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    1 Reckoned from the election immediately following January 2, 2012.

    ACGR Questions

    A. BOARD MATTERS 1) Board of Directors

    Number of Directors per Articles of Incorporation 14

    Actual number of Directors for 2015 14

    (a) Composition of the Board Complete the table with information on the Board of Directors:

    Directors Name

    Type [Executive (ED), Non-Executive

    (NED) or Independent Director (ID)]

    If nominee, identify the

    principal

    Nominator in the last election (if ID,

    state the relationship with the nominator)

    Date first elected Date last elected (if

    ID, state the number of years served as ID)1

    Elected when (Annual /Special Meeting)

    No. of years served as director

    George SK Ty NED All EDs and NEDs are nominees of the Ty Family and related companies.

    All EDs and NEDs are nominees of the Ty Family and related companies. For the IDs, the nominators (not related to the IDs) are as follows:

    1. Jose Castillo Ang &/or Fely Ang for Francisco F. Del Rosario Jr.

    2. Kuong Ho Kian for Rex C. Drilon II

    3. Eduardo G. Yap for Robin A. King

    4. Joselito P. dela Rosa for Jesli A. Lapus

    5. Amparo R. Godinez

    March 12, 1975 April 29, 2015 April 29, 2015 (Annual Stockholders Meeting)

    40 yrs. & 1 mo.

    Arthur Ty ED April 24, 2002 April 29, 2015 13 yrs.

    Francisco C. Sebastian NED April 24, 2002 April 29, 2015 13 yrs.

    Fabian S. Dee ED September 19, 2007 April 29, 2015 7 yrs & 7 mos.

    Renato C. Valencia

    ID October 21, 1998

    3 yrs. 16 yrs. & 6 mos.

    Remedios L. Macalincag

    ID October 27, 2004 3 yrs. 10 yrs and 6 mos.

    Jesli A. Lapus ID August 18, 2010 3 yrs. 4 yrs. & 8 mos.

    Vicente B. Valdepeas, Jr.

    ID April 25, 2012 3 yrs. 3 yrs.

    Robin A. King ID April 25, 2012 3 yrs. 3 yrs.

    Rex C. Drilon II

    ID August 29, 2012 2 yrs. & 8 mos. 2 yrs. & 8 mos.

    Francisco F. Del Rosario Jr.

    ID April 15, 2013 2 yrs. 2 yrs.

    Edmund A. Go NED May 17, 2007 April 29, 2015 8 yrs.

  • ACGR2015, P, OP-CD-HBCD Page 4 of 22

    Antonio V. Viray NED for Vicente B. Valdepeas, Jr.

    6. Angelin L. Tan for Renato C. Valencia

    7. Nieves J. Katigbak for Remedios L. Macalincag

    April 27, 2005 April 29, 2015 6 yrs. & 6 mos.

    Vicente R. Cuna Jr. NED April 30, 2014 April 29, 2015 1 yr.

    ( c) How often does the Board review and approve the vision and mission?

    The Vision Mission statement (VMS) was reviewed in January 2014. The new VMS was approved by the Board in February 2015.

    5) Changes in the Board of Directors (Executive, Non-Executive and Independent Directors) (a) Resignation/Death/Removal

    Indicate any changes in the composition of the Board of Directors that happened during the period:

    Name Position Date of Cessation Reason

    None

    (b) Selection/Appointment, Re-election, Disqualification, Removal, Reinstatement and Suspension Describe the procedures for the selection/appointment, re-election, disqualification, removal, reinstatement and suspension of the members of the Board of Directors. Provide details of the processes

    adopted (including the frequency of election) and the criteria employed in each procedure:

    Any shareholder may submit nominations for directorial positions to the Nominations Committee. The independent directors are nominated by the minority shareholders. The qualifications of all nominees are then evaluated by the Nominations Committee.

