CITICORP FINANCIAL SERVICES AND INSURANCE

BROKERAGE PHILIPPINES, INC.

NOTICE OF ANNUAL SHAREHOLDERS MEETING
To:

Citibank Overseas Investment Corp.

c/o Mylannie S. Minog, Tel. No. 653 483 274
Ben Thomas, Email Address: benthomas@gmail.com
Edgardo Joaquin, Email Address:
joaquinedgardo@yahoo.com
Anthony Joaquin, Email Address:
joaquinanthony@gmail.com
c/o Leilani Ponard, Tel. No.: 653 859 264

We would like to inform you that the annual meeting of the

shareholders of Citicorp Financial Services and Insurance Brokerage
Philippines, Inc. has been re-scheduled to 11th day of June 2016 at
11:00 am at the CBM Boardroom, 16th Floor Citibank Square, No. 1
Eastwood Avenue, Barangay Bagumbayan, Queszon City, Philippines.
The agenda for the meeting shall be as follows:
I. Call to Order
II. Certification of Notice and Determination of Quorum
III. Approval of the Minutes of the Annual Shareholders
Meeting held on April 25, 2015
IV. Presentation and Approval of the Audited Financial Statements
as of December 31, 2015
V. Ratification of the Acts of the Board of Directors and
Management for 2015-2016
VI. Election of Members of the Board of Directors
VII. Appointment of External Auditor
VIII. Other Matters
IX. Adjournment
The Shareholders may vote on matters to be presented either in
person or by proxy. Notarized proxies shall be in writing and shall be
filed at any time before the meeting with the undersigned Corporate
Secretary at his office at Suite 2401 The Orient Square, F. Ortigas
Road, Ortigas Center, Pasig City, Philippines, via email
citibankortigas@gmail.com.

The annual organizational meeting of the newly-elected directors

shall immediately follow upon the adjournment of the annual
shareholders meeting.
Signed this 7th day of May 2016 at Pasig City.

MARCOS C. VERGARA
Corporate Secretary

PROXY
The undersigned stockholders of CITICORP FINANCIA
SERVICES AND INSURACE BROKERAGE PHILIPPINES, INC. does
hereby constitute and appoint;
Mr. Brix Paul Chaguile
Or in case of his non-attendance
Ms. Annie Benong
as proxy to represent the undersigned and to vote on behalf of the
undersigned on all matters that may properly come before the
shareholders of the Corporation at the annual meeting of the
shareholders of the Corporation to be held on June 11, 2016 or any
adjournments thereof.
This proxy shall be effective only for the annual meeting of the
shareholders of the Corporation to be held on June 11, 2016, or any
adjournments thereof, unless earlier withdrawn by the undersigned
through written notice filed with the Corporate Secretary or Assistant
Corporate Secretary of the Corporation. This proxy shall not be valid for
meeting where the undersigned personally registers and attends the
meeting.
SIGNED THIS PROXY this 7th day of May,, 2016 at Pasig City.
CHRISTINE JOY PRESTOZA
Stockholder
Baguio City, Philippines
SUBSCRIBED AND SWORN to before me this 7th day of May at
Pasig City, affiant exhibited to me his valid identification No. 3857965
Doc. No._________
Page No. ________
Book. No. ________
Series of 2016

