FAQ: BDO Sponsored Level 1 American Depositary Receipt (ADR)

An ADR is a negotiable US dollar-denominated certificate representing ownership of shares in a non-US company. Holders of ADRs receive dividends in US dollars and have the right to vote on shareholders’ resolutions, at the Company’s discretion.

The term ADR and ADS (American Depositary Shares) are often used interchangeably. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by US investors.

In a sponsored Level 1 ADR program, the ADRs are not listed on a US stock exchange, but are traded in the US Over-the-Counter (OTC) market, mainly on the Pink Sheets electronic market.

An ADR ratio is the relationship between the number of ADRs and the number of underlying ordinary shares it represents.

U.S. investors may prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to U.S. market conventions. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information.

ADR issuers are typically large multinational corporations. Any non-U.S. company seeking to raise capital in the U.S. or increase their base of U.S. investors can issue ADRs.

BDO established this program to provide flexibility for U.S. investors to trade BDO common shares in their time zone and settle their transactions locally. As well, the program intends to tap the pool of U.S. ADR investors, enhance the Bank’s visibility and global presence, and diversify and broaden the Bank’s shareholder base.

The Bank launched its Sponsored Level 1 ADR Program on 18 April 2013.

The Bank appointed Deutsche Bank Trust Company Americas (Deutsche Bank) as the depositary bank for the BDO ADR facility.

As depositary bank, Deutsche Bank performs the following roles for ADR holders, as further detailed in the Deposit Agreement:

• • Records and maintains the register of ADR holders;
• • Acts as the stock transfer agent;
• • Distributes dividends in U.S. dollars;
• • Facilitates the voting process and the exercise of the voting rights of ADR
    holders at any Company General Meeting if permitted by the Company
    and the Depositary Agreement;
• • Issues and cancels BDO Unibank American Depositary Receipts (ADRs);

    and
• • Distributes Company circulars and General Meeting (including Annual
    General Meeting) documentation

BDO Unibank ADRs are traded in the Pink Sheets Electronic OTC (over the counter) market.

You can refer to http://www.pinksheets.com.

The ADR ratio is 10:1, i.e., each BDO Unibank ADR represents ten (10) underlying BDO Unibank ordinary shares deposited with the depositary bank, and carry the rights attached to them as detailed in the Depositary Agreement.

Following are the Bank’s ADR details:

• Structure: Sponsored Level 1 ADR

• DR/Ticker Symbol: BDOUY

• CUSIP: 05537Y304

• DR Exchange: OTC

• Ratio (ORD:DR) 10:1

• Depositary: DB (Sponsored)

• DR ISIN: US05537Y3045

• ORD SEDOL: B5VJH76

• ORD ISIN: PHY077751022

Converting ordinary shares into ADRs must be done through a broker investment advisor or through Deutsche Bank Trust Company Americas.

You can contact Deutsche Bank broker services desk on +1 212 250 9100 or +44 207 547 6500.

A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of record.

A beneficial holder is one whose holdings are registered in a name other than their own, such as in the name of a broker, bank or nominee.

For those holders who are not registered because their ADSs are held through a ‘Street name’ (nominee account), their nominee will receive Company documents from time to time from Deutsche Bank to distribute to ADR holders. Said holders also need to make arrangements with their nominee if they wish to receive such documents and to be able to exercise their vote through the depositary bank at General Meetings.

If you do not hold ADRs via a broker, bank or nominee, you may write, send an email, or call our transfer agent:

Postal Address: Deutsche Bank Shareholder Services
                           American Stock Transfer & Trust Company
                           Peck Slip Station
                           P.O. Box 2050
                           New York, NY 10272-2050
                           
                           Contact Numbers: Toll-free: +1 866 706 0509
                                                         Direct Dial: +1 718 921 8137

If you are a registered holder, please use the Direct Dividend Deposit Authorization Agreement on AST’s website:

http://www.amstock.com/shareholder/gdd.pdf

If you have not received or lost your dividend check, please contact Deutsche Bank Shareholder Services through any of the following:

Deutsche Bank Shareholder Services
American Stock Transfer & Trust Co., LLC
59 Maiden Lane
New York, NY 10038

Contact Numbers: Toll-free: +1 866 706 0509
                              Direct Dial: +1 718 921 8137

For dividend and corporate action information, please visit:

https://www.bdo.com.ph/investor-relations/market-capital-highlights for BDO dividend history

https://www.bdo.com.ph/investor-relations/official-disclosures for BDO official disclosures

http://www.adr.db.com. Search for BDO Unibank and under Company Public View section, select Corporate Actions Calendar.

Alternatively, you may contact:

Deutsche Bank Trust Company Americas Shareholder Services:
Toll-free number: +1 866 706 0509
Direct Dial: +1 718 921 8137

Information about the Bank is widely available on BDO Unibank’s website:

https://www.bdo.com.ph/personal

Investors can request to be included in the distribution list to receive quarterly and annual reports, official disclosures, and press releases by sending an e-mail to Investor Relations:

Trading information is readily available on the Pink Sheets website and our depository bank’s website:

https://adr.db.com

ADR holders may write, send an email, or call the Depositary Bank through the following:

Postal Address:

Deutsche Bank Shareholder Services
American Stock Transfer & Trust Company
Peck Slip Station
P.O. Box 2050
New York, NY 10272-2050

Contact Numbers: Toll-free: +1 866 706 0509
                              Direct Dial: +1 718 921 8137

ADR brokers and institutional investors may directly contact Deutsche Bank ADR Broker Desk New York or London:

DB Broker Services Desk US Tel: + 1 212 250 9100
DB Broker Services Desk UK Tel: +44 207 547 6500