MINUTES OF THE 2015 ANNUAL MEETING OF STOCKHOLDERS OF BANKING CORPORATION Held at the Penthouse, China Bank Building 8745 Paseo de Roxas cor. Villar St., City May 7, 2015 at 4:00 p.m.

Directors Present:

Mr. Hans T. Sy - Chairman of the Board, Chairman of Executive and Compliance Committees, and Member of Nominations, Risk Management, Compensation or Remuneration, and Corporate Governance Committees

Mr. Gilbert U. Dee - Vice Chairman of the Board, and Member of Executive, Risk Management, and Compensation or Remuneration Committees

Mr. Ricardo R. Chua - Director, President & Chief Executive Officer, and Member of Executive and Trust Investment Committees

Mr. Peter S. Dee - Director, and Member of Executive Committee

Mr. Joaquin T. Dee - Director, Chairman of Risk Management Committee, and Member of Executive, Audit, Nominations, Compliance, and Corporate Governance Committees

Mr. Dy Tiong - Independent Director, Chairman of Nominations Committee, and Member of Audit, Compensation or Remuneration, and Related Party Transaction Committees

Mr. Herbert T. Sy - Director, and Member of Trust Investment Committee

Mr. Harley T. Sy - Director, and Member of Trust Investment Committee

Mr. Alberto S. Yao - Independent Director, Chairman of Audit and Related Party Transaction Committees, and Member of Nominations, Compliance, Risk Management, Compensation or Remuneration, and Corporate Governance Committees

Mr. Roberto F. Kuan - Independent Director, Chairman of Compensation or Remuneration, and Corporate Governance Committees, and Member of Nominations and Related Party Transaction Committees

Mr. Jose T. Sio - Director, and Chairman of Trust Investment Committee

Director Absent:

None

Also Present:

Mr. Henry Sy, Sr. - Honorary Chairman of the Board, and Advisor to the Board

Atty. Corazon I. Morando - Corporate Secretary

Mr. Alexander C. Escucha - Head of the Investor and Corporate Relations Group

Ms. Marilyn G. Yuchenkang - Chief Audit Executive

Ms. Vicky Lee Salas - SyCip Gorres Velayo & Co. (SGV) Partner-in-Charge, External Auditor

Mr. Allan W. Ocho - SGV Advisory Partner, Independent Validator of Votes

Ms. Aileen A. Uy - SGV Advisory – Risk Services, Risk Director, Independent Validator of Votes

Mr. Antonio M. Lavinia - Stock Transfer Service, Inc., Transfer Agent

Stockholders present in person or represented by proxy:

1,370,409,445 shares (See Annex A for list of stockholders and other attendees)

I. CALL TO ORDER

After welcoming stockholders and guests to the Bank’s 2015 annual stockholders’ meeting, the Chairman of the Board, Mr. Hans T. Sy, called the meeting to order and presided over the same. Atty. Corazon I. Morando, Corporate Secretary, took the minutes of the proceedings.

II. ROLL CALL

Mr. Hector B. Holgado moved that the reading of the list of stockholders present in person or by proxy be dispensed with, in order to abbreviate the proceedings. There being no objection, the motion was duly seconded.

The list of the stockholders present in person or by proxy with their respective number of shares is hereto attached as Annex “A”.

III. CERTIFICATION OF QUORUM

The Chairman asked the Corporate Secretary about the presence of quorum.

The Corporate Secretary announced that out of 1,716,414,317 total subscribed and outstanding shares of the Bank, the holders of 1,370,409,445 shares representing 79.84% or more than 2/3 of the outstanding capital stock of the Bank are present either in person or by proxy. The Corporate Secretary therefore certified to the existence of a quorum competent to transact business.

The Corporate Secretary also informed the stockholders and guests that in addition to the presence of the Bank’s transfer agent, Stock Transfer Service, Inc. (STSI), representatives from SyCip Gorres Velayo & Co. (SGV) were in attendance at the meeting to independently count and validate the votes cast at the meeting. Ballots were distributed to the stockholders or their representatives during the registration in accordance with the procedures stated in the information statement.

