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

On 29 January 2011, the Board of the Parent Bank approved the declaration of annual dividendson peso denominated preferred shares at the rate of 6.5% per annum for a total dividend of P330million. The declaration was approved by BSP on 3 March 2011 and was paid on 15 March 2011.On 27 May 2011, the Board of the Parent Bank approved the declaration of cash dividendsamounting to P1.00 per common share or a total of P2.6 billion payable to stockholders of recordas of 16 August 2011. The cash dividend declaration was approved by BSP on 23 June 2011 andwas paid on 31 August 2011.4) Recent Sales of Unregistered Securities (within 3 years)On 20 March 2009, the Bank issued P3.0 billion unsecured subordinated debt qualifying as Tier 2Capital due on 20 March 2019 with coupon interest of 7.5% per annum callable with step-up in2014 (the Series 3 Notes). This issuance was approved by the Board on 31 January 2009.The Notes represent direct, unconditional, unsecured and subordinated peso-denominatedobligations of the Parent Bank, issued in accordance with the Terms and Conditions under theMaster Note. The Notes, like other subordinated indebtedness of the Parent Bank, aresubordinated to the claims of depositors and ordinary creditors, are not a deposit, and are notguaranteed nor insured by the Parent Bank or any party related to the Parent Bank, such as itssubsidiaries and affiliates, or the PDIC, or any other person. The Notes shall not be used ascollateral for any loan made by the Parent Bank or any of its subsidiaries or affiliates. The Notescarry interest rates based on prevailing market rates, with a step-up provision if not called on thefifth year from issue date. The Parent Bank has the option to call the Notes on the fifth year,subject to prior notice to Noteholders. The Notes were used to expand the Parent Bank’sconsumer loan portfolio and to refinance an existing issue of Lower Tier 2 debt. The Notes alsoincreased and strengthened the Parent Bank’s capital base, in anticipation of continued growth inthe coming years.On 27 June 2011, the Bank issued P8.5 billion unsecured subordinated notes eligible as LowerTier 2 Capital due on 27 September 2021, callable on 2016 (the Series 4 Notes) bearing aninterest rate of 6.50% per annum, pursuant to the authority granted by the BSP to the Bank on 7April 2011 and BSP Circular No. 280 Series of 2001, as amended, and BSP Circular No. 709Series of 2011. The issuance was approved by the Board on 28 August 2010.On 7 October 2011, the Bank issued P6.5 billion unsecured subordinated notes eligible as LowerTier 2 Capital due on 7 January 2022, callable on 2016 (the Series 5 Notes) bearing an interestrate of 6.375% per annum, pursuant to the authority granted by the BSP to the Bank on 7 April2011 and BSP Circular No. 280 Series of 2001, as amended, and BSP Circular No. 709 Series of2011. The issuance was approved by the Board on 28 August 2010.SEC FORM 17-A 38