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I copy annexed, adopted on May 23. 2014 by a majority vote of the Board of Directors
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and by the vote of the stockholders owning or representing at'least two-thirds of the
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outstanding capital stock, and certified under oath by the Secretary and a majority of
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the Board of, Directors of the corporation was approved,by the Commission on this
date- purs"ntl tot1,e provision of-Section 1, of the IICorpor!!on I Cde of the
Philippines,-Batas Pambansa BIg. 68, approved on May 1, 1980 and Sec.114 of R.A.
8791:- Aicopy of ithe Certificate Ilof Increae ofl Capitall_to. I rped with the
Commission is attached hereto.
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I undertake-'business- activities I requiring a SecOl\darYi Licensefrothis 1 Colnmission
such as,=-b.ut; not limited Ito acting as: broker or dealer' in'securities,1 government
securitieseligibleldealJr (GSED), investment aaviser of-an:iilvestment company,
I c1ose-end_-oLi,open-end investment company" invesf,ni Ih'0\\,i1transf1r agent,
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plan issuer, general agent in pre-need plans and time shares/club' shares/membership
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IN 'rITNSS HEREOF, I rave hereunto ,setly han_a?.-f'iused the seal
of-this Commission to be affixed to this CertificatelatlMandaluyong City, Metro
Manila, Philippines!Jhis
If - day of Novembpt, t{ventx Fo;uIteen;-ll,
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;111,
AMENDED ARTICLES OF INCORPORATION
OF
UNION BANK OF THE PHILIPPINES
(Amended as of May 23, 2014)
KNOW ALL MEN BY THESE PRESENTS:
THAT WE, all of whom are natural born citizens and residents of the Philippines,
have
this day voluntarily associated ourselves together for the purpose of forming a
Corporation under the laws of the Republic of the Philippines.
AND WE HEREBY CERTIFY
1.
That the name of the said Corporation shall be UNION BANK OF THE .....
PHIUPPINES, INC. (As amended in the Stockholders Mt:eting held on July 31,1981);
2.
That the purposes for which said Corporation is formed are the following:
(a)
To engage in, and carry on, the general business of a commercial bank or,
subject to Central Bank approval, an expanded commercial bank.
(As
amended in the Stockholders Meeting held on January 15, 1982);
(b)
To issue mortgage and chattel mortgage certificates, buy and sell them or
accept and received them in payment or as amortization for its loans, subject
to such terms and conditions as may be prescribed by the Monetary Board.
(As amended in the Stockholders Meeting on July 31, 1981);
t .. I
"
(c)
To purchase, acquire, construct, hold, sell, lease, mortgage, exchange, convey
or otherwise dispose of real, as well as personal properties and to invest in the
equity of enterprises, subject to limitation imposed by law. (As amended in
the Stockholders Meeting held on July 31,1981);
(d)
To do and perform such acts as are necessary and incident to the purposes for
which the Corporation is organized, and such acts as are legally inherent or
granted to a commercial bank, or subject to Central Bank approval, an
expanded commercial bank, and consistent with the powers of Corporations
organized under the laws of the Republic of the Philippines. (As amended in
the Stockholders Meeting held on January 15, 1982);
(e)
To engage in, and carry on, subject to the laws of the Republic of the
Philippines, the business of a trust corporation; and to have and exercise all
powers, rights, privileges and attributes of a trust corporation in addition to the
general powers incident to a corporation.
(As amended in the Stockholders
Meeting held on March 27,1980).
3.
That the principal office of the Corporation shall be in UnionBank Plaza,
Meralco Avenue corner Onyx Street, Ortigas Center, Pasig City, Metro Manila, Philippines.
(As amended in the Stockholders Meeting held on May 26, 2006).
4.
That the term for which the Corporation is to exist shall be fifty (50) years
from and after the date of expiration of its term on August 16, 2018 or until August 16, 2068.
(As amended in the Stockholders Meeting held on May 24, 2013)
2
5.