IV. PROOF OF NOTICE OF MEETING

The Chairman next asked the Corporate Secretary about the sending of the notice of meeting to stockholders.

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The Corporate Secretary reported that the Notice of Meeting and Information Statement (SEC Form 20-IS) were sent to the stockholders of record on March 30 and 31, 2015. Likewise, these were sent to the Securities and Exchange Commission (SEC) and Philippine Stock Exchange (PSE) on March 20 and 23, 2015, respectively. Finally, the Notice of Meeting with Explanation of Agenda Items was published in , a newspaper of general circulation, on March 31, 2015.

The Corporate Secretary certified that the foregoing materials were sent in compliance with the Bank’s By-Laws and the law and rules and regulations of SEC and PSE.

V. READING AND APPROVAL OF MINUTES OF THE 2014 ANNUAL MEETING OF STOCKHOLDERS

The Chairman then proceeded to the next item in the Agenda, which is the approval of minutes of the stockholders’ meeting held on May 8, 2014. A summary of the minutes was included in the Information Statement sent in advance to the stockholders; and copies of the minutes, which can also be accessed through the Bank website www..ph, were also made available and/or provided to the stockholders prior to the meeting to allow them the opportunity to raise any question, comment or view arising therefrom.

There being no objection or matter raised in relation to the minutes, on motion of Mr. Ordon P. Maningding, the reading of the minutes of the annual meeting of stockholders held on May 8, 2014 was dispensed with and all matters included therein were considered complete and accurate, and were thereby approved for all intents and purposes, with the following breakdown of votes:

Percentage Opinion Votes cast (Based on shares present or represented at the meeting) For - 1,370,359,442 - 99.996% Against - 50,003 - 0.004% Abstain - 0 - 0.000%

VI. ANNUAL REPORT & FINANCIAL STATEMENTS

Mr. Anthony B. Fama moved that the printed Annual Report given to the stockholders in attendance, and the Information Statement (SEC Form 20-IS) and the Financial Statements for the year ended December 31, 2014 attached thereto, distributed and sent out to stockholders, be approved.

There being no question, comment or objection, the motion of Mr. Fama was seconded and carried, with the following breakdown of votes:

Percentage Opinion Votes cast (Based on shares present or represented at the meeting)

Annual Report For - 1,370,409,445 - 100.000% Against - 0 - 0.000% Abstain - 0 - 0.000%

- 3 - Percentage Opinion Votes cast (Based on shares present or represented at the meeting)

Financial Statements For - 1,370,409,445 - 100.000% Against - 0 - 0.000% Abstain - 0 - 0.000%

VII. RATIFICATION OF ALL ACTS OF THE BOARD OF DIRECTORS, EXECUTIVE COMMITTEE, OTHER COMMITTEES, AND MANAGEMENT

On motion made by Ms. Ma. Hildelita P. Alano and duly seconded, all acts of the Board of Directors, which include the approvals for the increase in the Bank’s capital stake and contributed surplus in Manulife China Bank Life Assurance Corporation from 5% to 40%; additional capital infusion to China Bank Savings, Inc. and Planters Development Bank as prescribed by the regulators; and establishment of and investment in an Investment House subsidiary to be named China Bank Capital Corporation, subject to the requirements of relevant regulatory agencies; approval of related party transactions discussed in pages 15 – 16 of the Information Statement and in Note 28 of the Audited Financial Statements; and all the acts of the Executive Committee and of the various committees of the Bank and Management, during the fiscal year 2014 and immediately preceding this stockholders’ meeting, were approved, confirmed and ratified for all intents and purposes. The breakdown of votes was as follows:

Percentage Opinion Votes cast (Based on shares present or represented at the meeting) For - 1,370,409,445 - 100.000% Against - 0 - 0.000% Abstain - 0 - 0.000%

VIII. ELECTION OF THE BOARD OF DIRECTORS

The Chairman then announced that the next item in the agenda was the election of eleven (11) members of the Board of Directors for the ensuing year.

On motion made by Ms. Evelyn T. Alameda and duly seconded, the eleven (11) nominees, including the three (3) nominees for independent directors, listed in pages 12-13 of the Information Statement distributed to the stockholders, were declared duly elected directors.

