Documentary Requirements for Various Applications/ Requests of Banks/NBFIs

Ban. Sentral ng Pi hinas

OFFICE OF THE DEPUTY GOVERNOR SUPERVISION AND EXAMINATION SECTOR

CIRCULAR LETTER NO. CL - 2009 - 042

To ALL BANKS AND NON-BANK FINANCIAL INSTITUTIONS

Subject Documentary Requirements for Various Applications/ Requests of Banks/NBFIs

To assist the Banks/NBFIs in the submission of their applications/requests to the Central Applications and Licensing Group, Supervision and Examination Sector (CALG-SES), we are providing the attached lists of documentary requirements by nature of application/request, as follows:

Annex A - Acceptance/Creation of Demand Deposit/Now Accounts: Annex B - Annex C - Amendment of the Articles of Cooperation and/or By-Laws of Amendment of the Articles of Incorporation and/or By-Laws of Banks/Non-Banks;

Annex F - Annex E - Annex D - Annex G - Annex H - Authority to Operate an (Expanded) Foreign Currency Deposit Authority to Engage in Quasi-Banking Functions: Cooperative Banks Authority to Accept Government Deposits: Unit; Authority to Solicit and Accept Deposits Outside Bank Premises; Clearance to Remit Foreign Bank Branch Profit

Annex J - Annex K - Annex N - Annex P - Annex M - Annex O - Annex L Annex I - Equity Investment in Altied and Non-Allied Undertakings (except Declaration of Dividends (Cash and/or Stock): Establishment of Banking Offices Abroad; Establishment of a Branch in the Philippines: Philippines; Establishment of an Offshore Banking Unit (OBU) in the Philippines; Establishment of a Representative Office of a Foreign Bank in the Philippines; Cross-selling of Certain Financial Products: Establishment of an Other Banking Office (OBO) in the

equity investment of a bank in another bank): Annex Q - Extension of Time to Open a BSP-Approved Branch/Other Banking Office (OBO); Annex R - Head Office Transfer/Relocation/Conversion;

Pananalaping Matatag, Bansang Panatag

A. Mabini St., Malate 1004, Manila, Philippines Trunkline (632) 524-70-11 URL:www.bsp.gov.ph * e-mail: [email protected]

Page 2 of 2

Annex S - Annex U - Annex T - Insourcing of Other Banking Functions; Notification of Availment/Pretermination of the Currency Rate Issuance of Long-Term Negotiable Certificates of Time Deposit;

Annex V - Outsourcing of Certain Banking Functions (except for IT-related Risk Protection Program (CRPP);

Annex AA - Voluntary Ciosure of a Branch/Other Banking Office (OBO). Annex W - Annex X - Annex Y - Annex Z - Purchase of an Operating Branch/Other Banking Office in the Sale of a Branch/Other Banking Office in the Philippines; and Philippines; services): Redemption of Preferred Shares; Redenomination of FDCU Loan/ROPA to Peso;

www.bsp.gov.ph/regulations/guidelines.asp. non-bank financial institutions, the guidelines/procedures as well as the forms may In the case of applications for establishment of new banks and be downfoaded from the BSP Website at

that only applications/requests of Banks/NBFIs supported with complete documents will be accepted for processing. Bank is therefore reminded that the CALG-SES is reiterating its policy

days from receipt thereof by the CALG-SES but without prejudice to CALG-SES with incomplete documents will be returned within five (5) banking re-application once the documentary requirements are completed/complied to submit additional documents/information which it may later on consider with. However, in certain cases, CALG SES will be requiring the Bank/NBFI Thus, an application/request of a Bank/NBFI submitted to the

relevant to complete its evaluation of the application/request.

self-addressed envelopes to facilitate CALG-SEs the return of applications with incomplete documentary reguirements. Applicant banks located outside Metro Manila are requested to provide

For information and guidance.

C &8s Nestor a. e$penillaOJr Deputy Governor

L Ma: 2009

Annex A

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

ACCEPTANCE/CREATION OF DEMAND DEPOSIT/NOW ACCOUNTS LIST OF DOCUMENTARY REQUIREMENTS

1 Application letter signed by an authorized officer of the Bank;

2. Certified true copy of the resolution of the Bank's board of directors approving the application for authority to accept demand deposits;

3. Certification/undertaking signed by the president or the executive vice the following: president that the Bank has complied or will comply, as the case maybe, with

a Minimum capital requirement under Subsections X106.1 and X106.2 of

bank/cooperative bank, it must have net assets of at least P5.0 million; the Manual of Regulations for Banks (MORB): but in the case of rural and

b Standard Pre-qualification Requirements for the Grant of Banking Authorities enumerated in Appendix 5 of the MORB (please enumerate all pre-qualification requirements).

4 Biodata of the officer/s in-charge and bank personnel who will handle the

foowig: authority applied for using the BsP prescribed form, with information on the

a Officer-In-Charge -- a certification from previous bank employer of his

position, duties and responsibilities in said bank and the corresponding term or duration of assumption of duty; and

b Bank personnel -- the list of trainings/seminars on demand deposit

operations attended and photocopies of the certificates of attendance thereof.

5 Certification from the Philippine Deposit Insurance Corporation that the Bank is a member in good standing as of date of application.

SUPERVISION AND EXAMINATION SECTOR Annex B Page I of 3

CENTRAL APPLICATIONS AND LICENSING GROUP

LIST OF DOCUMENTARY REQUIREMENTS AMENDMENT OF THE ARTICLES OF INCORPORATION

AND/OR BY-LAWS OF BANKS/NON-BANKS

BASIC DOCUMENTS REQUIRED FOR THE AMENDMENT OF THE ARTICLES OF INCORPORATION (AOI) AND/OR BY-LAWS (BL) (Each document to be submitted in 4 copies [all-original] except for SEC-certified AOI and/or BL which shall be submitted in 2 copies each document)

1. Application letter signed by an authorized officer of the Bank/Non-Bank; 2 Proposed amended AOI and/or BL;

The present/original AOl and/or BL should be copied verbatim except for the portions being amended. Underscore only the amended portions and type "As Amended on [date of stockholders' approval of the amendment(s)" at

incorporators/signatories and type "sGD" before each name, including that the end of each amended article/section. There is no need to sign the document/s anew. Just copy the name of the original

of the Notary Public. Retain date of incorporation. 3 The present AOI and/or BL certified by the Securities and Exchange Commission (SEC) as the "faithful reproduction of the originai" or the Original copy of the AOI and/or BL if the Bank/Non-Bank is applying for amendment of the AOl/BL for the first time; 4 General Information Sheet as :of the date of meeting when the

amendment(s) was/were approved (Template is downloadable from the SEC website, i.e., www.sec.gov.ph); 5 List of Stockholders and their stockholdings as of date of meeting; 6. Directors' Certificate (Templates in Annexes B-1 and B-2);

a Directors' Certificate for the amendment of the AQl attesting that:

I I. Stockholders representing at least.two-thirds_(2/3) of the majority of the directors, outstanding capital stock; and

approved the proposed amendment(s) to the AOI in a meeting held at the principal office of the Bank/Non-Bank. b Directors' Certificate for the amendment of the BL attesting that:

Stockholders representing at least majority of the outstanding

i majority of the directors. capital stock; and

approved the proposed amendment(s) to the Bl in a meeting held at the principal office of the Bank/Non-Bank.

I Minutes of the Stockholders' and/or Directors' meeting or excerpts thereof:

a. For the amendment of the Aol -

I It should indicate the date and place. of meeting and the

stockholders/directors present or absent in the meeting and their respective stockholdings:

Annex B Page 2 of 3

The minutes must show that stockholders representing at least two-thirds (2/3) of the outstanding capital stock and) maiority of the directors voted for the proposed amendment(s) and must also state in detail the amendment(s) applied for; and This document shall be certified as correct_by the Corporate Secretary of the meeting. attested to by the President/Chairman of the directors' and stockholders' meetings and signed by_at least a maiority of the directors. b For the amendment' of the BL -

I It should indicate the date and...place _of the _meeting and stockholders/directors present or absent in the meeting and their

respective stockholdings. H directors voted for the proposed amendment(s) and must also majority of the outstanding capital stock: and majority of the state in detail the amendment(s) applied for. The minutes must show that stockholders representing at least

This document is to be certified as_correct by the Corporate

of the directors' and stockholders' meeting and signed by at Secretary of the meeting attested to by the President/Chairman least a maiority of the directors.

fI. Additionat Documents Required for the Amendment of the AOI and/or BL in the Following Cases: (Each document to be submitted in 4 copies [all originall)