    Procedure Process Adopted Criteria

    a. Selection/ Appointment

    Any shareholder may submit nominations for directorial positions to the Nominations

    Qualifications/disqualifications based on regulations and as adopted in the Banks Corporate Governance Manual (CGM).

  • ACGR2015, P, OP-CD-HBCD Page 5 of 22

    (i) Executive Directors

    Committee. The independent directors are nominated by the minority shareholders. The qualifications of all nominees are then evaluated by the Nominations Committee. Those who meet the qualifications and none of the disqualifications are included in the list of final candidates.

    (ii) Non-Executive Directors

    (iii) Independent Directors

    b. Re-appointment

    (i) Executive Directors

    (ii) Non-Executive Directors

    (iii) Independent Directors

    f. Re-instatement

    (i) Executive Directors

    (ii) Non-Executive Directors

    (iii) Independent Directors

    c. Permanent Disqualification

    (i) Executive Directors

    (ii) Non-Executive Directors

    (iii) Independent Directors

    d. Temporary Disqualification

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    (i) Executive Directors

    (ii) Non-Executive Directors

    (iii) Independent Directors

    e. Removal Per Sec. 28 of the Philippines Corporations Code, removal may be with or without cause, provided that the removal may not be used to deprive minority stockholders of the right of representation.

    (i) Executive Directors

    (ii) Non-Executive Directors

    (iii) Independent Directors

    g. Suspension

    (i) Executive Directors

    (ii) Non-Executive Directors

    (iii) Independent Directors

    Voting Result of the last Annual General Meeting:

    All nominees have been elected as directors of Metrobank. All directors received votes ranging from 1,901,899,890 (69.29%) to 1,979,089,420 (72.10%) out of 1,981,210,468 (72.18%) common shares present

    in person or by proxy. B. CODE OF BUSINESS CONDUCT & ETHICS

    1) Discuss briefly the companys policies on the following business conduct or ethics affecting directors, senior management and employees:

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    The following excerpts are included in the Banks Policy on Insider Trading, Code of Conduct for Directors, Senior Management and employees and Compliance Program:

    Business Conduct & Ethics Directors Senior Management Employees

    (i) Whistle Blower Whistle blowing Policy xxx This policy shall apply in instances when an employee deems it more prudent to report violations or offenses to another authorized unit/person within the Bank for proper handling, investigation and resolution. This policy may also apply when the matter which is brought to the attention of the immediate superior is not acted upon in accordance with the standard reporting procedures, or is concealed, or the immediate superior is himself involved in the infraction, or the reporting employee fears reprisal; thus preventing him from availing of the standard reporting procedures. Under the policy, the Bank shall maintain the identity of the reporting employee as confidential and retaliation against any reporting employee shall not be allowed. Consistent with the principles of good governance, the Chief Audit Officer reports to the Boards Audit Committee

    C. BOARD MEETINGS & ATTENDANCE

    5) Access to Information (a) How many days in advance are board papers for board of directors meetings provided to the board?

    The materials are provided, as far as practicable, within 5 banking days before the meeting.

    (b) Do board members have independent access to Management and the Corporate Secretary?

    Yes. The directors can, at any time, meet with Management and the Corporate Secretary.

    (c) State the policy of the role of the company secretary. Does such role include assisting the Chairman in preparing the board agenda, facilitating training of directors, keeping directors updated regarding any relevant statutory and regulatory changes, etc?

    The Office of the Corporate Secretary plays a significant role in supporting the Board of Directors in discharging its responsibilities. The Corporate Secretary, with the assistance of the two (2) Assistant Corporate Secretaries, develops the agenda for each meeting based on the items submitted by the various bank units, sends out notices at least three (3) weeks before the meeting date, and the materials five (5) banking days before the meeting date. The Office likewise prepares/distributes the minutes of the previous meeting and keeps full minutes of all Board and stockholder meetings. From time to time, the Office of the Corporate Secretary also communicates with the directors the relevant statutory and regulatory changes as well as schedules of relevant seminars/fora.

