Documentary Requirements for the Amendment of Articles of Incorporation/Articles of Cooperation and By-Laws

OFFICE OF THE DEPUTY GOVERNOR FINANCIAL SUPERVISION SECTOR 058 MEMORANDUM NO. M- 2020- ___ Series of 2020 To : ALL BANKS AND NON-BANK FINANCIAL INSTITUTIONS Subject : DOCUMENTARY REQUIREMENTS FOR THE AMENDMENT OF ARTICLES OF INCORPORATION/ARTICLES OF COOPERATION AND BY-LAWS Pursuant to Appendix 124 (Guidelines on Granting of License/Authority) of the Manual of Regulations for Banks (MORB), and in line with the commitment of the Bangko Sentral ng Pilipinas (BSP) to deliver prompt and efficient service, the Annex B (List of Documentary Requirements on the Amendment of Articles of Incorporation and/or By-Laws) and Annex C (List of Documentary Requirements on the Amendment of the Articles of Cooperation and/or By-laws of Cooperative Banks) of Circular Letter No. CL-2009-042 dated 14 May 2009 are hereby amended. I. Basic documents required for the Amendment of Articles of Incorporation (AOI)/ Articles of Cooperation (AOC) and/or By-Laws (BL) (All documents to be submitted must be in two copies and original except for Securities and Exchange Commission (SEC)-certified AOI and BL, and Cooperative Development Authority (CDA)-certified AOC and BL in the case of cooperative banks. 1. Application letter signed by an authorized officer1 of the BSP supervised financial institution (BSFI). In addition to the request for the amendment, the applicant shall include in the application letter the (a) authorization in favor of the BSP giving its consent to the conduct of on-site verification of the documents and/or representations made in connection with the application; and (b) authority to debit its demand deposit account (DDA) with the BSP for the applicable fees. In case the BSFI has no DDA, the letter should state the exact date of payment of the processing fee for the preparation of the “Order of Payment2”. 2. Proposed amended AOI/AOC and/or BL; The present/original AOI/AOC and/or BL shall be copied verbatim except for the portions being amended. The amended portions must be underscored and the words “As Amended on (date of stockholders’/members’ approval of the amendment/s)” must be appended at the end of each amended article/section. There is no need to sign the document/s anew as the applicant needs only to copy the name of the original incorporators/signatories and type “SGD” before each name, including that of the Notary Public. The date of incorporation shall also be retained. 1 President, Chief Executive Officer or equivalent rank of the institution. 2 The payment shall be in a form of local check/manager’s check payable to the “Bangko Sentral ng Pilipinas” to be paid over-the-counter at the BSP’s Cash Department. A.Mabini St., Malate 1004, Manila, Philippines · (632) 8708-7701 · www.bsp.gov.ph · [email protected]

3. The present AOI/AOC and/or BL certified by the SEC or CDA in case of cooperative banks as the “faithful reproduction of the original” or the original copy of the AOI/AOC and/or BL if the Bank/Non-Bank is applying for the amendment of the AOI/AOC and/or BL for the first time; 4. Directors’/Trustees’ Certificate (suggested format is in annexes A-1 and A-2) – notarized and signed by majority of the directors/trustees and the corporate secretary, certifying: a. For the amendment of the AOI: i. that stockholders/members representing at least two-thirds (2/3) of the outstanding capital stock, and majority of the directors/trustees approved the proposed amendment(s) to the AOI in a meeting held at the principal office of the bank/non-bank or in the city or municipality where the principal office of the bank/non-bank is located; and ii. the amendment of the AOI, indicating the amended provisions. b. For the amendment of the BL: i. that stockholders/members representing at least majority of the outstanding capital stock, and majority of the directors/trustees approved the proposed amendment(s) to the BL in a meeting held at the principal office of the bank/non-bank or in the city or municipality where the principal office of the bank/non-bank is located; and ii. the amendment of the BL, indicating the amended provisions. For cooperative banks – Directors’ Certificate (suggested format is in Annexes A-3 and A-4) attesting that at least three-fourths (3/4) of all the members with voting rights present and constituting a quorum approved the proposed amendment(s) to the AOC and/or BL in a meeting held at the principal office of the bank as certified under oath by the Cooperative Secretary and majority of the Directors. 5. Notarized Secretary’s Certificate on no pending case of intra-corporate dispute (suggested format is in Annex B). II. Additional documents required for the amendment of the AOI/AOC and/or BL in the following cases: 1. Increase (Decrease) in capital stock (Application should be submitted to the SEC within six (6) months from the approval of the stockholders and directors of the corporation, unless extension is approved under justifiable reasons by the SEC) – a. Certificate of Increase (Decrease) in Capital Stock (suggested format is in Annex C, Annex C-1 for cooperative banks); b. Treasurer’s Sworn Statement (suggested format is in Annex D);