Increase in capital stock - a. Certificate of Increase in Capital Stock (Template in Annex B-3); b Treasurer's Sworn Statement (Template is downloadable from the BSP

website, www.bsp.gov.ph, specifically Circular Letter 2007-036); C. Schedule of Stockholdings Before and After Subscription (Template is downloadable from the Bsp website, www.bsp.gov.ph, specifically

Circular Letter 2007-036); d Waiver of Pre-emptive Rights executed by the stockholders who have

waived their pre-emptive rights to subscribe to the capital increase, or Secretary's Certificate (Template in Annex B-4) executed by the Corporate Secretary, upon authority granted by the board/stockholders, when the following circumstances are present:

Where there are stockholders who have failed to exercise their pre-emptive rights to subscribe to the capital increase within a reasonable period of time despite due notice. Reasonable time is determined by the presence of attendant circumstance(s); and I. When there are stockholders whose proportionate equity interests were reduced as a result of the subscriptions to the

capital increase

Required for RBs/Coop Banks oniy Annex B Page 3 of 3

e. Notarized Bank Certification signed by the members of the Bank's

Board of Directors (Template is downloadable from the BSP website, www.bsp.gov.ph, specifically Circular Letter 2007-036);

I Subscription Contract for unpaid subscriptions (Template is downloadable from the BSp website, www.bsp.gov.ph, specifically Circular Letter 2007-036): g Scheduie of payments (Template is downloadable from the BSP website, www.bsp.gov.ph, specifically Circular Letter 2007-036): and h. Copy of accounting tickets and official receipts evidencing the payment

to the subscription.

2. Change of Corporate Name :

Copy of the reservation slip from the Securities and Exchange Commission (SEC) for the reservation of the proposed corporate name.

3 Extension of Corporate Term -- (The application should be submitted at least six (6] months prior to the expiry of the corporate life/term)

Copy of the original registration of the AOl.

4 Change in Address/Place of Principal Office/Transfer of Head Office -

Copy of the ietter from the BSP relaying the approval of the transfer/relocation of its Head Office.

5 Redemption of Preferred Shares of Stock Held by LBP or DBP and/or

Conversion into Common Stock -

2 Copy of the letter from BSP relaying the approval of the redemption; b. to private shareholders, duly signed by the president, the corporate Certificate that all the preferred shares have been sold and transferred

secretary, and a majority of the board of directors;

C Schedule of Stockholdings before and after redemption and/or

conversion (Template in Annex B-5); and d Copy of accounting tickets and official receipts evidencing the payment

for the preferred shares.

6. Amendment Involving Preferred Stock of Rural Banks ---

a On redeemable preferred shares - compliance with requirements under items "B1" to "B6" of Appendix 5 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 Subsection X126.5 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

miltion.

(FOR ARTICLES OF INCORPORATION OF BANKS) Annex B-1

DIRECTORS' CERTIFICATE

the following article/s of the Articles of Incorporation of the bank: stockholders'. and board meeting held. at stock of the bank and a majority of the Directors approved the amendment/s of of the We, the Secretary and a majority of the members of the Board of Directors (Name of Bank) at least two-thirds (2/3) of all the outstanding capital do hereby .certify that in a (regular/special) or

(Please copy in capital letters the amended article/s)

and correct copy of which is hereto attached. incorporated in the proposed amended articles of cooperation of the bank, a true The amendment/s to the Article/s has/have been duly

IN WiTNESS WHEREOF, we have affixed our signature this 20 at day of

Res. Cert. No. Date Place Issued Director Date Res. Cert. No. Place Issued Director

Place Issued Res. Cert. No. Date Director Place issued Res. Cert. No. Date Director

Res. Cert. No. Place Issued Date Corporate Secretary Res. Cert. No. Date. Place Issued Director

SUBSCRIBED AND SWORN to beforeme this day of

20 by the above affiants at

Notary Public

Book No. Doc No. Page No. Series of 20

(FOr BY-LAWS OF BANKS) Annex B-2

DIRECTORS' CERTIFICATE

majority of the Directors approved the amendment/s to the following provision/s of the By-Laws of the bank: of Directors of the representing a least majority of the outstanding capital stock of the bank and a (special/reqular) We, the Corporate Secretary and a majority of the members of the Board stockholders' (Name of Bank) on and board do hereby certify that in a meeting stockholders held at

(Please copy the amended article/s in the proposed Amended By-laws verbatim with proper underscoring)

incorporated in the proposed amended By-Laws of the bank, a true and correct copy of which is hereto attached. The amendment/s to Article/s has/have been duly

IN WITNESS WHEREOF, we have affixed our signature this 20 at day of

Res. Cert. No. Place Issued Date Director Res. Cert. No. Date Place Issued Director

Place Issued Date Res. Cert. No. Director Res. Cert. No. Place Issued Date Director

Res. Cert. No. Place Issued Date Corporate Secretary Place (ssued] Date Res. Cert. No. Director

SUBSCRIBED AND SWORN to 20 by the above affiants at before me this day of

Notary Public

Doc No. Page No. Series of 20 Book No.

(For Regular Banks) Annex B-3

CERTIFICATE OF INCREASE IN CAPITAL STOCK

KNOW ALL MEN BY THESE PRESENTS:

stockholder's meeting and the majority members of the Board of Directors of That, we, the undersigned, the Chairman and the Secretary of the do hereby certify:

stockhoiders representing at least two-thirds (2/3) of the outstanding capital board capital from at stock, or 1 of directors of 'said corporation held on That at the (regular/special) meeting of the stockholders and the shares, approved the increase in the bank's authorized , at least majority of the directors and the to R

P stock, P f 2. both That with ), each; shares of common stock and a the par increase value PESOS of Philippine in the Currency, is composed capital shares of preferred stock PESOS of

the increase in the capital stock, the amount of PESOS (P (in cash/in the form of cash/stock dividends), as follows: 3 That out of the ), has been subscribed, and of the amount subscribed PESOS (R ) has been actually paid PESOS representing

COMMON SHARES SUBSCRIBED

2 3. 4 5 1 Stockholder Nationality TOTAL SUBSCRIPTION Residence No. of Shares R R 8 Amount

COMMON SHARES PAID-UP

4 5. 1 2 3 Stockholder Nationality TOTAL PAYMENT Residence No. of Shares R P R Amount

(For Regular Banks)

Certificate of Increase_of. Capital Stock Page.2

4 That no bonded indebtedness of the corporation has been created. incurred or increased:

meeting was Philippines have been complied with. 5 6 That the actual indebtedness of the corporation on the date of said That the requirements of Section 38 of the Corporation Code of the (total liabilities including deposit liabilities):

(Date) (Place)

Director Director

Director Director

Director Director

Director

Countersigned:

Directors' Meeting Stockholders' and Chairman Corporate Secretary Directors' Meeting Stockholders' and

20 Tax Certificate No. SUBSCRIBED AND SWORN TO before me this at affiant exhibiting to me his/her Community issued at day of in

Notary Public

Book No. Doc No. Page No. Series of

MUNICIPALITY OF REPUBLIC OF THE PHILIPPINES PROVINCE OF ) S.S } Annex B-4

WAIVER OF PRE-EMPTIVE RIGHTS

We, the undersigned stockholders/shareholders of the

subscribers/investors to the proposed increase in capital stock of the bank: (Name of Bank/Non-Bank/Coop Bank), hereby waive our pre-emptive rights to subscribe to our proportiohate shares of stock in favor of all qualified

"CTC No. Place Date CTC No. Place Date CtC No. Date Place

Ctc No. Date Place Ctc No. Place Date CTC No. Place Date

CTC No. Date Piace CtC No. Date Place CTC No. Place Date

CTC No. Place Date CTC No. Place Date CTC No. Place Date

Bank} hereby stockholders/shareholders of record of the bank as of (Date of stockholders' & directors' meeting) have exercised their pre-emptive rights to subscribe to the proposed increase in capitai stock of the bank from P 0 We, the President and Secretary of the (Name of Bank/Non-Bank/Coop certify that, with the exception of the above, all the to

Date Place CTC No. President/Chairman Place Date CTC No. Corporate Secretary

residence certificates mentioned above with places and dates of issue. SUBSCRlBED AND SWORN to before me this at affiants exhibiting to me their day of

Notary Public

Page No. Book No. Series of 20 Doc No.