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    (d) Is the company secretary trained in legal, accountancy or company secretarial practices? Please explain should the answer be in the negative

    The Company Secretary holds executive positions in real estate and automotive dealership, among others. He is also an independent director of PLDT. Within the Bank, he is assisted by two (2) assistant corporate secretaries who are both practicing lawyers. He has likewise attended seminars and trainings on corporate functions and is the corporate secretary since 2002.

    D. REMUNERATION MATTERS 3) Aggregate Remuneration

    Complete the following table on the aggregate remuneration accrued during the most recent year:

    Remuneration Item* Executive Directors Non-Executive Directors (other

    than independent directors) Independent Directors

    (a) Fixed Remuneration Please see below Please see below Please see below

    (b) Variable Remuneration

    (c) Per diem Allowance

    (d) Bonuses

    (e) Stock Options and/or other financial instruments

    (f) Others (Specify)

    Total

    *Below is the table showing the compensation of directors and officers as a group as presented in the Definitive Information Statement:

    in million pesos Year Salary Bonuses Other Annual

    Compensation*

    Total for all executive officers and directors

    2015 (Estimate) 322.35M 130.10M 50.93M

    2014 271.90M 119.18M 50.58M

    2013 266.09 104.84 48.94

    *Inclusive of directors per diem and transportation allowances amounting to P31.86 million, P30.21 million and P30.08 million as of December 31, 2015, 2014, and 2013, respectively, or an average of P189,643.00, P179,851.00 and P179,048.00 per month/per director in 2015, 2014 and 2013, respectively.

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    The directors receive fees, bonuses and allowances that are already included in the amounts stated above. Aside from the said amounts, they have no other compensation plan or arrangement with the registrant. The directors receive compensation based on their banking or finance experience and their attendance in the meetings of the board and the committees where they are members or chairs of. The executive officers receive salaries, bonuses and other usual cash benefits that are also already included in the amounts stated above. Aside from the said amounts, they have no other compensation plan or arrangement with the Metrobank. None of the directors and officers holds any warrant or option related to Metrobank.

    Other Benefits*

    Executive Directors

    Non-Executive Director (other than independent directors)

    Independent Directors

    (a)Advances NA NA NA

    (b) Credit granted NA NA NA

    (c)Pension Plan/s Contributions 2.501 Million NA NA

    (d) Pension Plans, Obligations incurred

    NA NA NA

    (e)Life Insurance Premium NA NA NA

    (b) Hospitalization Plan 0.52 Million NA NA

    (c) Car Plan Bank assigned car NA NA

    (d) Others (Specify) NA NA NA

    Total 3.021 Million

    *These benefits are provided as an officer of the Bank (2014) E. BOARD COMMITTEES

    1) Number of Members, Functions and Responsibilities Provide details on the number of members of each committee, its functions, key responsibilities and the power/authority delegated to it by the Board:

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    Committee

    No. of Members

    Executive Director

    (ED)

    Non-executive Director

    (NED)

    Independent Director

    (ID)

    Non-Director Member (NDM)

    Executive (Excom) *1 ED/1 NED are Rotating Members

    2* 2* None 3

    Audit (AuditCom) None None 5 None

    Nomination (NomCom) None None 3 None

    Corporate Governance and Compensation (CGCCom)

    1 1 3 None

    Others:

    Trust Committee (TrustCom) 1 2 2 1 (Trust Officer)

    Risk Oversight (ROC) None 1 4 None

    Related Party Transaction (RPTC) None None 4 None

    Domestic Equity Investments (DEIC) 1 1 4 None

    Overseas Banking Committee (OBCom) 1 1 3 None

    Information Technology Steering Committee (ITSC) 2 3 None 1 (ITG Head)

    Anti-Money Laundering Committee (AMLACOM) 1 2 2 None

    2) Committee Members

    (a) Audit Committee (AC)

    Office Name Date of

    Appointment

    No. of Meetings

    Held

    No. of Meetings Attended

    % Length of Service in the

    Committee

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    (2014)

    Chairman (ID) Renato C. Valencia April 30, 2014 13 11 85 16 years and 2 mos.

