Via Odisy April 18, 2011 Philippine Stock Exchange, Inc. Tower One and Exchange Plaza Ayala Triangle, Ayala Avenue Makati City A
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Via ODiSy April 18, 2011 Philippine Stock Exchange, Inc. Tower One and Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attention: Ms. Janet A. Encarnacion Head Ms. Sheena Paula H. Pedrieta Analyst Disclosure Department Re: Definitive Information Statement (DIS) ============================= Ladies: We hereby transmit with this letter the Definitive Information Statement (DIS) of Banco De Oro Unibank, Inc. submitted today to the Securities and Exchange Commission. Thank you. Very truly yours, ELMER B. SERRANO Corporate Information Officer COVER SHEET BANCO D E 0 R 0 UNI BANK, INC. (Company's Full Name) BDO Corporate Center 7899 Makati Avenue Makat i City (Business Address : No. Street City1Town1 Province) Atty. Elmer B. Serrano 687.1195 to 96 Contact Person Company Telephone Number Definitive Information Statement I Last Friday of May Month Day FORM TYPE Month Day 1 Annual Meeting Secondary License Type, if Applicable Dept. Requiring this Doc. Amended Articles Number1 Section Total Amount of Borrowings pijiq IDomestic rForeign Total No. of Stockholders To be accomplished by SEC Personnel concerned File Number LCU Document I.D. Cashier STAMPS Remarks = pls. use black ink for scanning purposes NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Dear Stockholder: Please be informed that the Annual Meeting of Stockholders of BANCO DE OR0 -. UNIBANK, INC. (BDO Unibank) will be held at the Rigodon Ballroom, The Peninsula Manila, 11 , , Corner of Ayala and Makati Avenues, 1226 Makati City, on May 27, 201 l,'~rida~,at,2;00.o'6lock ..-r-''l. in .i : the afternoon. The Agenda for the meeting is as follows: - - . _ . -' . 1. Call to Order :,, , *.>, 2. Proof of Notice and Determination of Existence of Quorum 3. Approval of the minutes of the previous annual meeting of stockholders held on May 28,2010 4. President's Report 5. Approval and Ratification of all Actions of the Board of Directors and Management during their term of ofice 6. Election of Directors 7. Matterls for Shareholders' Approval: P Amendment to the Amended Articles of Incorporation and Amended Code of By-Laws changing the name of the corporation from Banco De Oro Unibank, Inc. to BDO Unibank, Inc. 8. Appointment of External Auditor 9. Other Matters 10. Adjournment Stockholders of record as of April 4, 201 1 are entitled to vote at the annual stockholders' meeting. Please bring any form of identification in order to facilitate registration. a-xEDMUNDO .TAN Corporate Secretary Banco De Oro BDO Corporate Center 7899 Makati Avenue Makati City 0726, Philippines Swift Code: BNORPHMM Tel +63(2) 840 7000 We find ways" ,, 1: SECURITIES AND EXCHANGE COMMISSION. , -. ; . , .. :' SEC FORM 20-1s I_ . i INFORMATION STATEMENT PURSUANT TQ ,f j ; ; OF THE SECURITIES REGULATI, ~o,j& ;..';,:":'.: !',:! Check the appropriate box: , .. .,I . ., . .. - [ ] Preliminary Information Statement [ 41Definitive Information Statement Name of Registrant as specified in its charter: BANCODE OR0 UNIBANK,INC. Country of Incorporation: PHILIPPINES SEC Identification Number: 34001 BIR Tax Identification Code: 000-708-174000 Address of principal office: BDO Corporate Center, 7899 Makati Avenue, Makati City Registrant's telephone number, including area code: (632) 631-8000/ (632) 702-6000 Date, time and place of the meeting of security holders: May 27,2011,2:00 p.m. Rigodon Ballroom, The Peninsula Manila corner of Ayala and Makati Avenues, 1226 Makati City Approximate date on which the Information Statement is first to be sent or given to security holders: May 6,2011 Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the SRC: Title of Each Class Number of Shares Common Stock, PhplO.OO par value 2,607,437,907 Are any or all of registrant'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 1of 30 A. GENERAL INFORMATION Item 1. Date, time and place of meeting of security holders (a) Date : May 27, 2011 Time : 2:00 p.m. Place : Rigodon Ballroom, The Peninsula Manila, corner of Ayala and Makati Avenues, 1226 Makati City Mailing BANCO DE ORO UNIBANK, INC. Address: Office of the Corporate Secretary 14th 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 6, 2011 Item 2. Dissenter’s 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 amendment to the articles of incorporation that 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, in case of 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, and in case of merger or consolidation, any stockholder of the Bank shall have the right to dissent and demand payment of the fair value of his shares. As provided under Section 82 of the 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 the fair value of his shares. Failure to make the demand within such period shall be deemed a waiver of the appraisal right. Within ten (10) days after demanding payment for his shares, a dissenting stockholder shall submit the certificate(s) of stock representing his 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, Corporation Code) No 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 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. 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 Page 2 of 30 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 two (2) thus chosen. The findings of the majority of 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 its books to cover such payment. Upon payment by the Bank of the agreed or awarded price, the stockholder shall forthwith transfer his shares to the Bank. No matter will be presented for shareholder approval during the Annual Shareholders’ Meeting that may occasion 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 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 election to office. (b) No director of the Bank has informed the Bank in writing that he intends to oppose any action to be taken by the Bank at the meeting. B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof (a) Voting Securities entitled to be voted at the meeting: Title of Each Class Number of Shares Number of Votes Outstanding Common Stock 2,607,437,907 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 elected Series A Preferred Shares 500,000,000 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 elected (b) Record Date Only stockholders of record in the books of the Bank as of the close of business on April 4, 2011, are entitled to vote at the 2011 Annual Shareholders’ Meeting. (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 4, 2011 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 all his Page 3 of 30 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 do not exceed the number of shares owned by him multiplied by the number of directors to be elected.