Annex B-5

SCHEDULE OF STOCKHOLDINGS BEFORE AND AFTER REDEMPTION AND/OR CONVERSION

Stockholders Name of Shares No. of Before Redemption Conversion Amount Ratio Shares No. of RedemptionConversion Amount Ratio Shares No. of After Redemption/ Conversion Amount Ratio

SUPERVISION AND EXAMINATION SECTOR Page of 1 of 3 Annex C

CENTRAL APPLICATIONS AND LICENSING GROUP

AMENDMENT OF THE ARTICLES OF COOPERATION LIST OF DOCUMENTARY REQUIREMENTS

AND/OR BY-LAWS OF COOPERATIVE BANKS

BASIC DOCUMENTS REQUIRED FOR'THE AMENDMENT OF THE ARTICLES

(Each document to be submitted in 4 copies [all original] except for CDA-certified OF COOPERATION (AOC) AND/OR BY-LAWS (BL) AOC and/or BL which shall be submitted in 2 copies each document)

1 Application letter signed by an authorized officer of the Bank: 2. Proposed amended AOC and/or BL;

the portions being amended. Underscore only.the amended portions and The present/original AOC and/or BL should be copied verbatim except for type "As Amended on [date of members' approval of the amendment(s)l" at the end of each amended article/section. There is no need to sign the document/s anew. Just copy the name of the original incorporators/signatories and type "SGD" before each name, including that of the Notary Public. Retain date of incorporation. 3. The present AOC and/or BL. certified by the Cooperative Development

AOC/BL for the first time: Authority (CDA) as the "faithful reproduction of the original" or the Original copy of the AOC and/or BL if the Bank is applying for amendment of the

4 Cooperative Annual Performance Report as of the date of meeting when the

amendment(s) was/were approved; 5. List of members their voting rights and their shareholdings as of date of meeting: 6. BL in a meeting heid at the principal office of the bank as certified under with voting rights approved the proposed amendment(s) to the AOC and/or in Annexes C-1 and C-2); and Directors' Certificate attesting that at least two-thirds (2/3) of all members oath by the Cooperative Secretary and majority of the Directors (Templates

Minutes of the Shareholders' and Directors' meeting or excerpts thereof: a It should indicate the date andplace...ofmeeting and the shareholders/directors present_or_absent in the meeting._and..their

respective shareholdings: b The minutes must show that at least two-thirds_(2/3) of all members

also state in detail the amendment(s) applied for: and with voting rights voted for the proposed amendment(s) and must

C. This . document shall be certified.as...correct.. by... the...Cooperative

Secretary of the meeting attested to by the President/Chairman of the general assembly and directors' meeting and signed by at least a maiority of the directors.

Page of 2 of 3 Annex C

If. Additional Documents Reguired for the Amendment of the AOC and/or Bl. in the Following Cases: (Each document to be submitted in 4 copies

[all original])

Increase in Share Capital - a Certificate of Increase in Share Capital (Template in Annex C-3). b. Treasurer's Sworn Statement (Template is downioadable from the BSP website, www.bsp.gov.ph, specifically Circular Letter 2007-036); C downloadable from the BSp website, www.bsp.gov.ph, specifically Schedule of Shareholdings before and after subscription ( Template is

Circular Letter 2007-036); D Waiver of Pre-emptive Rights executed by the shareholders who have waived their pre-emptive rights to subscribe to the capital increase,or Secretary's Certificate board/stockholders, when the following circumstances are present: executed by the Cooperative Secretary, upon authority granted by the (Template in Annex C-4)

Where there are shareholders who have failed to exercise their

is determined by the presence of attendant circumstance(s); and pre-emptive rights to subscribe to the capital increase within a reasonable period of time despite due notice. Reasonable time

I. When there are shareholders whose proportionate equity

interests were reduced as a result of the subscriptions to the capital increase. e Notarized Bank Certification signed by the members of the Bank's

Board of Directors (Template is downloadable from the BSP website, www.bsp.gov.ph, specifically Circular Letter 2007-036); f downloadable from the BSP website, www.bsp.gov.ph, specifically Subscription Contract for unpaid subscriptions(Template is Circular Letter 2007-036); g Schedule of payments (Template is downloadable from the BSP website, www.bsp.gov.ph, specifically Circular Letter 2007-036); and h Copy of accounting tickets and official receipts evidencing the

payment to the subscription.

2 Change of Cooperative Name -

(CDA) for the reservation of the proposed cooperative name. Copy of the reservation slip from the Cooperative Development Authority

3 Extension of Cooperative Term -- (The application should be submitted at

least six (6) months prior to the expiry of the cooperative life/term)

Copy of the original registration of the Articles of Cooperation with the CDA.

4 Change in Address/Place of Principal Office/Transfer of Head Office

transfer/relocation of its Head Office. Copy of the letter from the BSP relaying the approval of the

5 Redemption of Preferred Shares of Stock Held by LBP or DBP and/or Page of 3 of 3 Annex C

conversion into Common Stock -

0 Copy of the letter from BSP relaying the approval of the redemption of preferred shares; bb Certificate that all the preferred shares have been sold and

cooperative secretary, and a majority of the board of directors; transferred to private shareholders, duly signed by the president, the

C. Schedule of Stockholdings before and after redemption and/or conversion (Template in Annex C-5); and) d Copy of. accounting tickets and official receipts evidencing the payment to the preferred shares.

6 Amendment involving preferred stock -

a On redeemabie preferred shares -- compliance with requirements under items "B1 to "B6" of Appendix 5 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 Subsection X126.5 of the MORB; and

Q Board Resolution for the creation of Sinking Fund (SF) and

administration of the SF by other banks if the SF is more than R1.0 million.

(FOR ARTICLES OF COOPERATION OF COOPERATIVE BANKS) Annex C-1

SECRETARY AND DIRECTORS' CERTIFICATE

certify that in a general assembly held at Board of Directors of the rights approved the amendment/s to the following article/s of the Articles of Cooperation of the bank: We, the Cooperative Secretary and a majority of the members of the at least two-thirds (2/3) of all the members with voting (Name of the Cooperative Bank)- do hereby on

(Please copy the amended article/s in the proposed Amended Articles of Cooperation verbatim with proper underscoring)

incorporated in the proposed amended articles of cooperation of the bank, a true and correct copy of which is hereto attached. The amendment/s to Articie/s has/have been duly

IN WITNESS WHEREOF, we have affixed our signature this - 20 at -. day of

Res. Cert. No. Date Place Issued Cooperative Secretary Date Res. Cert. No. Place Issued Director

Res. Cert. No. Place issued Date Director Place Issued Res. Cert. No. Date Director

Res. Cert. No Place Issued Date Director Res. Cert. No. Place Issued Date Director

SUBSCRIBED 20 by the above affiants at AND SWORN to before me this day of

Notary Public

Doc No. Page No. Book No. Series of 20

(FOR BY-LAWS OF COOPERATIVE BANKS) Annex C-2

SECRETARY AND DIRECTORS' CERTIFICATE

certify that in a general assembly held at Board of Directors of the We, the Cooperative Secretary and a majority of the members of the (Name of the Cooperative Bank). .. do hereby o

rights approved"the amendment/s to the following article/s of the following provision/s of the By-Laws of the bank: at least two-thirds (2/3) of all the members with voting

(Please copy the amended article/s in the proposed Amended By-laws verbatim with proper underscoring)

incorporated in the proposed amended By-Laws of the bank, a true and correct copy of which is hereto attached. The amendment/s to Article/s has/have been duly

IN WITNESS WHEREOF, we have affixed our signature this 20 at day of

Res. Cert. No. Piace Issued Date Cooperative Secretary Res. Cert. No. Place Issued Date Director

Res. Cert. No. Place Issued Date Director Piace Issued Res. Cert. No. Date Director

Res. Cert. No Place Issued Date Director Date Res. Cert. No. Place Issued Director

SUBSCRIBED ANDSWORN to 20 ... by the above affiants at before me this day of

Notary Public

Doc No. Page No. Book No Series of 20

(Format For Cooperative Banks) Annex C-3

CERTIFICATE OF INCREASE IN SHARE CAPITAL

KNOW ALL MEN BY THESE PRESENTS:

shareholder's meeting and the majority members of the Board of Directors of That, we, the undersigned, the Chairman and the Secretary of the do hereby certify:

board of directors of said cooperative bank held on members with voting rights approved the increase in the bank's authorized share capital from R at 1 That at the (regular/special) meeting of the shareholders and the at least two-thirds (2/3) of all the to

par 8 of 8 2 value That ) each; common shares and the of increase PESOS in Philippine Currency, is the preferred shares, both with a share capital composed stock PESOS Of

has been actually paid (in cash/in the form of cash/stock dividends), as follows: the of the amount subscribed 3 increase That out of the in the PESOS (P share capital stock, ), has been subscribed, and PESOS (P PESOS representing the amount of

COMMON SHARES SUBSCRIBED

2 1 Shareholder Nationality Residence No. of Shares P Amount

3

Y 5 TOTAL SUBSCRIPTION R P

COMMON SHARES PAID-UP

1 4 5 2 3 Shareholder Nationality TOTAL PAYMENT Residence No. of Shares 8 B P Amount

(Format For Cooperative Banks)

Certificate_of Increase.of Share.Capital Page ?