    Vice Chairman (ID)

    Remedios L. Macalincag April 30, 2014 13 12 92 7 years 8 mos.

    Member (NED) Amelia B. Cabal* April 15, 2013 5 5 100 4 years and 11 mos.

    Member (ID) Vicente B. Valdepeas April 30, 2014 13 13 100 3 years 8 mos.

    Member (ID) Francisco F. del Rosario, Jr. April 30, 2014 13 10 77 1 year and 8 mos.

    *member until March 2014

    (d) Corporate Governance and Compensation Committee

    Office Name Date of

    Appointment

    No. of Meetings

    Held (2014)

    No. of Meetings Attended

    %

    Length of Service in the Committee

    Chairman (ID) Rex C. Drilon II April 30, 2014 7 7 100 2 years

    Vice Chairman (ID) Remedios L. Macalincag Francisco C. Sebastian*

    April 30, 2014 April 15, 2013

    7 2

    7 2

    100 100

    7 years and 10 months 7 years and 10 months

    Member (ED) Arthur Ty April 30, 2014 7 6 86 2 years and 8 months

    Member (NED) Antonio V. Viray April 30, 2014 7 7 100 3 years

    Member (ID) Francisco F. del Rosario, Jr. April 30, 2014 7 5 71 1 year and 7 months

    *member until March 2014

    G. INTERNAL AUDIT AND CONTROL (e) Progress against Plans, Issues, Findings and Examination Trends State the internal audits progress against plans, significant issues, significant findings and examination trends.

    The relationship among progress, plans, issues and findings should be viewed as an internal control review cycle which involves the following step-by-step activities:

    Preparation of an audit plan inclusive of a timeline and milestones;

    Conduct of examination based on the plan;

    Evaluation of the progress in the implementation of the plan;

    Documentation of issues and findings as a result of the examination;

    Determination of the pervasive issues and findings (examination trends) based on single year result and/or year-to-year results;

    Conduct of the foregoing procedures on a regular basis.

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    2 Issues are compliance matters that arise from adopting different interpretations.

    3 Findings are those with concrete basis under the companys policies and rules.

    Progress Against Plans CY2014 (As of December 31, 2014*): 1,034 audits exceeding plan of 1,019; 733 case investigations and 40 AML cases.

    Issues2 None, since these are resolved prior to adoption of policy.

    Findings3 84% resolution rate*

    Examination Trends Regular audits based on risk-based audit plan

    Progress Against Plans Spot audits

    * - As reported in the AuditCom meeting/s

    H. ROLE OF STAKEHOLDERS

    1) Disclose the companys policy and activities relative to the following:

    Policy Activities

    Environmentally friendly value-chain

    The Bank measures its performance not only with financial returns but also with our social objectives. Mindful of the impact that our practices may have on the environment, Metrobank is committed to sound environmental stewardship. We consistently strive to look for ways to improve our operations towards the conservation of energy, water and resources. In place are various policies on optimizing the use of paper and power shutdown of office equipment to minimize resource usage and to save on electricity costs. The Bank participates in environmental campaign which aims to empower individuals to proactively respond to the challenge of climate change beginning with small, simple steps that can be easily sustained and transformed into lifetime habit. From the top management to the rank and file personnel, Metrobankers pledged the following green acts, among others:

    Shut down & unplug (Energy Conservation) Think before printing/Pay bills online/Shop with reusable bags (Solid Waste Reduction) Walk/Bike/Join carpool (Sus tainable Mobility) Taking only what is needed (Food Waste Reduction)

    Recognizing that within each of us is the power to create change and no action is big or small when done collectively and consistently, we shall continue to actively seek ways to improve and convey to our customers, industry associates, vendors and the general public our strong

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    environmental commitment.