MINUTES OF THE ANNUAL MEETING OF

STOCKHOLDERS
BANK OF THE PHILIPPINE ISLANDS
Ayala Avenue corner Paseo de Roxas Makati City,
Metro Manila
08 April 2015
(To be submitted for approval of the stockholders at the 2016
Annual Meeting)
The Annual Meeting of Stockholders of the Bank of the Philippine
Islands (BPI or the Bank) was held at the Ballroom 2, Fairmont
Makati, 1 Raffles Drive, Makati Avenue, Makati City on 08 April
2015 at 9:00 in the morning, in accordance with Article IV
(Stockholders Meetings) of BPIs Amended By-Laws.
Call to Order
The Chairman of the Board of Directors, Mr. Jaime Augusto Zobel
de Ayala, (the Chairman) presided over and called the
meeting to order at 9:00
A.M. The Corporate Secretary, Mr. Carlos B. Aquino
(the
Corporate Secretary), recorded the minutes of the meeting.
Notice of Meeting and Quorum
The Corporate Secretary reported to the Chairman and
informed the assembly that in accordance with the
requirements of the Corporation Code of the Philippines and
the Amended By-Laws of BPI, written notice of the time, date,
place and purpose of the annual meeting was sent to all
stockholders of BPI entitled to notice and to vote, and the
same was published in the 18 March 2015 and 01 April 2015
issues of the Philippine Daily Inquirer, a newspaper of general
circulation in the Philippines.
The Chairman then asked if there was a quorum at the
meeting to transact all the items in the agenda. The Corporate
Secretary reported to the Chairman and announced to the
assembly that there were present at the meeting, in person
and by proxy, stockholders owning/representing 72.12% of the
total issued and outstanding common shares of the capital
stock of BPI entitled to vote and be voted at the meeting.
Thereupon, the
Chairman declared that a quorum was
present and that the meeting was duly convened.

The following members of the Board of Directors of BPI were

likewise present at the meeting:
Mr. Jaime Augusto Zobel de Ayala
Chairman of the
Board of Directors and Executive Committee,
Mr. Fernando Zobel de Ayala Chairman of the Personnel
and Compensation Committee,
Mr. Cezar P. Consing - President and Chairman of the Credit
Committee,
Ms. Vivian Que Azcona,
Mr. Romeo L. Bernardo - Chairman of the Nomination
Committee,
Mr. Octavio V. Espiritu Chairman of the Risk Management
Committee,
Ms. Rebecca G. Fernando,
Mr. Xavier P. Loinaz - Chairman of the Audit Committee,
Mr. Aurelio R. Montinola III,

page 2

Ms. Mercedita S. Nolledo - Chairman of the Trust Committee

and Retirement and Pension Committee,
Chief Justice Artemio V. Panganiban - Chairman of the
Corporate Governance Committee,
Mr. Antonio Jose U. Periquet,
Mr. Oscar S. Reyes,
Dr. Astrid S. Tuminez, and
Ms. Dolores B. Yuvienco.
Rules of Conduct and Procedures
Before proceeding, the Chairman asked the stockholders to
please first identify themselves as they are recognized by the
Chair and that the remarks be restricted to the item of the
agenda under consideration. The Chairman then requested
the Corporate Secretary to discuss the voting procedures for
the meeting.
The Corporate Secretary explained that stockholders may opt
for manual voting or online voting. For manual voting, each
stockholder had been given a ballot to enable him to vote in
writing. For online voting, there are stations outside the
ballroom where stockholders may cast their votes online. Both
the ballot and the website platform state the proposed
resolutions for consideration by the stockholders.
The Corporate Secretary further said that the stockholders act
by affirmative vote of stockholders representing at least a
majority of the outstanding and voting capital stock present at
the meeting. He added that each outstanding share would
entitle the stockholder to one vote, except in the election of
directors where the stockholders may cumulate their votes.
Approval of Minutes of Annual Stockholders Meeting on 10 April
2014
The Chairman announced that the next order of business was
the approval of the minutes of the annual meeting of
stockholders held on 10 April 2014, copies of which were
distributed to the stockholders and proxies who were present
at the meeting and electronic copy was available on the
website of the Bank.
On motion duly made and seconded, it was RESOLVED, That the minutes of the annual meeting of
stockholders of the Bank of the Philippine Islands held on 10
April 2014, be, and are hereby, approved as recorded.