That the names, residences and citizenships of the incorporators are as
follows:
RESIDENCE
NAME
CITIZENSHIP
Pio Pedrosa
137 Hoover St., San Juan
Filipino
Federico P. Pineda
Concepcion, Tarlac
Filipino
Remegio M. Lilles
80 Times St., Q.c.
Filipino
Federico O. Campos
15 Sunrise Hill,
Filipino
New Manila, Q.c.
Noel O. Campos
2011 A. Mabini St.
Filipino
Augusto O. Campos
36 Third St., Q.c.
Filipino
Fernando A. Pedrosa
139 Hoover St., San Juan
Filipino
6.
/
That the said Corporation shall have FIFTEEN (15) Directors, and the
names, residences and citizenship of the directors who are to serve until their successors
are duly elected and qualified as provided for in the by-Iaws of the Corporation are as
follows: (As amended in the Stockholders Meeting held on July 31, 1981).
NAME
RESIDENCE
CITIZENSHIP
Pio Pedrosa
137 Hoover St., San Juan
Filipino
Federico P. Pineda
Concepcion, Tarlac
Filipino
Edison Coseteng
48th l1'h St., Q.C.
Filipino
Remegio M. Lilles
80 Times St., Q.c.
Filipino
15 Sunrise Hill,
Filipino
Federico O. Campos
New Manila, Q.c.
7.
The authorized capital stock of the corporation shall be TWENTY THREE
BILLION ONE HUNDRED FOURTEEN MILLION TWO HUNDRED TWENTY FOUR
THOUSAND TWO HUNDRED PESOS (Php 23,114,224,200.00>.
3
,
I
I
I
Said capital stock is divided into ONE BILLION THREE HUNDRED ELEVEN
I
MILLION FOUR HUNDRED TWENTY TWO THOUSAND FOUR HUNDRED TWENTY
I
eommon shares (1,311,422,420) at par vaIue of TEN PESOS (Php 10.00) each and ONE
I
HUNDRED MILLION preferred shares 000.000.000> at par value lf ONE HUNDRED
PESOS (Php 100.00) each.
.
j
Except as may be allowed by law, the holders of preferred share
shall not be entitled
to vote at any meeting of the stockholders of the eomoration. However.!holders of preferred
I
shares shall be entitled to receive dividends prior to any dividend paymbnt to the holders of
eommon shares at such rate and intervals as may be determined by the eokoration.
The Board of Directors may fix such other terms and conditims of the preferred
shares not inconsistent with Artiele 7 of the Artieles of Ineomoration or the comoration code.
(As amended on May 23, 2014).
.
8.
That the amount of said capital stock which has been JtuallY subscribed is
I
THREE MILLION PESOS (P3,OOO,OOO.OO), and the following persons all of whom are
natural born Filipino citizens, have subscribed to the number of shares in ln amount of
I
common stock set out after their respective names:
COMMON
SHARES
NAME
Pio Pedrosa
RESIDENCE
137 Hoover St.,
SUBSCRIBED
4,300
San Juan
P
1430,000.00
10,000
1;000,000.00
48lh 11lh Street, Q.C.
7,000
1700,000.00
80 Times St., Q.e.
4,000
400,000.00
15 Sunrise Hill,
1,700
170,000.00
Federieo P. Pineda
Concepcion, Tarlae
Edison Co Seteng
Remegio M. Lilles
Federico O. Campos
AMOUNT
I
New Manila, Q.e.
4
/'.
,
Augusto O. Campos
36 Third St., Q.c.
3,300
130,000.00
Noel O. Campos
2011 A. Mabini St.
1,200
120,000.00
500
50,000.00
Manila
Fernando A. Pedrosa
139 Hoover St.,
San Juan
------------
TOTAL ..............
9.
