2011 Annual Report Financial Supplements - BDO

19.04 Issuance of Global Depositary Receipts by PrimebridgeOn various dates in 2006, Primebridge Holdings, Inc. (Primebridge), a stockholder owning22.1% of the Parent Bank’s total outstanding shares as of December 31, 2005, offered andsold in aggregate 9,399,700 global depositary receipts (GDRs) with each GDR representing 20shares of the Parent Bank’s common stock.The GDRs constitute an offering in the United States only to qualified institutional buyers inreliance on Rule 144A under the US Securities Act of 1993 (the Securities Act) and an offeringoutside the United States in reliance on Regulation under the Securities Act. The offeredprice for each GDR was US$12.70 on January 25, 2006 and February 14, 2006; and US$14.55on May 15, 2006. The GDRs are listed and are being traded at the London Stock Exchange.As part of the offering, Primebridge, while remaining as the registered holder of the BDOUnibank Group shares underlying the GDRs, transferred all rights and interests in the Bank’sshares underlying the GDRs to the depository on behalf of the holders of the GDRs and thelatter are entitled to receive dividends paid on the shares. However, GDR holders have novoting rights or other direct rights of a shareholder with respect to the Parent Bank’s shares.As of December 31, 2006, 4,724,214 GDRs issued, covering shares originally held byPrimebridge, were converted into 94,484,280 shares of the Parent Bank. As ofDecember 31, 2011 and 2010, 9,600 GDRs equivalent to 192,000 shares of the Parent Bankremained unconverted.19.05 Reclassification of Authorized Capital StockOn April 25, 2009 and May 29, 2009, the BOD and stockholders approved the reclassificationin the Parent Bank’s authorized capital stock of 1,000,000,000 unissued common shares into1,000,000,000 Series A preferred shares without affecting the features of unissued shares ofthe Parent Bank, both common and preferred, and without modifying the rights of currentstockholders. On March 8, 2010, the SEC approved the Parent Bank's Amended Articles ofIncorporation to implement the reclassification.19.06 Surplus FreeOn May 27, 2011, the BOD of the Parent Bank approved the declaration of annual cashdividends amounting to P1.00 per common share or a total of P2,607 payable to stockholdersof record as of August 16, 2011. The cash dividends were approved by the BSP onJune 23, 2011 and were paid to the stockholders on August 26, 2011.On January 29, 2011, the BOD of the Parent Bank approved the declaration of annualdividends on peso denominated preferred shares at the rate of 6.5% per annum for a totaldividend of P330. The declaration was approved by BSP on March 3, 2011 and was paid onMarch 15, 2011.On May 28, 2010, the BOD of the Parent Bank approved the declaration of annual cashdividends amounting to P0.80 per common share or a total of P2,085 payable to stockholdersof record as of August 17, 2010. The cash dividends were approved by BSP on July 1, 2010and were paid to the stockholders on August 27, 2010.On January 9, 2010, the BOD approved the declaration of annual cash dividends on pesodenominated preferred shares at the rate of 6.5% per annum amounting to P330. Thedeclaration was approved by BSP on February 19, 2010 and was paid on March 19, 2010.www.bdo.com.ph 119