    Community interaction We believe we are responsible not just for our financial performance but also for the state and welfare of the larger society to which we belong. This belief we make real through our corporate social responsibility and employee volunteerism. Metrobank has comprehensive community and social responsibility programs conducted by the Metrobank Foundation and the employees through the Purple Hearts Club. Activities include donations to development and charitable organizations, endowment to projects and advocacies in education, arts, health, poverty alleviation, environment and disaster preparedness.

    3) Performance-enhancing mechanisms for employee participation.

    (b) Show data relating to health, safety and welfare of its employees.

    As of December 31, 2014, there are no recorded incidents of work related accidents or illnesses.

    (c) State the companys training and development programmes for its employees. Show the data. The Bank is guided by training certification plans per position. The training is grouped according to job-related technical programs, institutional behavioral-leadership programs, institutional behavioral-management programs, institutional-functional programs.

    Training Take-up as of December 31, 2014 and based on employees due for certification for the year 2014 :

    a) Institutional-Behavorial 84.36% b) Institutional-Functional 99.89% c) Job-Related Technical 99.40%

    On a bankwide basis, a total of 11,112 (out of 11,186 population of active employees) were able to attend at least 1 training/seminar. Average training man-days is 7 days of training.

    I. DISCLOSURE AND TRANSPARENCY

    3) Does the Annual Report disclose the following:

    Key risks Yes

    Corporate objectives Yes

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    Financial performance indicators Yes

    Non-financial performance indicators Yes

    Dividend policy Disclosed in the Definitive Information Statement submitted to SEC. Also, information on dividends declared for the year and in previous years are disclosed in the Annual Report.

    Details of whistle-blowing policy Yes

    Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/ commissioners

    Yes

    Training and/or continuing education programme attended by each director/ commissioner

    Yes

    Number of board of directors/commissioners meetings held during the year

    Yes

    Attendance details of each director/commissioner in respect of meetings held

    Yes

    Details of remuneration of the CEO and each member of the board of directors/commissioners Yes

    Should the Annual Report not disclose any of the above, please indicate the reason for the non-disclosure

    3) External Auditors fee

    Name of auditor Audit Fee Non-audit Fee

    Sycip Gorres Velayo & Co. (SGV) P27.72 MM P0.48MM

    4) Medium of Communication List down the mode/s of communication that the company is using for disseminating information. a. The Bank files disclosures and press releases to the PSE, which are then uploaded on PSE EDGE, the new reporting website of PSE; since November 2014, disclosures have also been sent to the Philippine

    Dealing and Exchange Corp. (PDEX), where Metrobank has 2 listed securities b. The Banks Investor Relations Dept. holds one-on-one meetings and conference calls and attends roadshows as requested by analysts and investors c. Media briefing before or after the Annual Stockholders Meeting d. The Integrated Marketing Services Division (IMSD) also arranges for regular (quarterly) lunch meetings with selected members of media as the need arises e. Other reports, disclosures and bank news are posted in the Banks website

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    5) Date of release of audited financial report March 2, 2015 (2014 Audited Financial Report)

    7) Disclosure of RPT Significant RPTs are disclosed in the Financial Highlights attached to the 2014 Annual Report, which include the following:

    RPT Relationship Nature Value

    Entities with significant influence Secured and unsecured receivables P0.4B

    Gain on sale of investment in associate P0.6B

    Subsidiaries Foreign currency interbank loans P1.8B

    Unsecured receivables P2.8B

    Deposit liabilities P5.2B

    Associates Deposit liabilities P1.6B

    Other related parties Secured and unsecured receivables P11.2B

    Assets held under joint operations P0.5B

    Miscellaneous assets P3.3B

    Deposit liabilities P17.4B

    Profit from assets sold P8.3B

    Key personnel Secured and unsecured receivables P62M

    J. RIGHTS OF STOCKHOLDERS 1) Right to participate effectively in and vote in Annual/Special Stockholders Meetings

    (a) Quorum

    Give details on the quorum required to convene the Annual/Special Stockholders Meeting as set forth in its By-laws