30,000
-----------------
,
,
P 3,000,000.00
That the following persons have paid their respective subscription of common
stocks as follows:
AMOUNTPAlD
NAME
RESIDENCE
Pio Pedrosa
ON SUBSCRIPTION
137 Hoover St.,
P
430,000.00
San Juan
Federico P. Pineda .'
Concepcion, Tarlac
700,000.00
Remegio M. Lilles
80 Times St., Q.C.
400,000.00
15 Sunrise Hill,
170,000.00
/
.
Federico O. Campos
•
New Manila, Q.C.
Augusto O. Campos
36 Third St., Q.C.
130,000.00
Noel O. Campos
2011 A. Mabini St.
120,000.00 '
Manila
Fernando A. Pedrosa
139 Hoover St.,
50,000.00
San Juan
TOTAL
.
P 3,000,000.00
============
10.
That FEDERICO O. CAMPOS has been elected by the subscribers as
Treasurer of the Corporation to act as such until his successor is duly elected and qualified in
accordance with the by-laws, and that as such Treasurer he has been authorized to receive for
the Corporation and to receipt on its name for all subscriptions paid by such subscribers.
5
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MANILA
)
S. S.
BEFORE ME, a Notary Public for and in the above jurisdiction, this 15'h day of May,
1968 personally appeared:
NAME
Pio Pedrosa
RES. CERT. NO.
DATEPLACEISSUED
A-2582044
Jan. 2, 1968
Palo, Leyte
Federico P. Pineda
A-4522662
Feb.28,1968
Concepcion, Tarlac
Edison Co Seteng
A-1285
Jan. 2, 1968
Manila
Remegio M. Lilles
A-3582359
Jan. 18, 1968
Quezon City
Federico O. Campos
A-1757034
Jan. 17, 1968
Makati, Rizal
Augusto O. Campos
A-3249166
Jan. 16, 1968
Zamboanga City
Noel O. Campos
A-3786315
March 27,1968
Makati, Rizal
Fernando A. Pedrosa
A-4495409
Aprill5, 1968
Quezon City
all known to me and to me known to be natural-born Filipino citizens and to be the same
persons who executed the foregoing instruments, and they acknowledged to that the same is
their free and voluntary act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal, in the City of Manila, this 15'h day of May, 1968.
(SGD) GEMINIANO R. PINEDA
Notary Public
Unti! December 31,1968
Doc. No.
43
Page No.
30
Book No.
VIIl:
Series of 1968.
7
..
2014-1451
REPUBLIC OF THE PHILIPPINES)
PASIG CITY
) S. S.
SECRETARY'S CERTIFICATE
l, FE B. MACALINO, of IegaI age, Filipino and with office address at the 21s'
Froor, UnionBank Plaza, Meralco Avenue corner Onyx Street, Ortigas Center, Pasig
City, after having been duly sworn to in accordance with Iaw, hereby certify that:
1.
1 am the duly elected and qualified Corporate Secretary
of UNION BANK OF THE PHILIPPINES (the "Bank"), a universal
banking institution duly organized and existing under Philippine laws
with principal office address at UnionBank Plaza, Meralco Avenue
corner Onyx Street, Ortigas Center, Pasig City.
2.
As Corporate Secretary, 1 have access to the corporate
records of the Bank.
3.
According to said corporate records and to the best of my
knowledge, there is no pending action or proceeding that has been
filed or is pending before any Court involving any intracorporate
dispute or daim by any person or group against the Board of Directors,
individual director and/or corporate officers of the Bank or its duly
elected and/ or appointed directors or officers or vice versa.
OCT 2 7 2n
IN WITNESS WHEREOF, 1 have hereunto affixed my signature this __ (fay
of October 2014 at Pasig City.
FE B. MACALINo. /
Corporate Secretary
OCT 2 7 20
SUBSCRIBED AND SWORN TO before me this __ day of October 2014 at
Pasig City, affiant Fe B. Macalino, personally known to me and exhibiting to me her
SSS I.D.
No.