c. List of stockholders/members as of the date of the meeting approving the increase, showing the nationalities of the subscribers and their respective subscribed and paid-up capital in the existing authorized capital stock certified by the corporate secretary; d. Notarized Secretary’s Certificate attesting that non-subscribing stockholders/members have waived their pre-emptive rights; e. Notarized Bank Certification signed by the members of the bank’s board of directors/trustees (suggested format is in Annex E); and f. Subscription Contract for unpaid subscriptions (suggested format is in Annex F). 2. Change of Corporate Name Copy of the reservation slip from the SEC or from CDA for cooperative banks for the reservation of the proposed corporate name. 3. Change of Corporate Term/Extension of Cooperative Life/Term Copy of the original registration of the AOI/AOC; 4. Amendment Involving Preferred Stock of Rural Banks – a. On redeemable preferred shares – compliance with requirements under items “Ba” to “Bf” of Appendix 5 (Standard Pre-Qualification Requirements for the Grant of Banking Authorities) of the MORB; b. The Amended AOI shall incorporate the conditions in items “a(3)(a)”, “a(3)(b)”, “a(3)(c)”, and “a(3)(d)” of Section 122 – Shares of Stock of Banks (Issuance of redeemable shares: conditions; certificate and reports; sanctions) of the MORB; and c. Board Resolution for the creation of Sinking Fund (SF) and administration of the SF by other banks if the SF is more than P1.0 million. For information, guidance and implementation. CHUCHI G. FONACIER Deputy Governor Att: a/s 16 July 2020

Annex A-1 (For the Amendment of Articles of Incorporation) DIRECTORS’/TRUSTEES’ CERTIFICATE We, the Corporate Secretary and the majority of the members of the Board of Directors/Trustees of the __(Name of Bank/Non-Bank)__ do hereby certify that in a _(regular/special)_ stockholders’/members’ and board meeting held at _(place of meeting)_ on _(date of meeting)_, at least two-thirds (2/3) of all the outstanding capital stock/members of the bank/non-bank and the majority of the directors/trustees approved the amendment/s of the following article/s of the Articles of Incorporation of the _(Name of Bank/Non-Bank)_. (Please copy in capital letters the amended article/s) The amendment/s to the Article/s _(cite number of amended articles/sections)_ has/have been duly incorporated in the proposed Amended Articles of Incorporation of the _____(Name of Bank/Non-Bank)____, a true and correct copy of which is hereto attached. IN WITNESS WHEREOF, we have affixed our signature at _____________ Municipality/City, Philippines this ____ day of ______________, 20___. ______________________________ ______________________________ Director/Trustee Director/Trustee Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: ______________________________ ______________________________ Director/Trustee Director/Trustee Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: ______________________________ ______________________________ Director/Trustee Corporate Secretary Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: SUBSCRIBED AND SWORN to before me this ____ day of _____________, 20___ by the above affiants at ___________________________. Notary Public Doc No.__ Page No. __ Book No. __ Series of __