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    Quorum Required

    1. At least 2/3 of the outstanding capital stock is required for the approval of the following:

    a. Increase in the Authorized Capital Stock and Creation of Preferred Shares b. Declaration of 30% Stock Dividends

    2. Majority vote is required for the following: a. Approval of the minutes of the annual meeting of the stockholders b. Ratification of corporate acts c. Election of external auditors

    On the election of directors, nominees receiving the highest number of votes shall be declared elected following the provisions of the Corporation Code. 3. Every stockholder entitled to vote on a particular question or matter involved shall be entitled to one (1) vote for each share of stock in his name. Cumulative voting is allowed provided that the total votes cast by a stockholder shall not exceed the number of shares registered in his name as of the record date multiplied by the number of directors to be elected. Matters submitted to stockholders for ratification shall be decided by the required vote of stockholders present in person or by proxy. 4. The Bank does not solicit proxies.

    (c) Stockholders Rights Dividends

    Declaration Date Record Date Payment Date

    March 26, 2014 May 7, 2014 May 16, 2014

    January 23, 2013 March 8, 2013 April 3, 2013

    January 25, 2012 March 5, 2012 March 26, 2012

    March 25, 2011 May 16, 2011 May 23, 2011

    3. Does the company observe a minimum of 21 business days for giving out of notices to the AGM where items to be resolved by shareholders are taken up?

    a. Date of sending out notices: April 7, 2015

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    b. Date of the Annual/Special Stockholders Meeting:

    April 29, 2015

    4. State, if any, questions and answers during the Annual/Special Stockholders Meeting.

    Excerpt from the Minutes of the Annual Stockholders Meeting held on April 29, 2015:

    B. QUESTIONS AN COMMENTS FROM THE STOCKHOLDERS

    During the Meeting, stockholders were given the opportunity to be heard. The following questions and comments were raised from the floor:

    1. On the drop in Net Income from Php22.5 Billion in 2013 to Php20 Billion in 2014 this question was raised by Mr. Phillip Turner. Metrobank President Fabian S. Dee explained that in 2013, the

    Bank earned around Php15 Billion from trading gains and foreign exchange. In 2014, this was down to Php3 Billion. Focusing on the interest income which is the core source of the Banks revenue, the

    growth was 20% year-on-year. Chairman Arthur Ty added that 2013 was an extraordinary year as the Bank disposed and took profits on its investment portfolio in order to reflect higher income and

    capital in preparation for the Basel III regulations which took effect in 2014.

    2. On how the slowdown in the Japan economy will impact the Banks business with Japanese companies this is a question that was raised also by Mr. Turner. President Dee assured that the Banks

    business with Japan, driven by its dedicated Japan desk, was basically on cash management, foreign exchange and trade-related business. Exposure to Japanese names was limited and mostly

    supported by underlying trade transactions making the source of repayment certain.

    3. On how the Bank was addressing security issues related to the handling of ATM cards another question raised by Mr. Turner. President Dee replied that the Bank was moving toward the use of

    EMV technology or the new global standards in the handling of ATM, credit and debit cards. The Bank was expecting to roll this out by 2016, with full re-carding probably taking about a year and a half.

    4. On the possibility of the Bank doing another Stock Rights Offering (SRO), a question asked by Ms. Elvie Estavillo. The President replied that another SRO exercise was not likely in the immediate

    future given the CAR position and the projected growth in the next 3-4 years.

    5. On whether the Bank was already exploring the possibility of launching exchange traded funds (ETFs) based on consumer and fixed income securities indices following the strong performance of

    the First Metro ETF. The question was asked by Cecille Umali. Chairman Ty referred the query to Mr. Jojo Dispo, President of First Metro Investment Corporation (FMIC), a subsidiary of Metrobank.