4 That no bonded indebtedness of the cooperative bank has been created, incurred or increased:

said meeting was P 5 That the actual indebtedness of the cooperative bank on the date of (total liabilities including deposit liabilities);

Code of the Philippines have been complied with. 6 That the requirements of Articles 14 and 18 of the Cooperative

(Date) (Place)

Director Director

Director Director

Director Director

Director Countersigned:

Directors' Meeting Stockholders' and Chairman Cooperative Secretary Stockholders' and Directors' Meeting

Tax Certificate No. 20 SUBSCRIBED AND SWORN TO before me this at affiant exhibiting to me his/her Community issued at day of in

Notary Public

Doc No.

Book No. Series of Page No.

MUNICIPALITY OF REPUBLIC OF THE PHILIPPINES PROVINCE OF ) S.S Annex C-4

WAIVER OF PRE-EMPTIVE RIGHTS

proportionate shares of stock in favor of all qualified subscribers/investors to the proposed increase in the share capital of the bank: Coop Bank), hereby waive our pre-emptive rights to subscribe" to our We, the undersigned shareholders of the (Name of Bank/Non-Bank/

CTC No. Place Date CTC No. Place Date CTC No. Date Place

CTC No. Place Date CTC No. Date Place CTC No. Place Date

CtC No. Date Place CTC No. Date Place Ctc No. Place Date

Date CTC No. Place Place CTC No. Date CtC No. Place Date

exercised their pre-emptive rights to subscribe to the proposed increase in share record of the bank as of (Date ofshareholders' & directors' meeting) have Bank) hereby certify that, with the exception of the above, all the shareholders of capital 8 We, the President and Secretary of the (Name of Bank/Non-Bank/Coop of the bank from 8 to

Date Place CtC No. President/Chairman Date CTC No. Place Cooperative Secretary

residence certificates mentioned above with places and dates of issue. SUBSCRIBED AND SWORN to before me this at affiants exhibiting to me their day of

Notary Pubic

Page No. Doc No. Book No. Series of 20

Annex C-5

SCHEDULE OF SHAREHOLDINGS BEFORE AND AFTER REDEMPTION AND/OR CONVERSION

Shareholders Name of Shares No. of Before Redemti on Conversion Amount Ratio Shares No. of RedmtionCover in Amount Ratio Shares No. of After Redemption Conversion Amount Ratio

Anex D

SUPERVISION AND EXAMINATION SECTOR CENTRAL APPLICATIONS AND LICENSING GROUP

AUTHORITY TO ACCEPT GOVERNMENT DEPOSITS LIST OF DOCUMENTARY REQUIREMENTS

1 Application letter signed by the President of the Bank indicating the

government deposits and the corresponding banking unit that will service the deposit of said government entity; specific government entity from which the bank intends to accept

2 the MORB; Certification by the President or Executive Vice-President that the Bank has complied with the reguirements enumerated under Section X240.3 of

3 deposit, and that the amount to be deposited represents working balances; In the case of acceptance.of deposits from the Local Government Unit, thel resolution of the Barangay/Municipality/City Council or Provinciai Board authorizing the deposit of funds. Said resolution or authorization should state the name and location of the depository bank, type and terms of the

4 In the case of acceptance of deposits from the Government-Owned or

represents working balances; authorizing the deposit of funds of said GOCC. type and terms of the deposit, and that the amount to be deposited authorization should state the name and location of the depository bank -Controlled Corporation (GOCC), the resolution of the board of directors Said resolution or

5 In the case of acceptance of deposits from the National Government, its balance; and unincorporated branches, agencies and instrumentalities, the written authority to deposit government funds signed by the authorized official of the department/agency/office or unit making the deposit. Said authority should state the name and location of the depository bank, type and terms of the deposit, and that the amount to be deposited represents working

6 Certification from PDIC that the Bank is a member in good standing

Annex E

CENTRAL APPLICATIONS AND LICENSING GROUF SUPERVISION AND EXAMINATION SECTOR

AUTHORITY TO OPERATE AN (EXPANDED) FOREIGN CURRENCY LIST OF DOCUMENTARY REQUIREMENTS DEPOSIT UNIT (FCDU/EFCDU)

Application letter signed by the Bank President or Officer of equivalent rank specifically indicating the justifications/reasons for appication to operate an FCDU/EFCDU;

2 Certified true copy of the resolution of the Bank's board of directors authorizing the application to operate an FCDU/EFCDU:

3 the Bank has complied with all the conditions/prerequisites for the grant of (for Thrift Banks), and Appendix"5a'of the MORB (for Rural and Cooperative Banks); Certification signed by the president or the officer of equivalent rank that the MORB (for Commercial Banks), Appendix 5 and 5a of the MORB authority to operate an FCDU/EFCDU as enumerated under Appendix 5 of

4 Certification from PDIC that the Bank is a member in good standing;

5 Bank's borrowings/bills payable (if any); Certification from financial institutions, other than the BSP, on the status of

6 Matrix of the past :and present work experiences of the Bank's directors/principal officers as shown in Annex E-1;

7 Manual of Operation for FCDU/EFCDU, with established risk management

of Directors; and complete, timely and efficient reporting system, as approved by the Board system appropriate to its operations, effective internal controls and

8 Bio-data of the officers and personnel who will handle the FCDU/EFCDU

operations showing, among others, the qualifications, experience and seminar/trainings attended.

Principal Officers Board of Directors Name

Date: Date: Position: Position: Designation: Designation: Name: Name: Prepared by: Reviewed by: Period (Year) PositionPeriod Year)! Position Company Present Past Work Experience Name of Bank WORK EXPERIENCE - Directors/Principal Officers

Company Annex E-1

Annex F Page 1 of 3

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

AUTHORITY TO ENGAGE IN QUASI-BANKING FUNCTIONS LIST OF DOCUMENTARY REQUIREMENTS

BANKS

A. Basic Requirements 1 Application letter signed by the Bank President or Officer of equivalent

2 3 4 A certification signed by the president or the officer of equivalent rank that General Information Sheet as filed with the Securities. Exchange Certified true copy of the resolution of the Bank's board of directors authorizing the application; the institution has complied with all conditions/prerequisites for the grant of authority to engage in quasi-banking functions: rank;

5 Bio-data, signed under oath, of the members of the managerial staff who Commission;

6 b Borrowing-investment program for 1 year, which should include at the will undertake quasi-banking operations; a minimum: Expected sources of funds to support investment program classified (6) Leasing; and Pianned distribution portfolio as to: 5 7) 3 } 2} Underwriting; Direct loans, Receivables financing discounting and factoring; Commercial paper markets: Stocks and bonds; Government securities;

(1) Maturity: short, medium, and long term; as to. 3 2} Interest rates; and Domestic or foreign sources whether institutional or personal. B. Other Pertinent Reports or Statements 1. 2 3 4 Statement of Account from the: CSOC as of date of application; CSOC dated 8 weeks immediately preceding the date of application; Computation. of Risk-based Capital Adequacy Ratio dated 60 days immediately preceding the date of application; b a Other financial institutions where the bank has an outstanding BSP; and

5 Certification from PDIC that the Bank is a member in good standing. obligation; and

Annex F Page 2 of 3

NON-BANKS (Finance Companies/Investment Houses)

A. Basic Requirements 1 Application letter signed by the President or Officer of equivalent rank of the

2 Certified true copy of the resolution of the board of directors of the institution institution;

3 A certification signed by the president or the officer of equivalent rank that:: authorizing the application;

a the institution has complied with all conditions/prerequisites for the grant of authority to engage in quasi-banking functions; b. quasi-banking functions shall be pursued/undertaken by the

institution in the furtherance of its core business, e.g., underwriting of

or its instrumentalities, in the case of investment houses, and leasing and/or discounting/factoring commercial papers or accounts and dealing in securities of other corporations and of the government

receivable, or granting business and consumer loans, in the case of

C investors shall be informed that their investments/ piacements shall finance companies:

(PDIC) and that any pretermination thereof shall be subject to not be insured by the Philippine Deposit insurance Corporation

d investors shall be subjected to effective investor suitability testing penalty, if applicable, as well as all other material risks; and

4 General Information Sheet as filed with the Securities and Exchange procedures.

5 Bio-data signed under oath, of the members of the managerial staff who wil Commission;

6 Borrowing-investment program for 1 year, which should include at the undertake quasi-banking operations;

a minimum: M Y Planned distribution portfolio as to: Y A Underwriting; Commerciai paper markets; Government securities: Stocks and bonds:

b Expected sources of funds to support investment program classified Y Y as to: Y > Y Y Direct loans; Domestic or foreign sources whether institutional or personal. Receivables financing discounting and factoring: Leasing; and Maturity: short, medium, and long term; Interest rates; and

Annex F Page 3 of 3

B. Other Pertinent Reports or Statements

Computation of Risk-based Capital Adequacy Ratio dated 60 days

2 3 4 CSOC dated 8 weeks immediately preceding the date of application; immediately preceding the date of application; CSOC as of date of application; and Statement of Account from the: a b Other financial institutions where the non-bank has an outstanding BSP: and obligation.