page 3

Of the total number of shares present and entitled to vote and

be voted at the meeting, 99.67% voted in favor of this
proposal, 0.08% voted against and 0.25% abstained from
voting.
Annual Report and the Banks Statement of Condition as of 31
December 2014
The next item in the agenda was the Annual Report on the
operations and other activities of BPI and its subsidiaries
during the year 2014, copies of

page 4

which were also distributed to the stockholders and proxies

present, inclusive of the Statements of Condition of BPI for
the years ended 31 December 2014 and 2013, as
incorporated in the said Annual Report.
At this juncture, the Chairman read to the body his message
to the stockholders.
The Chairman then called on the President for his report to
the shareholders.
Thereupon, on motion duly made and seconded, the
stockholders approved the Annual Report and the 2014
Audited Financial Statements to wit:
RESOLVED, that the Annual Report of the Bank and the
2014 Audited Financial Statements incorporated in the said
Annual Report be, and are hereby approved.
Of the total number of shares present and entitled to vote and
be voted at the meeting, 99.64% voted in favor of this
proposal, 0.08% voted against and 0.28% abstained from
voting.
Approval and Confirmation of All Acts during the Past Year of the
Board of Directors, Committees and Officers
The next item on the agenda was the approval and
confirmation of all acts taken up by the Board of Directors, all
Committees and Officers of BPI during the past year up to the
date of this annual stockholders meeting. Upon request of
the Chairman, the Corporate Secretary explained to the
stockholders the nature of the acts and resolutions approved
by the Bank in the regular course of its business. The
Corporate Secretary said that these acts include among
others approval of loans, credits, contracts, housekeeping
matters done to promote the interest and business of the
Bank.
Thereupon on motion duly made and seconded, the
stockholders adopted and approved the following resolution:
RESOLVED, That all acts, proceedings and resolutions of
the Board of Directors (Board), Executive Committee, Audit
Committee, Trust Committee, Nomination Committee,
Personnel and Compensation Committee, Risk Management
Committee, Corporate Governance Committee, all other
Board and Management Committees heretofore taken and
adopted at their various meetings held during the past year up
to the date of this annual stockholders meeting and as
recorded in the minutes of their respective meetings, and all
acts of the Officers and Management of the Bank of the

page 5

Philippine Islands (BPI) during the past year up to the date of

this meeting in carrying out and promoting the interests and
business of BPI be, and the same are hereby approved,
ratified and confirmed. These will include among others, acts
of approval of loans, credits, contracts, and other acts which
have been covered by disclosures to the Philippine Stock
Exchange and the Securities and Exchange Commission.
Also included are

page 6

resolutions involving housekeeping matters such as

authorized signatories, bank related transactions, adoption
and/or amendment of manual of operations and charters of
various committees and By-Laws of the Bank, and CAPEX.
Of the total number of shares present and entitled to vote and
be voted at the meeting, 99.63% voted in favor of this
proposal, 0.08% voted against and 0.29% abstained from
voting.
Election of 15 Members of the Board of Directors
The next item in the agenda was the election of fifteen (15)
members of the Board of Directors for the ensuing year.
At the request of the Chairman, Mr. Romeo L. Bernardo,
Chairman of the Nomination Committee reported that as
approved by the Nomination Committee of BPI and
subsequently confirmed by the Board of Directors, the
following were nominated for election/re-election as members
of the Board of Directors of BPI for the year 2015-2016 and
until their successors are duly elected and qualified:
Mr. Jaime Augusto Zobel de Ayala
Mr. Fernando Zobel de Ayala
Mr. Cezar P. Consing
Ms. Vivian Que Azcona,
Mr. Romeo L. Bernardo
Mr. Octavio V. Espiritu
Ms. Rebecca G. Fernando,
Mr. Xavier P. Loinaz
Mr. Aurelio R. Montinola III
Ms. Mercedita S. Nolledo
Chief Justice Artemio V. Panganiban
Mr. Antonio Jose U. Periquet
Mr. Oscar S. Reyes
Dr. Astrid S. Tuminez
Ms. Dolores B. Yuvienco.
Mr. Bernardo further reported that there were only fifteen (15)
nominees for the 15 Board seats to be filled up. All the
nominees had been evaluated and approved by the
Nomination Committee of BPI in a meeting called for that
purpose which approval was subsequently confirmed by the
Board of Directors. The Nomination Committee concluded that
the 15 nominees were qualified to serve as directors of the
Bank. All nominees have given their consent to the
nomination.
Of the above-named nominees, seven (7) were nominated
and elected as Independent Directors namely: Messrs.
Romeo L. Bernardo, Octavio V. Espiritu, Xavier P. Loinaz,