    Mr. Dispo confirmed that since its launch in December 2013, return for the First Metro ETF already stood at 24%. He shared the plans to offer other variations such as the consumer based index and

    fixed income securities index. These will require approvals from both the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE). The public will be advised once the plans

    materialize.

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    6. On the appointment of SGV and Co. as external auditor for 2015, stockholder Ms. Esperanza Lopez wanted to know the audit fee charged in 2014 and the duration of the contract. The Banks

    Controller, Ms. Marilou Bartolome, replied that for 2014, SGVs audit fee amounted to Php5.07 million, exclusive of VAT and expenses. The audit contract is reviewed annually.

    7. On the timeline for the demonetization of Philippine bank notes, Mr. Turner commented that the BSP had announced that old notes may be used to transact business only until the end of 2015.

    After that, and until the end of 2016, old notes may still be exchanged at face value with financial institutions. Mr. Turner requested the Bank to apprise its employees about this development and the

    actual procedures. Chairman Ty took note of the suggestion as President Dee confirmed the banks duty to advise the public and its clients about the BSPs directive in line with the goal of protecting

    the integrity of the Philippine currency.

    8. Lastly, stockholder Eduardo Lucero wanted to make sure that the directors had actually been elected, hence, he moved for the election of the directors earlier enumerated by Nominations

    Committee Chairman Mr. Renato Valencia as well as Chairman Ty. Chairman Ty thanked Mr. Lucero for the motion.

    5. Result of Annual/Special Stockholders Meetings Resolutions

    Resolution Approving Dissenting Abstaining

    Approval of the Minutes Held on April 30, 2014 (Resolution No. 44-MBTC-SH-2015)

    69.119% 0% 3.062%

    Ratification of All Acts and Resolutions of Management, Board and Management Committees and the Board of Directors (Resolution No. 45-MBTC-SH-2015)

    69.092% 0% 3.088%

    Election of SGV & Co. as External Auditors (Resolution No. 47-MBTC-SH-2015)

    72.157% 0% 0.024%

    6. (e) Stockholders Attendance

    i. Details of Attendance in the Annual/Special Stockholders Meeting Held:

    Type of Meeting

    Names of Board

    members /

    Date of Meeting

    Voting Procedure (by poll, show of hands, etc.)

    % of SH Attending in Person

    % of SH in Proxy

    Total % of SH attendance

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    Officers present

    Annual All directors were present

    April 29, 2015 Voting was by poll based on the tally of the Stock Transfer Agent

    0.0021% 72.1784% 72.1805%

    Special NA NA NA NA NA NA

    (i) Definitive Information Statements and Management Report

    Number of Stockholders entitled to receive Definitive Information Statements and Management Report and Other Materials

    3,172 stockholders

    Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by market participants/certain beneficial owners

    April 7 to 13, 2015

    Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by stockholders

    April 7 to 13, 2015

    State whether CD format or hard copies were distributed Hard copies were distributed

    If yes, indicate whether requesting stockholders were provided hard copies

    2) Treatment of Minority Stockholders

    (a) State the companys policies with respect to the treatment of minority stockholders.

    Policies Implementation

    To abide by the requirements of the BSP, SEC and the PSE.

    Minority shareholders are represented by 7 independent directors out of a total of 14 directors. The 7 independent directors sit as Chairmen/Members of the Audit Committee, Corporate Governance and Compensation Committee, Related Party Transactions Committee (all members are independent

  • ACGR2015, P, OP-CD-HBCD Page 20 of 22

    directors), the Domestic Equity Investments Committee, the Overseas Banking Committee, the Risk Management Committee, the Trust Committee, the Executive Committee, and the Nominations Committee (all members are independent directors).

    L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES Discuss any initiative undertaken or proposed to be undertaken by the company.

