Via ODiSy March 22, 2012 PHILIPPINE STOCK EXCHANGE ... - BDO

- 106 -annum of the par value. Subsequently, on September 30, 2008, the Parent Bank issued500,000,000 preferred shares at P10 per share or a total value of P5,000.19.04 Issuance of Global Depositary Receipts by PrimebridgeOn various dates in 2006, Primebridge Holdings, Inc. (Primebridge), a stockholderowning 22.1% of the Parent Bank’s total outstanding shares as of December 31, 2005,offered and sold in aggregate 9,399,700 global depositary receipts (GDRs) with eachGDR representing 20 shares of the Parent Bank’s common stock.The GDRs constitute an offering in the United States only to qualified institutionalbuyers in reliance on Rule 144A under the US Securities Act of 1993 (the Securities Act)and an offering outside the United States in reliance on Regulation under the SecuritiesAct. The offered price for each GDR was US$12.70 on January 25, 2006 and February14, 2006; and US$14.55 on May 15, 2006. The GDRs are listed and are being traded atthe London Stock Exchange.As part of the offering, Primebridge, while remaining as the registered holder of theBDO Unibank Group shares underlying the GDRs, transferred all rights and interestsin the Bank’s shares underlying the GDRs to the depository on behalf of the holders ofthe GDRs and the latter are entitled to receive dividends paid on the shares. However,GDR holders have no voting rights or other direct rights of a shareholder with respectto the Parent Bank’s shares.As of December 31, 2006, 4,724,214 GDRs issued, covering shares originally held byPrimebridge, were converted into 94,484,280 shares of the Parent Bank. As ofDecember 31, 2011 and 2010, 9,600 GDRs equivalent to 192,000 shares of the ParentBank remained unconverted.19.05 Reclassification of Authorized Capital StockOn April 25, 2009 and May 29, 2009, the BOD and stockholders approved thereclassification in the Parent Bank’s authorized capital stock of 1,000,000,000 unissuedcommon shares into 1,000,000,000 Series A preferred shares without affecting thefeatures of unissued shares of the Parent Bank, both common and preferred, andwithout modifying the rights of current stockholders. On March 8, 2010, the SECapproved the Parent Bank's Amended Articles of Incorporation to implement thereclassification.19.06 Surplus FreeOn May 27, 2011, the BOD of the Parent Bank approved the declaration of annual cashdividends amounting to P1.00 per common share or a total of P2,607 payable tostockholders of record as of August 16, 2011. The cash dividends were approved bythe BSP on June 23, 2011 and were paid to the stockholders on August 26, 2011.On January 29, 2011, the BOD of the Parent Bank approved the declaration of annualdividends on peso denominated preferred shares at the rate of 6.5% per annum for atotal dividend of P330. The declaration was approved by BSP on March 3, 2011 andwas paid on March 15, 2011.