Annex A-2 (For the Amendment of By-Laws) DIRECTORS’/TRUSTEES’ CERTIFICATE We, the Corporate Secretary and the majority of the members of the Board of Directors/Trustees of the _(Name of Bank/Non-Bank)_ do hereby certify that in a _(regular/special)_ stockholders’/members’ and board meeting held at _(place of meeting)_ on _(date of meeting)_, stockholders/members representing at least majority of all the outstanding capital stock/members of the bank/non-bank and the majority of the directors/trustees approved the amendment/s of the following Article/s of the By-Laws of the _(Name of Bank/Non-Bank)_ (State the amendment/s to be made to the By-Laws) The amendment/s to the Article/s _cite number of amended articles/sections)_ has/have been duly incorporated in the proposed Amended By-Laws of the __(Name of Bank/Non-Bank)_, a true and correct copy of which is hereto attached. IN WITNESS WHEREOF, we have affixed our signature at _____________ Municipality/City, Philippines this ____ day of ___________, 20__. ______________________________ ______________________________ Director/Trustee Director/Trustee Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: ______________________________ ______________________________ Director/Trustee Director/Trustee Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: ______________________________ ______________________________ Director/Trustee Corporate Secretary Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: SUBSCRIBED AND SWORN to before me this ____ day of _____________, 20___ by the above affiants at ___________________________. Notary Public Doc No.__ Page No. __ Book No. __ Series of __

Annex A-3 (For the Amendment of Articles of Cooperation) DIRECTORS’ CERTIFICATE We, the Cooperative Secretary and the majority of the members of the Board of Directors of the __(Name of Cooperative Bank)__ do hereby certify that in a general assembly held at _(place of meeting)_ on _(date of meeting)_, at least three-fourths (3/4) of all the members with voting rights present and constituting a quorum approved the amendment/s to the following article/s of the Articles of Cooperation of the _(Name of Cooperative Bank)_. (Please copy the amended article/s in the proposed Amended Articles of Cooperation verbatim with proper underscoring) The amendment/s to the Article/s _(cite number of amended articles/sections)_ has/have been duly incorporated in the proposed Amended Articles of Cooperation of the _____(Name of Bank/Non-Bank)____, a true and correct copy of which is hereto attached. IN WITNESS WHEREOF, we have affixed our signature at _____________ Municipality/City, Philippines this ____ day of ______________, 20___. ______________________________ ______________________________ Director Director Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: ______________________________ ______________________________ Director Director Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: ______________________________ ______________________________ Director Cooperative Secretary Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: SUBSCRIBED AND SWORN to before me this ____ day of _____________, 20___ by the above affiants at ___________________________. Notary Public Doc No.__ Page No. __ Book No. __ Series of __

Annex A-4 (For the Amendment of By-Laws of Cooperative Bank) DIRECTORS’ CERTIFICATE We, the Corporate Secretary and the majority of the members of the Board of Directors of the _(Name of Cooperative Bank)_ do hereby certify that in a general assembly held at _(place of meeting)_ on _(date of meeting)_, at least three-fourths (3/4) of all the members with voting rights present and constituting a quorum approved the amendment/s to the following Article/s of the By-Laws of the _(Name of Cooperative Bank)_ (Please copy the amended article/s in the proposed Amended By-laws verbatim with proper underscoring) The amendment/s to the Article/s _(cite number of amended articles/sections)_ has/have been duly incorporated in the proposed Amended By-Laws of the __(Name of Cooperative Bank)_, a true and correct copy of which is hereto attached. IN WITNESS WHEREOF, we have affixed our signature at _____________ Municipality/City, Philippines this ____ day of ___________, 20__. ______________________________ ______________________________ Director Director Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: ______________________________ ______________________________ Director Director Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: ______________________________ ______________________________ Director Cooperative Secretary Government Issued ID: Government Issued ID: Place and Date Issued: Place and Date Issued: SUBSCRIBED AND SWORN to before me this ____ day of _____________, 20___ by the above affiants at ___________________________. Notary Public Doc No.__ Page No. __ Book No. __ Series of __

