2011 Annual Report Financial Supplements - BDO

NOTES TOFINANCIAL STATEMENTSDECEMBER 31, 2011, 2010 AND 2009(Amounts in Millions of Philippine Pesos, Except Per Share Data or As Indicated)The history of shares issuances from the initial public offering (IPO) and subsequently,private placements exempt from registration pursuant to Section 10.1 of the SecuritiesRegulation Code, is as follows:Transaction Subscriber Issue DateNumber of SharesIssuedIPO VariousMay 21, 2002 908,189,550Private placement International FinanceCorporation (IFC) June 21, 2005 31,403,592Private placement UOBPFebruary 8, 2006 22,429,906BDO-EPCIB Merger BDO-EPCIB Merger May 31, 2007 1,308,606,021Private placementPrivate placementIFCGE Capital InternationalHoldings Corporation(GE Capital)August 23, 2007August 20, 200931,403,59237,735,849Private placement Multi Realty DevelopmentCorporation April 23, 2010 107,320,482Private placement IFCApril 26, 2010 24,033,253Private placement IFC Capitalization(Equity) Fund, L.P.(IFC Equity Fund) April 26, 2010 136,315,6622,607,437,907As of December 31, 2011, there are 13,517 holders of the listed shares equivalent to 100% ofthe Parent Bank’s total outstanding shares. Such listed shares closed at P59 per share as ofDecember 29, 2011.On March 19, 2010, the Bank’s BOD approved a capital raising program that would allow theBank to raise between US$250 million to US$300 million worth of common shares, with theIFC and the IFC Equity Fund, as anchor investors. Subsequently, on April 26, 2010, the Bankissued 24,033,253 shares to the IFC and 136,315,662 shares to the IFC Capitalization Fund atP41.50 per share for a total subscription price of P997 and P5,657, respectively. Foreigninstitutional investors participated in this capital raising through a top-up offering, resulting inthe issuance of an additional 107,320,482 common shares at the same offer price. The Bankwas able to raise a total of P10,994 from this capital raising exercise.In 2009, the Parent Bank issued to GE Capital 37,735,849 common shares worth P377 in linewith the latter’s strategic investment in the Parent Bank (see Note 26.02).On August 30, 2008, the BOD approved the issuance of up to 500,000,000 perpetual, voting,non-cumulative, convertible, non-participating, peso-denominated Series A preferred sharesqualifying as Tier 1 capital of BDO Unibank Group. The conversion right is at the option ofthe holder after three years from the issue date or at the option of BDO Unibank Group atany time after issue date upon the occurrence of certain trigger events such as: (i) a change intax status of the preferred shares; or, (ii) the preferred shares do not qualify as Tier 1 capital ofBDO Unibank Group as determined by the BSP or other applicable laws and regulations.Dividend rate is at 6.5% per annum of the par value. Subsequently, on September 30, 2008,the Parent Bank issued 500,000,000 preferred shares at P10 per share or a total value ofP5,000.