page 7

Artemio V. Panganiban, Antonio Jose U. Periquet, Oscar S.

Reyes and Dr. Astrid S. Tuminez.
Thereafter on motion duly made and seconded, the
stockholders adopted the following resolution:
Resolved that there being only 15 nominees for the 15 Board
seats, votes be cast in favor of the said

page 8

nominees and that they be declared elected as members of

the Board of Directors of BPI for the year 2015-2016 and until
their successors are duly elected and qualified.

The votes received by the nominees were as follows:

Election of 15 Members of the Voted in
Board
Favor
Jaime Augusto Zobel de
98.77%
Ayala
Fernando Zobel de Ayala 98.77%

Voted
Against
1.02%

Abstaine
d
0.21%

1.02%

0.21%

Cezar P. Consing

98.72%

1.07%

0.21%

Vivian Que Azcona

98.77%

1.02%

0.21%

Romeo L. Bernardo

98.77%

1.02%

0.21%

Octavio V. Espiritu

98.77%

1.02%

0.21%

Rebecca G. Fernando

98.78%

1.01%

0.21%

Xavier P. Loinaz

98.77%

1.02%

0.21%

Aurelio R. Montinola III

98.77%

1.02%

0.21%

Mercedita S. Nolledo

98.78%

1.01%

0.21%

Artemio V. Panganiban

98.77%

1.02%

0.21%

Antonio Jose U. Periquet

98.78%

1.01%

0.21%

Oscar S. Reyes

98.78%

1.01%

0.21%

Astrid S. Tuminez

98.78%

1.01%

0.21%

Dolores B. Yuvienco

98.77%

1.02%

0.21%

Re-Engagement of Isla Lipana & Co. as External Auditors of BPI for

Year 2015 and Fixing of Their Remuneration
The next item in the agenda was the election of BPIs External
Auditors.

page 9

At the request of the Chairman, Mr. Xavier P. Loinaz,

Chairman of the Audit Committee, reported to the
stockholders that at the meeting of the Board of Directors of
BPI on 18 March 2015, the Board, upon recommendation
of the Audit Committee, approved and recommended to the
stockholders for their approval, the re-engagement of Isla
Lipana & Co. as the External Auditors of BPI and its major
subsidiaries and affiliates for the year 2015 for a fee of
12.1Million.
Thereupon, on motion duly made and seconded, the
stockholders adopted the following resolution:
Resolved that the re-engagement of Isla Lipana & Co. as the
External Auditors of BPI and its major subsidiaries and
affiliates for the current fiscal year for a fee of 12.1Million
be, and is hereby, approved.
Of the total number of shares present and entitled to vote and
be voted at the meeting, 99.35% voted in favor of this
proposal, 0.40% voted against and 0.25% abstained from
voting.
Other Matters
The Chairman then opened
the stockholders.

the floor to

questions from

Adjournment
There being no other comments or questions from the
stockholders and no other matters to discuss, the meeting
was, on motion duly made and seconded, adjourned at 10:15
A.M.
CARLOS B. AQUINO
Corporate Secretary and Secretary of the Meeting

ATTESTED BY:

JAIME AUGUSTO ZOBEL DE AYALA

Chairman of the Board and Chairman of the Meeting

page
10