Annex G

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

AUTHORITY TO SOLICIT AND ACCEPT DEPOSITS OUTSIDE LIST OF DOCUMENTARY REQUIREMENTS BANK PREMISES

Application letter signed by an authorized officer of the Bank indicating the specific proposed areas where the Bank intends to solicit and accepi deposits and the reasons/justifications on why the Bank is requesting authority to solicit and accept deposits in the said areas; 2 Certification signed by the President or Officer of equivalent rank that the

land/sea from any head office or branch, except in remote areas where area/s of operations shall be within one (1)-hour normal travel time by

more than one (1)-hour normal travei time may be allowed. Said

time from the servicing unit; certification shouid specify the proposed areas and the estimated travel

3 authorizing the solicitation and acceptance of deposits outside the bank premises indicating the specific areas to be serviced and the location of Certified true copy of the resolution of the Bank's board of directorsl

the corresponding banking units to service them; and 4 the banking units to service them. Map showing the location of the areas to be serviced and the location of

Annex H

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

CLEARANCE TO REMIT FOREIGN BANK BRANCH PROFIT LIST OF DOCUMENTARY REQUIREMENTS

N Application letter signed by an authorized officer of the Bank; 2 Audited Financiat Statements as of the cut-off year showing the profits to be

remitted:

3 Statement of Due to Head Office -- Unremitted Earnings; 4 Reconciliation schedule/statement between the Bsp Sheet/Consolidated Statementof Condition Statement/Consolidated Statement of Income and Expense (CSIE) and the Audited Financial Statements: and FRpBalance FRP Income

5 Photocopy of various BSP Registration Documents corresponding to the

Bank's permanently assigned capital; 6 Schedule 14 on compliance with Section 4 of R.A. :7721 Re: 15.0 percent inward remittance of "net due to" account; and

1 PDiC certification that the applicant bank is a member in good standing.

AnnexI

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

CROSS-SELLING OF CERTAIN FINANCIAL PRODUCTS LIST OF DOCUMENTARY REQUIREMENTS

1. Application letter signed by an authorized officer of the Bank:

2 Latest information on the allied undertaking/affiliate or investment house uit:

b. a C. Income and expense statements for the last three (3) years; Annual report; List of directors and senior officers; and

3 Certified true copy of the resoiution of the Board of Directors of both the parent bank and the allied undertaking or investment house unit on the presentation and sale of financial products;

D Justification of the presentation and sale of financial products;

5 promotional materials which will be used; Detailed information on the financial products to be offered, including

6. Outline of the content of the training materials for bank's staff and officers who will be involved in the handling of the sale of financial products;

7 Sample contracts;

8. In the case of cross selling of insurance products, proof of accreditation of the products that. is the subject of the cross-selling of its allied undertaking/affiliate or investment house unit with the Insurance Commission; and

9 The list of branches of the Bank which will be utilized by the allied the corresponding timelines for the undertaking. undertaking/affiliate or investment house unit for its sales presentation with

Annex J Page 1 of 2

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISiON AND EXAMINATiON SECTOR

DECLARATION OF DIVIDENDS (CASH AND/OR STOCK) LIST OF DOCUMENTARY REQUIREMENTS

FOR CASH DIVIDEND DECLARATION

1 Application letter duly signed by an authorized officer of the Bank/Non-Bank:

2 his alternate duly designated by the Board of Directors (BOD); Report on Dividends Declared duly certified correct by an authorized officer or

3 Schedule of Bad Debts as of date of dividend declaration;

A Financial Reporting Package (FRP) Balance Sheet/Consolidated Statement of

(Month-end immediately preceding the date of declaration): Condition and FRP Income Statement/Statement of Income and Expense

5 record date the stockholders are entitled to dividends; and Duly notarized Corporate Secretary's Certificate or excerpt of the minutes of meeting of the Bank/Non-Bank's BOD, showing the board resolution approving the cash dividend declaration and indicating the cut-off date or

6 In the case of Cooperative Banks, the duly notarized Cooperative Secretary's showing the resolution approving the cash dividend declaration. Certificate or excerpt of the minutes of the General Assembly (GA) meeting;

FOR STOCK DIVIDEND DECLARATION

1 Application letter duly signed by an authorized officer of the Bank/Non-Bank;

2 Report on Dividends Declared duly certified correct by an authorized officer or his alternate duly designated by the BOD;

3 Scheduie of Bad Debts as of date of dividend declaration;

4. preceding the date of declaration); FRP Balance Sheet/Consolidated Statement of Condition and FRP Income Statement/Statement of Income and Expense (Month-end immediately

5 Duly notarized Corporate Secretary's Certificate or excerpt of the minutes of meeting of the Bank/Non-Bank's BOD, showing the board resolution approving the stock dividend declaration and indicating the cut-off date or record date the stockholder are entitled to dividends;

Annex J Page 2 of 2

6 In the case of UBs/KBs/RBs/Non-Banks, the duly notarized Corporate Secretary's Certificate or excerpt of the minutes of meeting of the Bank/

Non-Bank's stockholders, showing the following:

b a Stockhoiders' Resolution ratifying/confirming the board resolution approving the stock dividend declaration; Total percentage of stockholdings approving the stock dividend

C. Place where the stockholders' meeting was held; declaration; and

7 In the case of Cooperative Banks, the duly notarized Cooperative Secretary's Certificate or excerpt of the minutes of the GA meeting, showing the GA Resolution ratifying/confirming the board resolution approving the stock dividend declaration; and

8. Duly notarized Certification of the Corporate Secretary on the following:

b. a C Profile of the authorized capital stock of the Bank/Non-Bank, with Profile of the total paid-in capital stock, with breakdown as to class and breakdown as to class and number of shares; Profile of the total subscribed capital stock, with breakdown as to class and number of shares; and

number of shares.

Annex K

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISiON AND EXAMINATION SECTOR

ESTABLISHMENT OF BANKING OFFICES ABROAD LIST OF DOCUMENTARY REQUIREMENTS

1 Application letter signed by the President of the Bank or officer of equivalent

rank;

2 authorizing the establishment of that office indicating its proposed site; Certified true copy of the resoiution of the Bank's board of .directors

3 the host country, outlay furniture; fixture and equipment, rental and other Economic justification for such establishment, indicating among other things the services to be offered, the minimum outlay such as capital requirement of expenses;

4 Organizational set up of the proposed office showing the proposed positions and the names, qualifications and experience of the proposed manager and other officers;

5 Certification signed by the President or the Executive Vice President that the Bank has complied with the: standard prequalification requirements for the grant of banking authorities enumerated in Appendix 5;

6 Certification signed by the President, which contains the following:

a b ceilings and other limitations on voting stockhoidings in banks under The Bank has complied with the citizenship requirements, ownership existing law and regulations. The Bank has experience and expertise in international banking operations as shown by: Its international banking operations for at least three (3) years prior to the date of application; Substantial income' derivedfrominternational banking

I Established correspondent relationship with reputable banks; operations; and

and

7 Requirements of the host country on the establishment of foreign offices

therein.

Annex L Page I of 2

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

ESTABLISHMENT OF A BRANCH IN THE PHILIPPINES LIST OF DOCUMENTARY REQUIREMENTS

A Application letter signed by the President of the Bank or Officer of equivalent rank and accompanied by the following information/documents:

Business plan detailing the following:

a Primary banking activities/products and services to be offered;

b Competition analysis to show that its application will not lead to

overbanking in the target market; and

C Financial projections for the first three (3) years of operations appropriate department of the Supervision and Examination showing sustained viability, as may be required by the Sector (SES):

resources of P1.0 billion or more shall be exempt from the foregoing Provided, that normally operating UBs, KBs and TBs with total requirements.