The votes cast were as follows:

Percentage Type of Name of Director Votes Cast (Based on shares present or Director represented at the meeting)

For - 1,370,322,270 - 99.994% Hans T. Sy Director Against - 87,175 - 0.006% Abstain - 0 - 0.000%

- 4 - Percentage Type of Name of Director Votes Cast (Based on shares present or Director represented at the meeting)

For - 1,370,351,376 - 99.996% Gilbert U. Dee Director Against - 58,069 - 0.004% Abstain - 0 - 0.000% For - 1,370,351,376 - 99.996% Ricardo R. Chua Director Against - 58,069 - 0.004% Abstain - 0 - 0.000% For - 1,370,351,376 - 99.996% Peter S. Dee Director Against - 58,069 - 0.004% Abstain - 0 - 0.000% For - 1,370,351,376 - 99.996% Joaquin T. Dee Director Against - 58,069 - 0.004% Abstain - 0 - 0.000% For - 1,370,351,376 - 99.996% Herbert T. Sy Director Against - 58,069 - 0.004% Abstain - 0 - 0.000% For - 1,370,351,376 - 99.996% Harley T. Sy Director Against - 58,069 - 0.004% Abstain - 0 - 0.000% For - 1,370,351,376 - 99.996% Jose T. Sio Director Against - 58,069 - 0.004% Abstain - 0 - 0.000% For - 1,370,322,270 - 99.994% Independent Dy Tiong Against - 87,175 - 0.006% Director Abstain - 0 - 0.000% For - 1,370,322,270 - 99.994% Independent Alberto S. Yao Against - 87,175 - 0.006% Director Abstain - 0 - 0.000% For - 1,370,409,445 - 100.000% Independent Roberto F. Kuan Against - 0 - 0.000% Director Abstain - 0 - 0.000%

Chairman Hans Sy then introduced each of the newly elected directors present during the meeting. He also acknowledged the presence of Mr. Henry Sy, Sr., the Honorary Chairman and Advisor to the Board of the Bank.

IX. APPOINTMENT OF EXTERNAL AND INTERNAL AUDITORS

The Chairman proceeded to the next item in the agenda, which is the appointment of auditors.

On motion of Mr. Hector B. Holgado duly made and seconded, the incumbent external auditors of the Bank, SyCip Gorres Velayo & Co. (SGV), with its partner-in-charge for the Bank, Ms. Vicky Lee Salas, and the Bank’s Chief Audit Executive, Ms. Marilyn G. Yuchenkang, were re-elected external and internal auditors, respectively, of the Bank for the ensuing year.

The votes for the re-election of the external auditors were broken down as follows:

- 5 - Percentage Opinion Votes cast (Based on shares present or represented at the meeting) For - 1,370,322,270 - 99.994% Against - 87,175 - 0.006% Abstain - 0 - 0.000%

X. APPROVAL/RATIFICATION OF THE DECLARATION OF 8% STOCK DIVIDEND AND 10% CASH DIVIDEND

The Body next considered the stock and cash dividends earlier declared by the Board in its meeting on May 7, 2015.

Upon motion of Ms. Belenette C. Tan duly made and seconded, the following resolutions were approved by more than 2/3 of the outstanding capital stock of the Bank –

‘WHEREAS, on May 7, 2015, the Board of Directors of this Corporation approved the following resolutions:

‘RESOLVED, that subject to the ratification or confirmation by at least 2/3 of the outstanding capital stock of the Bank at the scheduled regular annual stockholders’ meeting on May 07, 2015, a cash dividend of 10% equivalent to P1.00 per share and a stock dividend of 8% to come from the unissued shares of the Bank, are hereby declared, the dates of record and payment/issuance of which shall be set by the Board of Directors upon approval and/or verification of such declaration by the Bangko Sentral ng Pilipinas, and the approval in principle of the listing of stock dividend by the Securities and Exchange Commission and/or the Philippine Stock Exchange.

RESOLVED FURTHER, that under the 8% stock dividend declaration, the documentary stamps shall be for the Bank’s account, and any fractional shares resulting from such stock dividend, shall be rounded-up to one (1) share.