    The Bank implements its Corporate Social Responsibility through the Purple Hearts Club (PHC), its employee-volunteer organization, which was established in February 2003. The following are PHCs thematic activities which are programs/projects that define the thrusts of the club and are implemented on a long-term basis as of December 31, 2014 :

    Initiative Beneficiary

    A. Education 1. Kwentong Bata Beyond Storytelling Program o Launched on August 15, 2009 with PHCs

    1st

    ever long-term partner community, Gawad Kalinga (GK) Ligaya-Escopa III, Q.C.

    o 34-Saturday program intended for pre-school-aged children of marginalized partner communities

    o Encourages values formation and reading and writing skills development through storytelling and related activities

    o Uses childrens books by Filipino authors

    2. Byaheng ABKD Tutorial Program o Launched in September 2009 with GK

    Ligaya-Escopa III o Study skills reinforcement program for

    partner communities in-school students in Grades 1 to 6 from public schools

    o Assists students primarily in Math, English, and Science subjects

    64 children - Gawad Kalinga (GK) Ligaya-Escopa III, QC 61 children - GK Hiyas ng Maynila, Sta. Ana, Manila 131 children - New Faith Family Children's Home, Cainta,

    Rizal 16 children - My Father's House, Las Pias 273 children (Total 2010-2014) 40-50 children - GK Ligaya-Escopa III, QC

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    3. Library Enrichment Program o Launched in 2010 with GK Ligaya-Escopa

    III o Nurtures a culture of reading among

    partner communities through the donation of books and reference materials, following a declared theme for the month

    o Uses springboard activities to introduce and create interest for books donated

    4. Build-A-Classroom Project o Launched on September 4, 2012 o An employee legacy project being

    implemented for 2 years in celebration of the Banks 50

    th Anniversary

    o Fund-raising effort to fund the building of 24 classrooms in 9 DepEd-priority public elementary schools across the country

    5. MEADE Immersion Program o Launched on November 10, 2012 o Plants the seed of community involvement

    and CSR awareness by having MEADE scholars, college students who are Bank employees children, join PHCs various programs

    B. Environment

    1. Youre in Green Hands Tree Planting o Launched on July 2, 2011, but with its

    roots tracing to the 1st

    PHC Volunteerism Day on May 25, 2010 celebrated with coastal clean-ups and tree planting activities

    o Reforestation efforts to contribute to environmental preservation, conducted in 13 adopted forests and 1 city beautification site,

    250 (est) children/community members - GK Ligaya-Escopa

    III, QC 110 (est) children - GK Calbayog, Mandaluyong 16 children - My Father's House, Las Pias ----------------- 377 children/adults (Total 2010-2014) Students in the 9 schools located in Navotas, Tarlac, Batangas, Camarines del Sur, Samar, Davao, North Cotabato (2 schools) and Zamboanga Qualified dependents of Bank employees 14 key cities and provinces across the nation: Luzon: Arroceros, Manila; Sta. Rosa, Laguna; Tanay, Rizal; Cavite; Tuguegarao Visayas: Bacolod, Cebu, Iloilo, Leyte Mindanao: Butuan, Cagayan de Oro, Davao, General Santos, Surigao, Zamboanga.

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    C. Others

    1. Bloodletting Activity o Launched in Head Office on July 4, 2001 o Became a bi-annual run in 2002 with the

    2nd

    hosting site located in Downtown Center, MM

    o Became a nationwide effort in September 2006, with 8 sites burgeoning to 18 sites in 2012

    2. Meme na Bunso Touch Therapy o Launched on June 28, 2008 o Provides touch therapy incorporated in

    child care activities, to abandoned and orphaned babies

    Possibly more than 12,500* Patients requiring blood from the Manila Doctors Hospital and the Philippine National Red Cross (*Based on units of blood collected from 2006-2012only)

    Around 90 babies and toddlers in the care of CRIBS Foundation, Marikina City; and 15 babies in the care of Hospicio de San Jose, Manila