Annex B (Secretary’s Certificate on no pending case of intra-corporate dispute) Republic of the Philippines) City of ) S.S. SECRETARY’S CERTIFICATE I, _________________, of legal age, single/married, a resident of ___________________, after having been duly sworn to in accordance with law, depose and state that: 1. I am the duly elected and qualified Corporate/Cooperative Secretary of _(Name of Bank/Non-bank)_, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office at ______________________________________. 2. To the best of my knowledge, no action or proceeding has been filed or is pending before any Court involving an intra-corporate dispute and/or claim by any person or group against the Board of Directors/Trustees, individual directors/trustees and/or major officers of the Corporation/Cooperative as its duly elected and/or appointed directors/trustees or officers or vice versa. IN WITNESS WHEREOF, I have hereunto affixed my signature at _________________ Municipality/City, Philippines this _____ day of ________________, 20___. ______________________ CORPORATE/COOPERATIVE SECRETARY SUBSCRIBED AND SWORN TO before me on this ____ day of _______________ 20__ in ___________________, Philippines, affiant exhibiting to me his/her _________ issued on _____________ at _________________________. Notary Public Doc No.__ Page No. __ Book No. __ Series of __

Annex C CERTIFICATE OF INCREASE IN CAPITAL STOCK KNOW ALL MEN BY THESE PRESENTS: That, we, the undersigned, the Chairperson and the Secretary of the stockholder’s meeting and the majority members of the Board of Directors of (Name of Bank/Non-bank) do hereby certify: 1. That at the regular/special meeting of the stockholders/members and the board of directors/trustees of ______________________ held on __________________ at ________________________, at least majority of the directors/trustees and the stockholders/members representing at least two-thirds (2/3) of the outstanding capital stock, or ______________ shares, approved the increase in the bank’s/company’s authorized capital from P___________ to P_______________: 2. That the increase in the capital stock of P_________________, is composed of ___________ shares of common stock and _____________ shares of preferred stock, both with a par value of P____________, each; 3. That out of the P_____________________ representing the increase in the capital stock, the amount of P________________, has been subscribed, and the amount subscribed P________________ has been actually paid (in cash/in the form of cash/stock dividends), as follows: COMMON SHARES SUBSCRIBED Stockholder Nationality Addresses No. of Share Amount 1. P 2. 3. 4. ____________ P_________ Total Subscription COMMON SHARES PAID-UP Stockholder Nationality Addresses No. of Share Amount 1. P 2. 3. 4. ____________ P_________ Total Payment 4. That no bonded indebtedness of the corporation has been created, incurred, or increased;

Annex C 5. That the actual indebtedness of the corporation on the date of said meeting was P_______ (total liabilities including deposit liabilities); 6. The requirements of Section 37 of the Revised Corporation Code of the Philippines have been complied with. (Signature over Printed Name) (Signature over Printed Name) Director Director (Signature over Printed Name) (Signature over Printed Name) Director Director (Signature over Printed Name) (Signature over Printed Name) Director Director Countersigned by: ___________________________________ ___________________________________ Chairperson, Stockholders’ and Directors’ Secretary, Stockholders’ and Directors’ Meeting Meeting SUBSCRIBED AND SWORN TO before me on this ____ day of _______________ 20__ in ___________________, Philippines, affiant exhibiting to me his/her _________ issued on _____________ at _________________________. Notary Public Doc No.__ Page No. __ Book No. __ Series of __

Annex C-1 (For Cooperative Bank) CERTIFICATE OF INCREASE IN SHARE CAPITAL KNOW ALL MEN BY THESE PRESENTS: That, we, the undersigned, the Chairperson and the Secretary of the general assembly meeting and the majority members of the Board of Directors of (Name of Cooperative Bank) do hereby certify: 1. That at the regular/special general assembly of the members and the board of directors of the said cooperative bank held on _(date of meeting)_ at _(place of meeting)_, at least three-fourths (3/4) of all the members with voting rights and constituting a quorum approved the increase in the bank’s authorized capital from P__________ to P__________: 2. That the increase in the share capital of P__________, is composed of __________ shares of common stock and __________ shares of preferred stock, both with a par value of P__________, each; 3. That out of the P__________ representing the increase in the share capital, the amount of P__________, has been subscribed, and the amount subscribed P__________ has been actually paid (in cash/in the form of cash/stock dividends), as follows: COMMON SHARES SUBSCRIBED Subscriber Nationality Addresses No. of Share Amount 1. P 2. 3. 4. ____________ P_________ Total Subscription COMMON SHARES PAID-UP Subscriber Nationality Addresses No. of Share Amount 1. P 2. 3. 4. ____________ P_________ Total Payment 4. That no bonded indebtedness of the cooperative bank has been created, incurred, or increased;