03-5248240-2 bearing her photograph and genuine signature as
competent evidence of identity in accordance with the 2004 Rules on Notarial
Practice.
Doc. No. _00_6__
Page No. _6__
Book No. )(,.11..
Series of 2014.
MIGUELNAL
NOlarypuo;,çagu;g.
San JU3n and Pateras
Commission Expires on December 31, 2014
IBP No. 908820/12-07,,2
PTR No. 7707515/03-01-12 PaSls
Roll of Attorneys No.25837
Ap!=lOintment No. 056 (2013-2014
21/F Union Bank PJaza
MeralooAve., cor. Onyx SL, PasigC.ty
"
DIREeTORS' CERTIFICATE OF AMENDMENT( "
OF UNION BANK OF THE PHILIPPIN?"
.
' .
ARTICLES OF INCORPORATION' ';.".: .1IJ' tl-( .
(0." ..
WE, the undersigned, constituting a majority of the:ein1S'êr" of
Board of Directors, the Chairman and the Secretary of th'eIR. '" "',. dEWs"
meeting of UNION BANK OF THE PHILIPPINES ("UnionBank"), a
banking institution duly organized and existing under Philippine la
ivers
,
th
principal office at UnionBank Plaza, Meralco Avenue corner Onyx and Sapphire
Streets, Ortigas Center, Pasig City do hereby certify that the attached copy of
the Amended Articles of Incorporation of UnionBank is a true and correct copy
thereof, and that the amendment indicated in the said Amended Articles of
Incorporation
was
approved
and
endorsed
for
stockholders
approval
by
majority of the members of the Board of Directors at a meeting held on May 23,
2014, at which meeting a quorum was present and acted throughout, and
subsequently ratified,
approved,
and
adopted by the
stockholders owning
and/or representingat least twothirds (2/3) of the outstanding capital stock of
UnionBank at the Annual Stockholders' meeting held on May 23, 2014, at
which meeting a quorum was present and acted throughout.
The subject amendment to the Articles of Incorporation of Union Bank is
as follows:
"7.
The
authorized
capital
stock
of
the
corporation shall be TWENTY THREE BILLION ONE
HUNDRED
FOURTEEN
MILLION, TWO
HUNDRED
TWENTY FOUR THOUSAND TWO HUNDRED PESOS
(Php 23,114,224,200.00)."
"Said capital stock is divided into ONE BILLION
THREE
HUNDRED
HUNDRED
ELEVEN
TWENTY
TWO
MILLION
FOUR
THOUAND
FOUR
HUNDRED TWENTY common shares (1,311,422,420)
at par value of TEN PESOS (Php 10.00) each and ONE
HUNDRED MILLION preferred shares (100,000,000) at
par value of ONE HUNDRED PESOS (Php 100.00)
each."
"Except as may be allowed by law, the holders of
preferred shares shall not be entitled to vote at any
meeting
of
the
stockholders
of
the
corporation.
However, holders of preferred shares shall be entitled
to receive dividends prior to any dividend payment to
the
holders
of common'
shares
at
such
rate
and
intervals as may be determined by the corporation."
"The
Board
of Directors
terms and conditions of the
inconsistent with Article
7
may
fix
such
other
preferred shares not
of the
Articles
of
,
,
.
, ..
,
'
l1.AV 2 3 20lr
IN WITNES8 WHEREOF, we have hereunto set our hands this __ day
of May 2014 at Pasig City, Phi'
ines.
M. VICENTE R. AYLLON
Vice Chairman
TIN No. 12
-034-938
MR. E
1. ABOITIZ
Direc
r
TIN No. 103-71
62
,.
M
EN . PARADIE8
tor
3-715\1854
MR. IRNAD
Director
MR. 8
N M. ABOITIZ
Di
ctor
TIN No. 103-715-641
,
\
/,
MR. EMILIO 8. DE
08, JR.
