Via ODiSy March 26, 2013 PHILIPPINE STOCK EXCHANGE, INC. Tower One and Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attention: Ms. Janet A. Encarnacion Head, Disclosures Department Ms. Christina Marie C. Fortes Assistant Manager, Disclosure Department Re: Definitive Information Statement (DIS) ============================= Ladies: We transmit with this letter the Definitive Information Statement (DIS) of BDO Unibank, Inc., which we submitted yesterday, 25 March 2013 at the Securities and Exchange Commission. Thank you. Very truly yours, ELMER B. SERRANO Corporate Information Officer COVER SHEET 3 4 0 0 1 S.E.C. Registration Number B D O U N I B AN K , I N C . (Company’s Full Name) B D O C o r p o r a t e C e n t e r 7 8 9 9 M a k a t i A v e n u e M a k a t i C i t y (Business Address: No. Street/ City/ Town/ Province) Atty. Elmer B. Serrano 687.1195 Contact Person Company Telephone Number 1 2 3 1 Last Friday of May Definitive Information Month Day Month Day Statement Fiscal Year FORM TYPE Annual Meeting Secondary License Type, If Applicable C F D Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be accompanied by SEC Personnel concerned File Number Document I.D. STAMPS NOTICE OF ANNUAL MEETING OF STOCKHOLDERS DEFINITIVE INFORMATION STATEMENT A. GENERAL INFORMATION Item 1. Date, Time and Place of Meeting of Security Holders (a) Date : April 19, 2013, Friday Time : 2:00 p.m. Place : Rizal Ballroom AB, Second Floor Makati Shangri-la Hotel Ayala Avenue, Makati City Mailing BDO 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: March 26, 2013 Item 2. Rights of Shareholders; Dissenter’s Right of Appraisal 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 provides that all shares of each class should carry the same rights, and any changes in the voting rights shall be approved by them. 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 81 of the 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) amendment to the articles of incorporation that has the effect of changing or restricting the rights of any stockholder or class of shares; (2) amendment to the articles of incorporation that has the effect of authorizing preferences in any respect superior to those of outstanding shares of any class; (3) amendment to the articles of incorporation that either extends or shortens the term of corporate existence; (4) 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; or (5) in case of merger or consolidation. 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. 2 (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 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 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 Common Shares 3,580,875,328 One (1) vote per share except in the election of directors where one share Series A Preferred Shares 515,000,000 is entitled to as many votes as there are directors to be elected. Total 4,095,875,328 3 (b) Record date Only stockholders of record in the books of BDO as of the close of business on March 8, 2013 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 Series A Preferred Shares (each, a “Voting Share”) as of March 8, 2013 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 vote in person or by proxy. If he will vote through a proxy, BDO’s By-Laws require the submission of a proxy form to the Corporate Secretary no later than 5:30 p.m. on April 4, 2013 at the Office of the Corporate Secretary, 14th Floor, North Tower, BDO Corporate Center, 7899 Makati Avenue, Makati City. 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 April 10, 2013, 3:00 p.m., at the Office of the Corporate Secretary, 14th 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 March 8, 2013, the following are known to BDO to be directly or indirectly the record and/or beneficial owners of more than 5% of BDO’s voting securities: Title of Class Name, address of Name of Beneficial Citizenship No. of Shares Percent record owner and Owner and Held relationship with BDO Relationship with Record Owner Common SM Investments Corp. 10th Floor One E-Com record and beneficial Filipino 1,463,657,368 40.87% Center, Harbour Drive, (affiliate and majority Mall of Asia Complex, shareholder) CBP-I-A, Pasay City Common PCD Nominee Corp. (Non-Filipino) Foreign 1,163,976,737 32.51% 37th Floor Enterprise various shareholders Center, Ayala Avenue, Makati City Common PCD Nominee Corp. (Filipino) Filipino 315,694,515 8.82% 37th Floor Enterprise various shareholders Center, Ayala Avenue, Makati City 4 Title of Class Name, address of Name of Beneficial Citizenship No.