Annex C-1 5. That the actual indebtedness of the cooperative bank on the date of said meeting was P__________ (total liabilities including deposit liabilities); 6. The requirements of Article 99 of the Philippine Cooperative Code of 2008 the Philippines have been complied with. (Signature over Printed Name) (Signature over Printed Name) Director Director (Signature over Printed Name) (Signature over Printed Name) Director Director (Signature over Printed Name) (Signature over Printed Name) Director Director Countersigned by: ___________________________________ ___________________________________ Chairperson, General Assembly and Secretary, General Assembly and Directors’ Meeting Directors’ Meeting SUBSCRIBED AND SWORN TO before me on this ____ day of _______________ 20__ in ___________________, Philippines, affiant exhibiting to me his/her _________ issued on _____________ at _________________________. Notary Public Doc No.__ Page No. __ Book No. __ Series of __

Annex D Republic of the Philippines ) City/Municipality of ) S.S Province of ) TREASURER’S SWORN STATEMENT I, _________________, Filipino, of legal age, and with residence at __________________, after having been duly sworn to in accordance with law depose and state that: 1. I am the duly elected Treasurer of _(Name of Bank/Non-bank)__ with principal business address at ___________________________ having been elected as such on the ____ day of _________________, 20____, lawfully holding office at the time of the filing of this certificate and duly authorized to receive for and in the name of the _(Name of Bank/Non-bank)_ all payments for the subscriptions to the increase in capital stock. 2. Of the P__________________ representing the increase in capital stock, the amount of P__________________ has been paid in cash/in the form of cash and that said amount was actually received by me for the benefit and credit of the ___________________/that property, the valuation of which is equal to P_________________, has been transferred to the corporation. 3. At least 25 percent of the increase in capital stock has been subscribed and the amount actually paid-up is at least 25 percent of said subscription and has been paid in actual cash to the Bank/Non-bank or that property, the valuation of which is equal to 25 percent of the subscription, has been transferred to the Bank/Non-bank. IN WITNESS WHEREOF, I have hereunto affixed my signature at _______________ Municipality/City, Philippines this ___ day of ___________, 20___. _______________________ Treasurer SUBSCRIBED AND SWORN TO before me on this ____ day of _______________ 20__ in ___________________, Philippines, affiant exhibiting to me his/her _________ issued on _____________ at _________________________. Notary Public Doc No.__ Page No. __ Book No. __ Series of __

Annex E BANK/NON-BANK CERTIFICATION On the Increase in Capital Stock of ______________ Through Capital Infusion of Cash WE, the undersigned members of the Board of Directors and the Corporate Secretary of ________________________, a corporation duly organized and existing under Philippine laws, with office address at ______________________, after having been duly sworn to in accordance with law depose and state that: 1. The Bank/Non-bank has conducted adequate due diligence review of the true identities of the parties to and sources of funds of the capital infusion; 2. The payment received for subscription were not originally disbursed to the subscribers mentioned in the attached schedules of stockholdings before and after capital increase, and payments in the form of loans and/or advances or the same was not subsequently returned to the subscribers in the form of loans and/or advances; 3. All capital infusion to the Bank/Non-bank after the approval by the stockholders of the increase in authorized capital stock is considered as deposit for future stock subscriptions; 4. The corporate authorizations and approvals of the equity investment in the Bank/Non- bank in the case of corporate investors and the stockholder’s resolution in the case of single purpose companies/individuals, were verified to be legally adequate to authorize the equity investment; 5. All documents in support of the increase in the Bank’s/Non-bank’s capital stock, such as but not limited to deposit slips, bank statements, cash receipts/disbursements logbook, official receipts, cashflow statement, loans/advances accounts are intact and shall be readily available to the examiners of any regulatory agencies for further verification/validation/examination; and 6. Should any of the foregoing representations and warranties prove to be false, the undersigned may be accorded appropriate penalty/sanction and the pertinent BSP approval issued for the increase in capital stock may be deemed revoked and the corresponding increase in capital stock may not be recognized and considered as capital by BSP. IN WITNESS WHEREOF, we have hereunto affixed our signature at _____________ Municipality/City, Philippines this ___ day of ___________, 20___. ___(Signature Over Printed Name)____ ___(Signature Over Printed Name)____ Chairman Director ___(Signature Over Printed Name)____ ___(Signature Over Printed Name)____ Director Director ___(Signature Over Printed Name)____ ___(Signature Over Printed Name)____ Director Corporate Secretary