A Bank is not considered normally operating if it is under Prompt directives duly confirmed by the Monetary Board. Corrective Action (PCA) or is non-compliant with supervisory

In the evaluation of the business plan, due consideration shall be given to Banks that are able or are committed to invest or deploy branch resources in their area of operations;

2 authorizing the establishment of the branch and indicating its proposed site; Certified true copy of the resolution of the Bank's board of directors

3 Organizational set up of the proposed branch showing the proposed

staffing pattern;

4 Certification/undertaking signed by the President of the Bank or Officer of equivalent rank that the Bank has complied or will comply as the case maybe, with the prerequisites for the grant of authority to establish a branch under Subsection X151.2 of the MORB, as amended by Circular No. 624 dated 13 October 2008;

Annex L Page 2 of 2

5 the balance/status of the Bank's borrowings/bills payable (if any); and Confirmation/Statement from financial institutions 'other than BSP on

6. Certification from the Philippine Deposit Insurance Corporation (PDIC)

that the Bank is a member in good standing.

B. Additional requirementsfortheestablishmentof microfinance/

BMBE-oriented are as follows: BMBE-oriented branchesofbankswhich arenotmicrofinance/

N The branch shall have a manual of operations on' microfinancing duly

approved by the bank's board of directors;

2 The branch shall have an adequate loan tracking system that allows

daily monitoring of loan releases, collections and arrearages, and any restructuring and refinancing arrangements;

3 The branch shall be managed by a person with adequate experience

or training in microfinancing activities; and

4 At ieast seventy percent. (70%) of the deposits generated by the branch to be established shal! be actually lent out to qualified

said branch shall at all times be at least fifty percent (50%) of its gross ioan portfolio. microfinance/BMBE borrowers and the microfinance/BMBE ioans of

Annex M

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

ESTABLISHMENT OF AN OTHER BANKING OFFICE (OBO) LIST OF DOCUMENTARY REQUIREMENTS IN THE PHILIPPINES

N Application letter signed by the President of the Bank or Officer of equivalent information/documents: rank and accompanied with the following

a Certified true copy of the Resolution of the Bank's Board of Directors

where the OBO will be established); of the OBO") and citing its proposed site (indicate exact address authorizing the establishment of the OBO (indicate the "exact name

b Undertaking signed by the President of the Bank or Officer of equivalent rank that said OBO shall not accept deposits and/or service withdrawals thru tellers or other authorized personnel;

In the case of loan collection and disbursement points (LCDPs) of microfinance-oriented banks and microfinance/BMBE-oriented branches of banks, the undertaking shall state that:

The LCDP shall accept deposits thru tellers or other authorized personnel solely from existing microfinance/BMBE borrowers; and

I The account openings and other banking transactions of said

amended by Circular 624 dated 13 October 2008); microfinance/BMBE borrowers shall be done only at the head office/branch/extension offices or thru automated teller definition of OBO under Section X151 of the MORB, as machines, as may be applicable (in compliance with the

2 Disclosure statement by the President of the Bank indicating that:

a of the OBO) The proposed OBO is established to (specify function/s or purpose/s

b The OBO shall not maintain a complete set of books of accounts;

and

C. The OBO transactions shall be taken-up directly in the books of thel

head office or branch to which it is attached (state the particular branch).

Annex N Page 1 of 2

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

LIST OF DOCUMENTARY REQUIREMENTS

ESTABLISHMENT OF AN OFFSHORE BANKING UNIT (OBU) IN THE PHILIPPINES

Application letter signed by an authorized representative of the Foreign Bank;

2 Certified true copy of the resolution of the board of directors of the applicant foreign bank authorizing the proposed establishment of the offshore banking unit in the Philippines;

3 Certification duly authenticated by the Philippine Consulate from the laws and regulations, including the integrity and competence of the bank proper Government entity/supervisory authority confirming that thel requesting bank is currently in compliance with the applicable banking management, its internal organization and its financial soundness;

4 A brief profile of the banking and monetary system of the state or nation where the applicant is domiciled, including the laws and administrative policies relating to the establishment of foreign offices by the applicant; 5. Historical background of the applicant including, but not limited to, the following:

b a date founded number of foreign branches, affiliates,subsidiariesand

e. f d C. region by country, if any, for the immediately preceding three (3) number of domestic branches, if any; ratio of domestic operations to foreign operations; and foreign currency loans and investments of the bank in the Asean years; representative offices, if any and their locations; growth of Bank, including the range of banking services offered;

6. Certification duly authenticated by the Philippine consulate showing :that it

of its country to establish and engage in offshore banking business in the Philippines or a statement from said government entity/supervisory authority that such approval/authority is not required; is duly authorized by the proper Government entity/supervisory authority

The Bank's latest annual report to shareholders (two copies);

Annex N Page 2 of 2

8. The Bank's Articles of Incorporation, as amended to date, duly authenticated by the Philippine consulate (two copies): l

9 Philippine consulate (two copies); The Bank's By-Laws, as amended to date, duly authenticated by the

10. years preceding the filing of application, expressed in us dollars The Bank's statement of condition as of the end of the fiscal/calendar (two copies);

11. The Bank's statement of income for the last five (5) fiscal/calendar years preceding the filing of application (two copies):

12 Proposed organizational structure of the OBU to be set-up, including the folowing:

b a maximum credit authority of the unit manager; and minimum number of expatriates and Philippine nationals to be employed during the first three (3) years;

C. extent of supervision of the unit by the head office;

13. Proposed allocation of funds for the operations of the unit;

1 4 Proposed operations to be conducted by the unit for the first three (3) years of business;

15. represent the application in connection with this application; and Names and addresses of persons in the Philippines authorized to

16. List of Correspondent Banks throughout the world.

Annex O Page 1 of 2

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

LIST OF DOCUMENTARY REQUIREMENTS

ESTABLISHMENT OF A REPRESENTATIVE OFFICE OF A FOREIGN BANK IN THE PHILIPPINES

Application letter signed by an authorized representative of the Foreign Bank;

2 representative office in the Philippines; Certified true copy of the resolution of the board of directors of the applicant foreign bank authorizing the proposed establishment of a

3 Historical background of the applicant including, but not limited to, the following:

b. C. d a date founded representative offices, if any, and their locations; number of domestic branches, if any; growth of the Bank, including the range of banking services number of foreign branches, affiliates, subsidiaries and

G ratio of domestic operations to foreign operations; offered; and

4 Certification duly authenticated by the Philippine Consulate from the

proper Government entity/supervisory authority confirming that the

laws and regulations, including the integrity and competence of the bank management, its internal organization and its financial requesting bank is currently in compliance with the applicable banking

soundness;

5. Certification duly authenticated by the Philippine Consulate showing that the Bank is duly authorized by the proper Government entity/supervisory authority of its country to establish and open a government entity/supervisory authority that such government entity/supervisory authority that such approval/authority is not required; representative office in the Philippines or a statement from such

6 year preceding the filing of application (two copies): The Bank's statement of condition as of the end of the fiscal/calendar

7 The Bank's statement of income for the last five (5) fiscal/calendar

years preceding the filing of application (two copies);

Annex O Page 2 of 2

8 Brief description of Philippine trade and financial relations with the

presence of the applicant bank in the country; country of the applicant bank which may be promoted through the

9 The Bank's annual report for the last two (2) years (two copies);

10. The Bank's articles of incorporation, as amended to date, duly authenticated by the Philippine Consulate (two copies);

11 Philippine Consulate (two copies); The Bank's by-laws, as amended to date, duly authenticated by the

12. Names and addresses of correspondent banks worldwide;

13. Bio-data of the Philippine Representative;

14 Proposed services to be promoted;

15. Proposed location of representative office; and

16 List of authorized signatories.

Annex P

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

EQUITY INVESTMENT IN ALLIED AND NON-ALLIED UNDERTAKINGS LIST OF DOCUMENTARY REQUIREMENTS

1 Application letter signed by an authorized officer of the Bank; 2 Certified true copy of the board resolution indicating the names of the directors approving the proposed investment;

3 Articles of Incorporation of the investee company:

A Certification from the: Bank's board of directors that the criteria

enumerated below are.complied with:

a creditors -- should always be considered before any investment is Such investment must be in accordance with the bank's business plan and management objectives, taking into consideration the made: economic developments and future prospects. The interests of the different stakeholders of the bank - shareholders, depositors and

b Such investments will complement/support the main business of

where the bank has no managerial or technicai expertise, or banks. Extra caution should be taken when investing in activities businesses/industries, which are high-risk; and

C. Bank management shall provide for an efficient and effective "exit

mechanism" or contingency plan in case the investee's operations fail or do not prosper;

5 Management contract, if applicable;

6. Financial information and other information about financial strengths, e.g..

projected balance sheet and income statements for the first three years;

7. A listing of the latest members of the board and senior management of the investee company and the bank; 8. interest to be held by the bank and the manner in which such interest will be held; and

9 Certified true copy of the board resolution of the investee company allowing the Bangko Sentral ng Pilipinas to examine its books.