Z
M8. ELIZA BETTINA R. ANTONINO
Director
Director
TINNo.115-321-434
TIN No. 209-291-981
SSS I.D. No. 03-3500485-2
SSS I.D. No. 33-70030655
MR. . BRAUN, JR.
Director
R;-OMR. C
Dire
MR. REYNATO 8.
Director
TIN No. 108-791-850
TIN No. 118-014-622
SSS I.D. No. 03-1265566-4
SSS I.D. No. 09-3167:;60-1
"\ "
J'
•
,
".' t
o'
ATTY. FE B. MACALINO
Secretary of the Meeting
TIN No. 123-094-882
SSS LO. No. 03-5248240-2
iAY 23'01'
SUBSCRIBED AND SWORN TO before me thIS _.'_ ãay of May 2014 at
Pasig City, affiants exhibiting to me their respective Tax Identification
NumbersfSSS LO. Numbers as set forth above.
Doc. No. :I"d
Page No. 53
Book No. _VI_
Series of 2014.
EUG­
ftiotary ublit tor Pasig.
san Juan and Pateros.
Commission Expires DecEmber 3'.1014
IBP No. 918081/1-18-'3
PTIl No. 778840'1 28-'3IQuezon eity
RoU of AttomeY' No. 1+436
I\ppointment No. 12 (2013.2014)
111Ft Unlon Bank Plaza
"'el<o Ave. <or, Onyx SL, PaslS CItY
UnionBank Plau
Meralco AveDue cor. OOy:l &
Sapphire Roads. Ortigas Center
Pasig City 1605
Tel.: (632) 661 6388
Fax: (632) 636 6289
www.:unionbanlr.ph.com
October 27, 2014
SECURITIES & EXCHANGE COMMISSION
SEC Building, EDSA, Greenhills
Mandaluyong City
ATIN.:
ATIY. FERDINAND B. SALES
Actlng Dlrector/Corporate Reglstratlon
and Monitoring Department
Gentlemen:
We respectfully seek your approval of the amendment of the Articles of Incorporation
(Page 3, Item 7) of Union Bank of the Philippines ("UnionBank") adopled on May 23, 2014, 10
increase its authorized capital slock from P6,700,OOO,000.00 10 P23,114,224,200.00.
Attached herewh are the following documents in support of the aforesaid amendment:
a.
Amended Articles of Incorporation;
b.
c.
d.
e.
f.
g.
Current Articles of Incorporalion;
Directors' Certificale of Amendmenl of UnionBank's Articles of Incorporalion;
Certificate of Increase in Capital Stock;
Treasurer's Sworn Slalement;
BSP approval of the Stock and Cash Dividends Deciaration;
Secrelary's Certificale No. 2014-580 allesling Board of Direclors' and
Slockholders' approval of lhe amendmenls 10 lhe Articles of Incorporalion;
Secrelary's Certificale No. 2014-940 attesting Board of Directors approval of
increase in capital thru stock dividend;
Secrelary's Certificale No. 2014-869 allesling Slockholders' approval of increase
in cap1 thru slock dividend;
h.
i.
j.
Secrelary's
Certificate
No.
2014-1451
attesting
no
pending
case
of
intra­
corporate dispule;
k.
Secrelary's Certificate No. 2014-1461 attesting subscribed and paid-up shares
as of October 24, 2014 with their nationalities; and
I.
General Information Sheet for lhe year 2014.
In support of lhe instant request, we are lransmitting herewilh lhe Certificate of Authority
issued by the Bangko Sentral ng Pilipinas (BSP) thru s Managing Director of Supervision and
Examination Subsector III dated October 14, 2014, stamped wh the BSP seal, approving the
sUbject amendment to the Articles of Incorporalion of UnionBank.
Thank you for your usual prompt action on this request.
V,.'ru">""".
ATIY. FE B. MACALlNO
Senior Vice President.
Corporate Secretary &
General Counsel
---_.------_.... _ ...
r-----.- ..._- -_....._-