Annex E ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES ) PROVINCE ) S.S. MUNICIPALITY OF ) SUBSCRIBED AND SWORN TO before me in ________________________ this ______ day of _____________ 20____, personally appeared the following persons: Name CTC No. Date/Place Issued Known to be the same persons who executed the foregoing instrument and they acknowledged before me that the same is their own free and voluntary deed. Notary Public Doc No.__ Page No. __ Book No. __ Series of __

Annex E I. SCHEDULE OF STOCKHOLDINGS BEFORE AND AFTER CAPITAL INCREASE Before Capital Increase Subscription to Capital After Capital Increase (Before Stockholders and Increase Directors Meeting) Name of No. of Amount Ratio No. of Amount Ratio No. of Amount Ratio Stockholders/ Shares Shares Shares Subscribers II. SCHEDULE OF PAYMENTS Name of Stockholders Date of O.R. No. Amount O.R.

Annex F SUBSCRIPTION AGREEMENT On the Increase in Capital Stock of __________________ through Capital Infusion of Cash KNOW ALL MEN BY THESE PRESENTS: Dated _______________, 20____, this Subscription Agreement (the “Agreement”) is executed by and between: _____________________, a banking corporation duly organized and existing under the laws of the Republic of the Philippines with office address at _______________________ represented by its Chairman and President, and hereinafter referred to as the “BANK” - and - ______________________, and hereinafter referred to as the “SUBSCRIBER” WITHESSETH: That – WHEREAS, the SUBSCRIBER is one of the Stockholders of the Bank; WHEREAS, the SUBSCRIBER has agreed to subscribe to the common shares of the capital stock of the BANK and the BANK has agreed to issue to the SUBSCRIBER such common shares subject to the terms and conditions hereinafter stipulated; NOW, THEREFORE, for and in consideration of the foregoing premises, the parties have agreed as follows: 1. SUBSCRIPTION TO SHARES 1.1. Upon the terms and subject to the conditions of this Agreement, the SUBSCRIBER shall subscribe to and pay the Subscription Price (as hereinafter defined) for ___________ __________ shares of the capital stock of the BANK (the “Subscribed Shares”) and the BANK shall sell, issue and deliver to the SUBSCRIBER the Subscribed Shares. 1.2. The SUBSCRIBER shall enjoy preemptive right to subscribe to all issues or disposition of shares of any class, in proportion to the respective shareholdings of the SUBSCRIBER, unless such right is denied by the articles of incorporation. 2. SUBSCRIPTION PRICE 2.1. The Subscription Price for the Subscribed Shares shall be _____________ (P_____) per share or an aggregate amount of ____________________ (P________________) (the “Subscription Price”).