RESOLVED ALSO, that the Board be authorized, as it is hereby authorized, to make such approval/s or amendment/s to these resolutions as may be necessary to comply with any other requirements of the regulatory offices.

RESOLVED FINALLY, that the Corporate Secretary and/or Assistant Corporate Secretary be authorized, as they are hereby authorized, to give notice of the foregoing approvals to the regulatory offices concerned.”

‘NOW, THEREFORE, BE IT RESOLVED, that the stockholders of this Corporation approve, as they hereby approve en toto, the resolutions of the Board of Directors during their special meeting on May 7, 2015 as above-quoted, approving the 10% cash dividend equivalent to P1.00 per share and 8% stock dividend, among others.

‘BE IT RESOLVED FINALLY, that the Board of Directors and/or any of the Corporation’s Executive Officer/s is fully empowered and authorized to do such other act/s as may be necessary or required by the regulatory agency/ies concerned to carry into effect the cash and stock dividends hereby declared.’

- 6 - The votes for the foregoing matters were broken down as follows:

Percentage Percentage Opinion Votes cast (Based on shares present or (Based on total represented at the meeting) outstanding shares)

For - 1,364,595,774 - 99.576% - 79.503% Against - 5,813,671 - 0.424% - 0.339% Abstain - 0 - 0.000% - 0.000%

XI. OTHER MATTERS

The Chairman opened the floor and gave the stockholders the opportunity to ask questions or raise comments or concerns.

Mr. Philip Turner stood up and asked to be updated on the Bank’s compliance with the global standards on chip-based payment cards.

SVP and Chief Information Officer Alexander C. Escucha answered that the Bank’s credit cards from the start already bear the EMV chip technology, compliant with the global standards for credit, debit and ATM cards. In addition, steps to install anti-skimming devices have been made to further provide protection against fraudulent transactions. He added that about 70% of the Bank’s ATM machines are also already EMV compliant, while the Board has approved the replacement and upgrade of the remaining 25%.

Another matter which stockholder Turner wished to be clarified on, related to the demonetization of notes. Mr. Escucha explained that he had clarified with the office of the Bangko Sentral ng Pilipinas (BSP) Deputy Governor Diwa Guinigundo about this. BSP announced that the process of demonetization of old banknotes had commenced on January 1, 2015 as part of its objective of preserving the integrity of the Philippine currency. He went on to explain that for the year 2015, the public may continue to use the old banknotes in their transactions up to December 31, 2015. From January 1, 2016 up to December 31, 2016, the public may no longer use the notes, but they will still be allowed to exchange these old notes with authorized financial institutions. Starting January 1, 2017, the public can no longer use or exchange the old notes, as they shall be considered demonetized and will no longer have any monetary value. Mr. Escucha further stated that the branches have already started to retain the old notes deposited and issue new ones for withdrawals; and the Bank’s information campaign on this will include inserts in the statements of accounts, messages in our ATM screens and also notices on the teller counters.

Finally, Mr. Turner questioned the current practice of banks of retaining the physical checks after transaction; he felt that this may raise problems especially in legal cases where the physical checks are required to be presented in court.

President & CEO Ricardo R. Chua recalled that the original checks are given back to the originating/issuing bank. Nonetheless, he assured the stockholder that should he need to have the original check for legal purposes, the Bank can make it available to him. He also recalled that a check truncation project is in the works, where the electronic image of a check will be sufficient basis for clearing. The Bank will closely monitor the developments and inform the stakeholders accordingly.

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XII. ADJOURNMENT

There being no other business to transact or matter raised by the stockholders, and upon motion made by Ms. Evelyn T. Alameda and duly seconded, the meeting was adjourned at 4:18 p.m.

In behalf of the Board of Directors and Management, the Chairman thanked the stockholders for their continued support. Then, he invited the stockholders and guests to partake in the merienda prepared for the occasion.

(Original Signed) HANS T. SY Chairman of the Board and of the Meeting

Attested by:

(Original Signed) ATTY. CORAZON I. MORANDO Secretary of the Meeting

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