Annex Q

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

EXTENSION OF TIME TO OPEN A BSP-APPROVED BRANCH/ LIST OF DOCUMENTARY REQUIREMENTS OTHER BANKING OFFICE (OBO)

1 Application letter signed by an authorized officer of the Bank requesting

extension of time to open the BSP-approved branch/OBO indicating the justification/s and valid reason/s for its failure to open within the required six-month period (Pls. indicate the period or number of months requested):

2 Copy of the letter from the BSP relaying the approval of the establishment of the branch/OBO subject of the request;

3 branch/OBO (PIs. indicate the period or number of months requested); and Certified true copy of the resolution of the Bank's board of directors authorizing the request for extension of time to open the BSP-approved

A renovation of the branch/OBO will be completed within the requested Bank's Board of Directors or President with a firm commitment that subject branch/OBO will be opened within the requested extension period. Proof that the branch/OBO can be opened within the requested extension period, e.g., certification from the architect/engineer that the establishment/ extension period or a notarized Affidavit of Undertaking signed by the

Anex R

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

HEAD OFFICE TRANSFER/RELOCATION/CONVERSION LIST OF DOCUMENTARY REQUIREMENTS

1 Application letter signed by the President of the Bank or Officer of equivalent rank;

2 stating the specific address subject of the transfer and the justifications/reasons therefor; A certified true copy of the resolution of the Bank's Board of Directors authorizing the proposed relocation/transfer of the head office, and

3 amendment of the Articles of Incorporation of the Bank; A certified true copy of the stockholder's resolution authorizing the

4 Description of the building and/or place of relocation, manner of

timetable for such relocation; occupancy, i.e., whether lease or purchase, estimate of the totai costs to be incurred 'in connection with the transfer and the proposed

5 If the place of relocation was previously a ROPA account, a copy of the BSP letter relaying the approval of the conversion of the ROPA account to bank premises (pursuant to Subsection X606.3 of the MORB); and

6 Plan for the disposition of the original site.

Annex s

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

INSOURCING OF OTHER BANKING FUNCTIONS LIST OF DOCUMENTARY REQUIREMENTS

1. Application letter signed by an authorized officer of the Bank;

2 Notarized Secretary's Certificate on the approval of the Bank's Board of Directors to render particular service/s to related entities;

3 under Subsection X169.2 [b][1]; and Draft service agreement which shall include a detailed description of the service/s to be rendered by the Bank. In case the outsourcing party is a bank, the draft service agreement shall include the minimum provisions

4 Information on the Bank's percentage of ownership to the related entity/ies

the Bank or to the group. and a statement on the contribution of the activity to the strategic plans of

Annex T

CENTRAL APPLICATIONS AND'LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

JSSUANCE OF LONG-TERM NEGOTIABLE CERTIFICATES OF TIME LIST OF DOCUMENTARY REQUIREMENTS DEPOSIT (LTNCTD)

1 Application letter signed by the President/Country Manager (branch of a

foreign bank) of the issuing bank;

2 authorizing the issuance of LT'NCTD indicating, among others: Certified true copy of the resolution of the Bank's board of directors

I. g. a b C. d e Seiling Agent(s); and Market Maker(s); Offering period; Purpose or Intended use of proceeds: Issue size; Registry Bank; Underwriter/Arranger:

3 Summary of Indicative Terms and Conditions;

4 Certification of compliance with requirements of Subsection X233.9 of the MORB from the following parties:

b C. d e a Market maker(s); and Issuing bank; Underwriter/Arranger; Selling agent(s); and Registry bank;

5 applicant bank (issuing bank) is a member in good standing. Certification from the Philippine Deposit Insurance Corporation that the

Annex u Page 1 of 4

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

NOTIFICATION OF AVAILMENT/PRETERMINATION OF THE CURRENCY RATE RISK PROTECTION PROGRAM (CRPP) LIST OF DOCUMENTARY REQUIREMENTS

Availment

4:30 P.M. of the banking day following the transaction date, in addition Treasury Department to the CALG, through CASG, not later than to the following documents: The Bank shall transmit the details of the deal done with the BsP

N Application for BSP Currency Rate Risk Protection Program -- shall

and that such obligation is unhedged; the underlying foreign currency obligation qualifies under the Circular be submitted by the applicant to the Bank certifying under oath that

2 Hard copy of the Reuters conversation with BSP Treasury Department, or if the deal is done thru the telephone, a fax copy of the details of the transaction;

3 Daily report on executed CRPP transactions in the prescribed format which shall be signed jointly under oath by the Bank's authorized equivalent and by the Compliance Officer; and signatory who shall at least be a Senior Vice President or his

4 Risk Disclosure Statement for Bangko Sentral ng Pilipinas Currency

Rate Risk Protection Program.

application to avail of the CRPP : In addition to the above documents, the following shall also be by the CRPP. Uniess otherwise indicated, all the documents shall be certified as true copies by the Bank's authorized signatory who shall at least be a Senior Vice-President or its equivalent and by the Compliance Officer, and submitted to the CALG together with the submitted for the specified type of foreign currency obligation hedged

BSP-Registered FCDU Loans and Bonds:

For medium/long-term (with remaining tenors of up to five [5] Bonds; years booked as of 31 December 2003) FCDU loans and

Annex U Page 2 of 4

T BSP-Letter-notation for partial loan utilization and BSP Bsp registration letter and accompanying Scheduie of Principal and Interest Payments on BSP-registered Foreign Credits (Schedule RA-2); or

noted per the BsP letter. Ietter indicating the approved loan terms where amount eligible for hedging shall be limited to the total amount

incurred after 31 December 2003 may also be considered on a BSP-registered medium/long-term FCDU loans and bonds case to case basis.

b I For short-term (with original maturity of up to one [1] year) trade-related FcDU loans: Promissory note certified by the Head of the lending Bank's Loans Department;

I H Certification from lending Bank that the loan BSP-ID under IOS Form 4) indicating the following application, loan purpose and due date/s. Certification from lending Bank on the date when loan account has been reported to BSP International outstanding (for loans which have not been reported to details: date granted, amount outstanding as of date of Department (ID) under IOS Form 4; or is

2 from offshore banking units (OBUs) and offshore banks; BSP-registered short-term trade-related borrowings of oil companies

b C. d a for trade purposes or relevant shipping documents for loans Loan agreement indicating, among others, loan purpose and Original certification from lending OBU that the loan was utilized Original certification from the lending OBU on the date when the extended by offshore banks: Promissory note certified by the Head of the lending OBU's Loans Department or by the oil company's highest ranking Treasury/Finance officer for loans granted by offshore banks: terms;

e the loan has been duly reported by the firm to BSP through the For loans granted by offshore banks, original certification from the oil company's highest ranking Treasury/Finance officer that International Department and remains outstanding as of date of application. loan account was reported to BsP using the prescribed form or original certification from lending OBU that the loan is outstanding (for loans which have not been reported to BSP): and

Annex U Page 3 of 4

3. US dollar trust receipts:

D b. C. d e Letter of credit, if applicable; Bill of lading (B/L); Dollar TR draft; and Commercial invoice; Trust receipt agreement;

4 Foreign acceptances: currency import bills! Customers' liabilities under

a b. C. D Bill of exchange (import bill or customer acceptance): Letter of credit; Commercial invoice: Bill of lading; and

5 BSP-reported Documents Against Acceptance (D/A)/Open Account (O/A) obligations;

d b C. a For oil-company importers: In case of DA, the Bill of Exchange with the Importer's Acceptance indicated thereon; In case deal was done earlier than BL date, certification from the oif company-importer that loading of the crude or finished oil importation has started or will commence on a weekend or Certification from the AAB which reported the DA/OA availment to BsP that the account was duly reported under Schedule 10 of FX Form 1 indicating the date of report, the Bank Reference Number (BRN) and unpaid balance as of application date; a holiday; and

I i. Iv It. shipment, loadport and shipping vessel; and If the said copy of the BL is not yet available on said date, A Letter of Indemnity (LOt) from the supplier will be presented in lieu of the BL indicating the BL date. data on estimated volume and value of the shipment, loadport and shipping vessel. date, data on estimated volume and value of the Commercial invoice; Bill of Lading; In case the above are not yet available, the importer's the invoice and the BL shall be submitted upon availability but not beyond the maturity of the CRPP contract covering the open account indicating the Bl letter of undertaking (LOU) that the certified true copy of

Annex U Page 4 of 4

6 In addition to the documents under No. 5, oil companies that intend to loan upon maturity: arrangement to be roiled over or refinanced with a short-term FcDU use a single CRPP contract to cover importations initially under an OA

b. D BSP-- ID's approval for the use of a single CRPP contract; A sworn letter of undertaking:

I . to roll over the OA upon maturity or obtain an FCDU to submit proof/s of payment of the supplier's credit loan to refinance the supplier's credit whose maturity shall coincide with that of the CRPP contract; and (O/A) within five (5) days from date of payment.