Annex F 2.2. The Bank hereby confirms that the SUBSCRIBER has already remitted to the BANK as of date of this Agreement the amount of _____________________ (P________________), as its full payment of the aggregate Subscription Price referred to in Section ___ above, which amount has been booked by the BANK as the SUBSCRIBER’s deposit for future subscription and shall be applied as full payment for the Subscribed Shares at Payment Date, in accordance with Section ___ below. 2.3. The SUBSCRIBER’s payment on its subscription to the Subscribed Shares under Section ____ above shall be non-interest bearing and non-withdrawable except as set forth in Section ___ below. 3. SUBSCRIBED SHARES The Subscribed Shares shall be _____________________ of ________ shares of the BANK at a total Subscription Price of __________________ (P_________________). 4. COVENANTS OF THE PARTIES The BANK and the SUBSCRIBER respectively covenant and agree as follows: 4.1. The BANK shall cause such number of new __________ shares to be subscribed by the Stockholders identified in Annex “A” of this Agreement of their assignees, out of the increase in the authorized capital stock of the BANK under the Capital Increase, at a subscription price of _________________ (P_____) per share, which shall result in the BANK receiving aggregate proceeds of the subscriptions of not less than ________________ (P_______________) (the “New Share Issuance”). 4.2. Immediately upon the approval by SEC of the Capital Increase as provided in Section ___ above, the BANK shall cause all the shares to be subscribed out of the increase in the authorized capital stock of the BANK under the Capital Increase and the New Share Issuance, including the Subscribed Shares. 4.3. The BANK shall confirm in writing to the SUBSCRIBER, within five business days following the execution of this Agreement, the approval by its Board of Directors and its stockholders the Capital Increase and the New Share Issuance (such notice, hereinafter “Notice of Corporate Approvals”) together with a Secretary’s Certificate certifying to such approvals by its Board of Directors and its stockholders and a Certification by a senior officer of the BANK that all documents required to be filed with the Bangko Sentral ng Pilipinas (BSP) and the SEC for the application for the Capital Increase and the New Share Issuance had been duly executed and that said documents shall be filed with the BSP and the SEC within _____ business days from the approval by its stockholders of the Capital Increase and the New Share Issuance. 4.4. The Bank shall within ____ business days following the approval of its stockholders of the Capital Increase and the New Share Issuance, file with the BSP all documents required for the application for the Capital Increase and the New Share Issuance.

Annex F Within the next business day following the receipt by the BANK of the Certificate of Authority to Register the Amendments to the Articles of Incorporation of the BANK covering the said Capital Increase and New Share Issuance, the BANK shall file with the SEC all documents required for the application for the Capital Increase and New Share Issuance. 4.5. The BANK shall, upon receipt of the SEC approval of the Capital Increase and the New Share Issuance, apply the deposit for future subscription as provided in Section ____ above, as full payment of the Subscribed Shares. 4.6. The BANK shall within the first ____ days of the month following the approval by the SEC of the Capital Increase, pay the documentary stamp tax on Subscribed Shares. 4.7. For avoidance of doubt, the parties agree that the SUBSCRIBER shall be deemed to have subscribed to and paid for the Subscribed Shares only after the BANK has applied the deposit for future subscription referred to in Section ___ above as full payment of the Subscription Price for the Subscribed Shares and which payment shall be booked by the BANK simultaneously with the payment for the additional subscription for new _____ shares of the BANK in accordance with Section ____ above. 5. ADDITIONAL COVENANTS OF THE BANK AND THE SUBSCRIBER (Optional) 5.1. The BANK covenants and agrees that between the signing of this Agreement and the date that the SEC shall have approved the Capital Increase and the New Share Issuance, the BANK shall conduct its business in the ordinary course and consistent with its prior practice. The BANK shall preserve intact its business in the ordinary course and consistent with its prior practice. The BANK shall preserve intact its business organizations and its current relationships with its depositors, customers and othe persons with it has significant business relationships. Without limiting the generality of the immediately preceding covenants, the BANK shall not without the SUBSCRIBER’s prior written consent, do any of the following between the signing of this Agreement and the date that the SEC shall have approved the Capital Increase and the New Issuance, among others. 5.2. State additional covenants x x x. 6. REPRESENTATION AND WARRANTIES The BANK hereby represents and warrants to the SUBSCRIBER that: 6.1. It is a banking corporation duly organized and existing under the laws of the Republic of the Philippines and duly licensed by the Bangko Sentral ng Pilipinas to operate as a rural bank/cooperative bank. 6.2. It has the legal capacity and authority to execute and deliver this Agreement and to perform all the terms and conditions thereof to be performed by it and this Agreement constitutes a binding obligation against it enforceable according to its terms.

