SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: ݲ] Preliminary Information Statement ] [ ] Definitive Information Statement 2. Name of Registrant as specified in its charter: BDO Unibank, Inc. 3. Country of Incorporation: Philippines 4. SEC Identification Number: 34001 5. BIR Tax Identification Code: 000-708-174-000 6. Address of principal office: BDO Corporate Center, 7899 Makati Avenue, Makati City 7. Registrant’s telephone number, including area code: (632) 8840-7000/ (632) 8631-8000/ (632) 8702-6000 8. Date, time and place of the meeting of security holders: June 16, 2020 , 2:00 o’clock p.m. Virtual via Cisco Webex 9. Approximate date on which the Information Statement is first to be sent or given to security holders: May 26, 2020 10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA: Title of Each Class Number of Shares Common Shares, P10.00 par value 4,382,729,413 (as of May 5, 2020) Preferred Shares, P10.00 par value 515,000,000 11. Are any or all of registrant’s securities listed on a Stock Exchange? Yes ݲ No _______ Philippine Stock Exchange, Common Shares WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. A. GENERAL INFORMATION Item 1. Date, Time and Place of Meeting of Security Holders (a) Date : June 16, 2020, Tuesday Time : 2:00 o’clock p.m. Place : Virtual via Cisco Webex Mailing BDO UNIBANK, INC. Address : Office of the Corporate Secretary 14 th Floor, North Tower, BDO Corporate Center 7899 Makati Avenue, Makati City Philippines (b) Approximate date on which the Information Statement is first to be sent or given to security holders: May 26, 2020 Item 2. Rights of Shareholders; Dissenter’s Right of Appraisal BDO Unibank, Inc. (BDO) respects the inherent rights of shareholders in accordance with law. BDO recognizes that all shareholders should be treated fairly and equally whether they are controlling or minority, local or foreign. To ensure this, the By-Laws of BDO provide that all shares of each class should carry the same rights, and any changes in the voting rights shall be approved by shareholders. When a proposed corporate action would involve a substantial and fundamental change in BDO in the cases provided by law, a stockholder may exercise his appraisal rights. Pursuant to Section 80 of the Revised Corporation Code of the Philippines, a stockholder may exercise his appraisal right by dissenting on any of the following corporate actions and demanding payment of the fair value of his shares: (1) In case an amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class 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; (2) In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; (3) In case of merger or consolidation; and (4) In case of investment of corporate funds for any purpose other than the primary purpose of the corporation. The procedure for the exercise of a stockholder’s appraisal right is as follows: (1) A stockholder shall have dissented to such corporate action; (2) Within thirty (30) days after the date on which the vote was taken, the dissenting stockholder shall make a written demand on BDO for payment of the fair value of his shares. Failure to make the demand within such period shall be deemed a waiver of the appraisal right. (3) Within ten (10) days after demanding payment for his shares, the dissenting stockholder shall submit to BDO the certificate(s) of stock representing his shares for notation thereon that such 2 shares are dissenting shares. His failure to do so shall, at the option of BDO, terminate his appraisal rights. (4) No demand for payment as aforesaid may be withdrawn by the dissenting stockholder unless BDO consents thereto. (5) If the corporate action is implemented or effected, BDO shall pay to such dissenting stockholder, upon surrender of the certificate(s) of stock representing his 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. (6) If within a period of sixty (60) days from the date the corporate action was approved by the stockholders, the dissenting stockholder and BDO cannot agree on the fair value of the shares, it shall be appraised and determined by three (3) disinterested persons, one of whom shall be named by the stockholder, another by BDO, and the third by the two (2) thus chosen. (7) The findings of a majority of the appraisers shall be final, and their award shall be paid by BDO within thirty (30) days after such award is made. No payment shall be made to any dissenting stockholder unless BDO has unrestricted retained earnings in its books to cover such payment. (8) Upon payment of the agreed or awarded price, the stockholder shall forthwith transfer his shares to BDO. No matter will be presented for shareholders’ approval during the annual meeting that may give rise to the exercise of the right of appraisal. Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon (a) No director or officer of BDO 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 at the meeting, other than election to office. (b) No director of BDO has informed BDO in writing that he intends to oppose any action to be taken by BDO at the meeting. B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders (a) Voting securities entitled to be voted at the meeting: Title of Each Class Number of Shares Number of Votes Outstanding (as of April 30, 2020) Common Shares 4,382,611,513 One (1) vote per share, except in the Series A Preferred Shares 515,000,000 election of directors where one share is entitled to as many votes as there Total 4,897,611,513 are directors to be elected. 3 (b) Record date Only stockholders of record in the books of BDO as of the close of business on May 22, 2020 are entitled to notice of, and to vote at, the annual meeting. (c) Election of directors and voting rights (cumulative voting) Each shareholder holding Common Shares and Ser ies A Preferred Shares (each, a “ Voting Share/s ”) as of May 22, 2020 is entitled to as many votes as there are directors to be elected. Thus, if there are eleven (11) directors to be elected, each Voting Share is entitled to eleven (11) votes. Such shareholder may cumulate and cast all his votes in favor of one candidate or distribute them among as many candidates as he shall see fit, provided that the total number of votes cast by him does not exceed the number of shares owned by him multiplied by the number of directors to be elected. The shareholder holding Voting Shares may nominate directors and vote by proxy in favor of the Chairman of the meeting. In accordance with BDO’s By -Laws, stockholders may submit their duly executed and signed proxies in favor of the Chairman of the Meeting on or before June 1, 2020 to the Corporate Secretary at 14 th Floor, North Tower, BDO Corporate Center, 7899 Makati Avenue, Makati City via courier delivery or by email to [email protected]. Stockholders of record may download and print the proxy form from BDO’s website (www.bdo.com.ph/2020proxyform). A forum for the validation of proxies chaired by the Corporate Secretary or Assistant Corporate Secretary and attended by BDO’s stock and transfer agent shall be convened on June 4, 2020, 10:00 o’clock a.m., at the 14 th Floor, North Tower, BDO Corporate Center, 7899 Makati Avenue, Makati City. 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 Secretary’s decision shall be final and binding on the shareholders, and those not settled at such forum shall be deemed waived and may no longer be raised during the meeting. (d) Security ownership of certain record and beneficial owners and management: 1. Security ownership of certain record/beneficial owners As of April 30, 2020, the following are known to BDO to be directly or indirectly the record and/or beneficial owne rs of more than 5% of BDO’s voting securities: Name of Name, address of Beneficial Owner No. of Shares Title of Class record owner and and Relationship Citizenship Percent Held relationship with BDO with Record Owner Common SM Investments Corp. Sy Family * 10th Floor One E-Com (Substantial Filipino 1,787,180,649 40.78% Center, Harbour Drive, Stockholders) Mall of Asia Complex, CBP-I-A, Pasay City/ Parent Company Common PCD Nominee Corp. (Non-Filipino) Various Foreign 1,241,058,962 28.32% 29 th Floor, BDO stockholders Equitable Tower, Paseo de Roxas, Makati City/ 4 Name of Name, address of Beneficial Owner No.