Unibank, BDO Banco De Oro"
- and -
Stockholders' Resolution No. 03-A-2011
RESOLVED,That the stockholders approve and ratify, as they hereby approve and
ratify, Board Resolution No. 1 16-201 1 adopted on May 27,201 1 which reads as follows:
"RESOLVED, That any one (1) of the President, Corporate
Secretary or any Director of the Corporation is hereby authorized and
empowered, for and on behalf of the Corporation, to sign, execute, deliver
and cause the submission of the amended Articles of Incorporation and By-
Laws of the Corporation changing the name of the Corporation, certified by
a majority of the directors and the Corporate Secretary, and any and all
documents necessary for any and all transactions rela~ed to the said
amendment of the Articles of Incorporation and By-Laws of the
Corporation, to the Bangko Sentral ng Pilipinas, Securities and Exchange
Commission, Bureau of Internal Revenue and other governmental
authorities, to sign, execute and deliver any and all documents, and to do any
and all acts, necessary and proper, to give the pertinent resolutions force and
effect."
VIII. Appointment of External Auditor
The Chairman of the Meeting then announced that the next item in the agenda would be the
appointment of the external auditor for the year 20 1 1.
Upon motion duly made and seconded, the following resolution was adopted:
Stockholders' Resolution No. 04-2011
RESOLVED,That the stockholders approve, as they hereby approve,
the appointment of Punongbayan & Araullo, CPAs as the external auditor of
Banco De Oro Unibank, Inc. for the year 201 1 under such terms and
conditions as may be approved by the Board of Directors.
IX. Other Matters
Declaration of dividends
The President informed the stocl&olders that at the regular meeting of the Bank's Board of Directors
held earlier that day, the Board approved the declaration of cash dividends 311 common shares at the rate of
P1.OO per share, payable following the approval of the Bangko Sentral ng Pilipinas of the cash dividend
declaration.
At this juncture, a stockholder laid emphasis on the increase of the dividends from Php 0.80 declared
last year to the Php 1.00 for the year, and thanked the Board for that. Vice Chairperson Jacinto thanked the
stockholder for pointing that out.
Thereafter, the stockholders NOTED the declaration of cash dividends on common shares at the rate
of P1.OOper share.
X. Adjournment
There being no further business to transact, and upon motion duly made and seconded, the meeting
was adjourned at 3:00 o'clock in the afternoon.
EDMUNDO L. VAN
Corporate Secretary
ATTESTED:
~ l d i r ~ e r s o n o of the
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