Annex F 6.3. The authorized capital stock of the Corporation as of date of execution of this Agreement amounts to ________________ consisting of ___________________ shares, each with a par value of __________ (P______), of which ____________ shares have been subscribed and issued. The terms and features of the common and preferred shares are as provided in its Article of Incorporations, as amended as of _____________. 6.4. On _______________ the Board of Directors of the BANK approved by the affirmative vote of majority of all the members thereof each of the aforesaid Capital Increase, New Share Issuance and Listing of Shares and on _______________, the stockholders representing at least two-thirds (2/3) of all issued and outstanding shares of the BANK approved and ratified each of such Capital Increase, New Share Issuance and Listing of Shares. 6.5. The SUBSCRIBER represents and warrants to the BANK that: 6.5.1. He has the legal capacity to execute and deliver this Agreement and to perform all the terms and conditions thereof to be performed by it; and this Agreement constitutes binding obligations on his part and enforceable according to its terms; 6.5.2. The payment for subscription were not originally sourced from the Bank either in the form of loans and/or advances or the same was nit subsequently returned by the Bank in the form of loans and/or advances; and 6.5.3. The execution, delivery, and performance by the SUBSCRIBER of this Agreement does not and will not violate in any respect any provision of, or result in breach of, or constitute a default under (i) the organizational documents of the SUBSCRIBER, or (ii) any indenture, agreement or other undertaking or instrument to which the SUBSCRIBER is a party or which is binding upon the SUBSCRIBER. 6.6. Should any of the foregoing representations and warranties prove to be false or misleading in any material respect, the adversely affected party may, by providing notice or presenting claim to the other party at any time within a period of one year from the execution of this Agreement, require such other party to cure such breach of warranty. In the event that the breach of representation or warranty is not cured, the adversely affected party may within three months from said notice or claim presentations, institute the proper proceeding to seek indemnification from such other party in the form of actual damages which indemnity shall in no case exceed the amount equivalent to _____ percent if the paid-up value of the Subscribed Shares plus all reasonable costs incurred by the said party in connection with said Subscribed Shares. Each party hereby waives any other remedy or period available under law, regulation or contract for breach of representation or warranty.

Annex F 7. TERMINATION AND WAIVER In case any of the following occurs: 7.1. Failure of the BANK to obtain the approval of the BSP and the SEC for the Capital Increase or the New Share Issuance by _________________ or as of such other date as the BANK and the SUBSCRIBER may mutually agree upon in writing, due to reasons other than attributable to the fault or negligence of the SUBSCRIBER; 7.2. A Material Adverse Effect on the BANK shall have occurred at any time prior to the date on which the BSP and SEC shall have approved the Capital Increase and the New Share Issuance; or 7.3. Failure of the BANK to perform its obligation under this Agreement; 7.4. The SUBSCRIBER shall have the option to terminate this Agreement, in which case, the BANK shall refund to the SUBSCRIBER the full amount of the Subscription Price already remitted to the BANK as of effective date of termination, without interest and the SUBSCRIBER shall have no more obligation whatsoever under this Agreement. 8. EFFECT OF TERMINATION In the event of termination of this Agreement as provided in Section ____ above, this Agreement shall forthwith become void and of no further effect and there shall be no liability on the part of either party hereto except (i) the terms and provisions of this Section ___, Sections ___ and ___, shall remain in full force and effect, and (b) that such termination shall not relieve any party from liability for any willful breach of this Agreement. IN WITNESS WHEREOF, we have hereunto affixed our signature at ____________ Municipality/City, Philippines this day of _____________, 20__. ___(Signature over Printed Name)___ ___(Signature over Printed Name)___ (Position) (Position) ___(Signature over Printed Name)___ ___(Signature over Printed Name)___ (Position) (Position) ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES ) PROVINCE ) S.S. MUNICIPALITY OF )

Annex F SUBSCRIBED AND SWORN TO before me, A Notary Public, in _________________ this ____ day of ______________ 20___, personally appeared the following persons: Name CTC No. Date/Place Issued known to be the same persons who executed the foregoing instrument and who acknowledged to me that the same is their own free and voluntary deed. WITNESS MY HAND AND NOTARIAL SEAL on the date and place first above written. Notary Public Doc No.__ Page No. __ Book No. __ Series of __