I Pretermination Requested by Client

prepayment should not be done thru renewal of the loan under a new promissory note or by another form of FX obligation. amount at least equal to the amount of the CRPP contract. The manner of corresponding foreign exchange (FX) obligation will be paid in full or in an Pretermination of a CRPp contract shall be aliowed if the

its Bank by submitting the following documents: The client should apply for pretermination of the CRPP contract with

1. 2 3 President or his equivalent and by the Compliance Officer, to be Daily Report on Preterminated CRPP Contracts with BSP in the prescribed format which shall be signed jointly under oath by the Bank's authorized signatory who shall at least be a Senior'Vice submitted not later than 4:30 P.M. of the following banking day. Proof of payment which shall be submitted on prepayment date; and Creditor's conforme to the proposed prepayment;

Annex V

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

OUTSOURCING OF CERTAIN BANKING FUNCTIONS LIST OF DOCUMENTARY REQUIREMENTS

1 Financial Intermediary (NBFI): Application Ietter signed by an authorized officer of the Bank/Non-Bank

2. Proposed contract between the Bank/NBFI and the service provider which shall include the minimum Subsection X169.2 [b][1] of the Manual of Regulations for Banks; provisions as required under

3 the need for outsourcing the activity; and A certified true copy of the Minutes of meetings of the Board of Directors of the Bank/NBFi concerned signed by majority thereof, certified by the Secretary and attested by the President documenting their discussions on

4 Profile of the selected service provider or the non-bank partner, in case of joint ventures and other similar arrangements, such as:

C b. a List of clientele, particularly banks and the services provided Most recent and complete financial and operational information (i.e., Audited Financiai Statements): Track record

D thereto by the service provider; and Latest SEC-registered Articles of Incorporation, DTI registration, if applicable, and latest business permits.

Annex W

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

PURCHASE OF AN OPERATING BRANCH/OTHER BANKING OFFICE LIST OF DOCUMENTARY REQUIREMENTS IN THE PHILIPPINES

Application letter signed by the president of the Bank or officer of equivalent rank;

2 Certified true copy of the resolution of the Bank's board of directors authorizing the acquisition;

3 Written consent of the Philippine Deposit insurance Corporation (PDIC) in Section 21 of the PDIC Charter (R.A. No. 3591), as amended by the transfer of assets and assumption of liabilities as provided under R.A. No. 9302;

4. Certified true copy of the Memorandum of Agreement between the selling

and purchasing Banks; and

5 The reason/s or justification/s of the acquiring bank of the purchase of the

counterparty Bank's branch.

AnAx X

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

LIST OF DOCUMENTARY REQUIREMENTS REDEMPTION OF PREFERRED SHARES

T Application Jetter signed by an authorized officer of the Bank;

2 Certified true copy of the resolution of the Bank's board of directors authorizing the redemption of the preferred shares:

3 Copy of the Stock Certificate/s of the shares to be redeemed;

A Copy of the present Articles of Incorporation/Cooperation, certified by the

Securities and Exchange Commission/Cooperative Development Authority as the "faithful reproduction of the original": 5 Certification of the Corporate Secretary on the Capital Structure of the Bank (Please use Annex X-1 as template); and

6. Schedule of Stockholdings before and after redemption (Please use Annex X-2

as template).

boxes with XXX only. Pls. fill-out XXX TOTALS XXX Sub-Totals XXX E XXX XX XXX Preferred: XXX Sub-Totals XXX XXX 9 : 8 C 3 XXX XXX Common: XXX XXX # of Shares]Amount TYPE AUTHORIZED CAPiTAL STRUCTURE AS OF

XXX XX 8B8 8 *8 XXX 18888888 E XXX Amount # of Shares SUBSCRIPTION NAME OF BANK

President NOTED: Corporate Secretary CERTIFIED CORRECT: XXX XX XXX XXX & 8888 8888888888 8888888888 8888888888 2 1888888888 * XXX Amount # of Shares ! # of Shares Amount PAYMENTS BALANCE (Date of Application) Annex X

* Common or Preferred shares newly issued to replace the shares to be redeemed Totals Name of Stockholder

100.00% 2 I# of Shares # of Shares Amount ..Newly I ssued Sshares * Redemption Subscription to Stockholdings Before Schedule of Stockholdings Before and After Redemption NAME OF BANK

Amount 100.00% 1 # of Shares] Amount Redemption Stockholdings After Annex X-2

100.00%

Annex Y Page 1 of 2

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

REDENOMINATION OF FCDU LOAN/ROPA TO PESO LIST OF DOCUMENTARY REQUIREMENTS

1.Redenomination without need of prior BSP approval

A. FcDU Loan

The report on FDCU loan converted/transferred to RBU as required by item d of Section X565 of the Manual of Regulations for Banks (MORB); and

2 EFCDU/FCDU loan to be transferred to RBU without prior BSP Certification signed by the president or the officer of equivalent rank that the bank has'complied with all the requirements for an approval as enumerated under Section X565a of the MORB. The certification should state specific compliance with each requirement.

B. roPa

N The report on FDCU ROPA converted/transferred to RBU as required by item d of Section X565 of the MORB; and

2. Certification signed by the president or the officer of equivalent rank

EFCDU/FCDU ROPA to be transferred to RBU without prior BSP that the bank has complied with all the requirements for an approval as enumerated under Section X565a of the MORB. The certification should state specific compliance with each requirement.

II. Redenomination requiring prior BSP approval A. FCDU Loan

for redenomination and collateral, and the reasons/justifications for the redenomination of the said FCDU Loan: Application letter for redenomination of FCDU loan signed by the date due, outstanding loan amount, accrued interest, total amount President or the officer of equivalent rank indicating the details of the FcDU loan account as to promissory note no., date granted,

2 approval of the conversion/transfer of FCDU loan/s to RBU; Certified true copy of the resolution on the Board of Directors'

3. Letter of Borrower requesting conversion/transfer of FCDU loans to

RBU: 4 Notarized Agreement between the Bank and Borrower for the

conversion/transfer of FCDU loan;

Annex Y Page 2 of 2

5. Copy of Promissory Note of the FCDU loan; 6. Copy of Real Estate Mortgage and copy of Transfer Certificate of Title (TCT) of collateral; and 7 Copy of appraisal 'report of collateral.

B. ROPA

1 Application letter for redenomination of FCDU ROPA signed by the

foreclosure and expiry of redemption, and the reasons/justifications the FCDU ROPA account as to type of property, date and type of for the redenomination of the said FCDU ROPA; President or the officer of equivalent rank indicating the details of

2. 3 If title to the property is already in the name of the Bank, copy of the Certified true copy of the resolution on the Board of Directors' approval of the conversion/transfer of FCDU ROPA to RBU; Transfer Certificate of Title; and 4 If title to the property is still in the name of the borrower/original

owner, submit the following:

b 2 Details of the ROPA as to date of foreclosure, type of Proof of Bank's ownership of property such as Certificate of foreclosure and expiry of redemption period; and

in case of dation in payment. Sale, in case of extrajudicial foreclosure, or Deed of Dacion,

Annex Z

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

SALE OF BRANCH/OTHER BANKING OFFICE IN THE PHILIPPINES LiST OF DOCUMENTARY REQUIREMENTS

Application ietter signed by the president of the Bank or officer of equivalent rank;

2 Certified true copy of the resolution of the Bank's board of directors authorizing the sale;

3 Written consent of the Philippine Deposit Insurance Corporation (PDIC) in the transfer of assets and assumption of Jiabilities as provided under Section 21 of the PDIC Charter' (R.A. No. 3591), as amended by R.A. No. 9302

4 Certified true copy of the Memorandum of Agreement between the selling and purchasing Banks; and 5. The reason/s or justification/s of the selling bank of the sale of the Bank's brach

Annex AA

CENTRAL APPLICATIONS AND LICENSING GROUP SUPERVISION AND EXAMINATION SECTOR

VOLUNTARY CLOSURE OF BRANCHES/OTHER BANKING OFFICES LIST OF DOCUMENTARY REQUIREMENTS

Application letter signed by the President or officer of eguivalent rank; 2 Certified true copy of the resolution of the Bank's board of directors of the said branch/other banking office; and authorizing the voluntary ciosure of a branch/other banking office and stating the justifications/reasons on why the Bank is requesting the closure

3 Plan for the remaining deposits/other creditors' accounts, as well as the

staff of the branch/other banking office to be closed.