___REPUBLICOF THEPHILIPPINES "SECURITIES AND EXCHANGE COMMISSION _ Sls ey sla He NIE 8 fe common shares of the par value - of P10.00 each and 60,000 00 5 prefened Asshares. dealer a value of P10.00 each, to ‘P54,600,000,000.00 ue into 5 500,000,000 « ere shares of the Par F value th ae | outstanding capital stock at a meeting held on January 17,2023 certified toby the rll Cer Flats oe ee Ih Si kee arangay Bel-Air, Makati City, 1208, Metro day of December, Twenty Twenty Three, iREPUBLIC OF THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION ‘The SEC Headquarters 7807 Makati Avenue, Salcedo Village Barangay Bel-Air, Makati City, 1209, Metro Manila COMPANY REG. NO. PW-121 CERTIFICATE OF FILING OF AMENDED ARTICLES OF INCORPORATION KNOW ALL PERSONS BY THESE PRESENTS: THIS IS TO CERTIFY that the amended articles of incorporation of the BANK OF THE PHILIPPINE ISLANDS (Amending Article VII thereof) copy annexed, adopted on September 30, 2022 by a majority vote of the Board of, Directors and on January 17, 2023 by the vote of the stockholders owning or representing at least two-thirds of the outstanding capital stock, and certified under oath by the Secretary and a majority of the Board of Directors of the corporation was approved by the Commission on this date pursuant to the provision of Section 15 of, the Revised Corporation Code of the Philippines, Republic Act No. 11232, which took effect on February 23, 2019 and copies thereof are filed with the Commission, Unless this corporation obtains or already has obtained the appropriate Secondary License from this Commission, this Certificate does not authorize it to undertake business activities requiring a Secondary License from this Commission such as, but not limited to acting as: broker or dealer in securities, government securities eligible dealer (GSED), investment adviser of an investment company, close-end or open-end investment company, investment house, transfer agent, commodity/financial futures exchange/broker/merchant, financing company, pre- need plan issuer, general agent in pre-need plans and time shares/club shares/membership certificates issuers or selling agents thereof. Neither does this Certificate constitute as permit to undertake activities for which other government agencies require a license or permit. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of this Commission to be affixed to this Certificate at ‘The SEC Headquarters, 7907 Makati Avenue, Salcedo Village, Barangay Bel-Air, Makati City, 1209, Metro Manila, Philippines, this_24 day of December, Twenty Twenty Three. ' GERARDO FE. DEL ROSARIO Directbr Company Registration ang Monitoring Department AGC ooAMENDED ARTICLES OF INCORPORATION OF THE BANK OF PHILIPPINES ISLANDS KNOW ALL MEN BY THESE PRESENTS: That we, a majority of whom are citizens of the Philippines, have this day voluntarily associated ourselves together for the purpose of forming a banking corporation under the laws of the Philippines: AND WE HEREBY CERTIFY: FIRST, - That the name of said corporation in English shall be "BANK OF THE PHILIPPINE ISLANDS: and in Spanish "BANCO DE LAS ISLAS FILIPINAS" SECOND.- That the purposes for which said corporation is formed are to operate under an expanded commercial banking authority, as well as to engage in and carry on the business of a trust company and to conduct such other business as is now or may hereafter be allowed by law; and by virtue thereof, to possess and exercise the powers, rights, privileges and attributes of a commercial bank with expanded commercial banking authority and a trust company, as provided by law. (As amended on August 22, 1974 and July 28, 1982) THIRD.- That the place where the principal office of the Corporation is to be established or located is at BPI Building, 6768 Ayala Avenue, corner Paseo de Roxas, Barangay San Lorenzo, Makati City, Philippines, but branches of the Bank may be established in the Philippines or outside the Philippines in accordance with law. (As amended on May 31, 1974 and March 19, 2014) FOURTH.- That the term for which said Corporation is to exist is FIFTY (50) years from the date of incorporation and is hereby extended for another FIFTY (50) years from January 4, 1993, the expiry date of its original term. (As amended on March 10, 1992). FIFTH. - ‘That names and residences of the Incorporators of said Corporation are as follows: Names Residence Mr. Pedro J. Campos - Manila, P.lMr. Rafael Moreno - Manila, P.1 Mr. Santiago Freixas - Manila, P.1 Mr. Luis Ablaza : Manila, P.L Mr. Jose Araneta - Manila, P.1 Mr. Lorenzo Correa - Manila, P.1 Mr. Gabriel La 0 - Manila, P.1 Mr. Manuel Elizalde - Manila, P.l. Mr. Jose de Leon ¥ Joven, : Manila, P.l. Mr. Manuel Perez Rosales - Manila, P.l. Mr. Enrique Zobel : Manila, Pt SIXTH. - That the number of directors of the Corporation shall be fifteen (15) (as amended on January 14, 1974), and the names and residences of the directors who are to serve Until their successors are elected and qualified, as provided by the By-Laws, are as follows: Names Residence Mr. Pedro J. Campos : Manila, P.L Mr. Santiago Freixas - Manila, P.1 Mr. Rafael Moreno : Manila, P.1. Mr. Luis Ablaza - Manila, P.1 Mr. Jose Araneta : Manila, P.1 Mr. Lorenzo Correa - Manila, P.1 Mr. Gabriel La 0 - Manila, P.1 Mr. Manuel Elizalde - Manila, P.1 Mr. Enrique Zobel Manila, P.1 Mr. Jose de Leon Y Joven : Manila, P.l. Mr. Manuel Perez Rosales : Manila, P.1. (The above-named are the incorporating directors of this Corporation) SEVENTH. - That the Capital Stock of the Corporation is Fifty Four Billion Six Hundred Million Pesos (P54,600,000,000.90) divided into: (As amended by the stackholders on January 17, 2023) -‘Common Stock consisting of Five Billion Four Hundred Million (5 400,000,000) shares with. a par value of Ten Pesos (P10.00) per share over which the following shares shall have no pre-emptive rights: (a) not more than three percent (3%) set aside for employee stock incentive plans such as an Executive Stock Option Plan and a Stock Purchase Plan for Employees and Officers of BPI and its Subsidiaries, and (b) Four Hundred Six Million One Hundred Seventy-Nine Thousand Two Hundred Seventy-Six (406,179,276) treasury shares which shall be disposed in accordance with Republic Act No. 8791, otherwise known as the General Banking Law of 2000, including any amendment or revision thereof; and (As amended by the stockholders on January 17, 2023, Preferred Stock consisting of Sixty Million (60,000,000) Preferred “A” shares with a par value of Ten Pesos (P10.00) per share. ‘The Common shares shall, at the option of the holder thereof, be convertible to Preferred "A" shares up to the extent of the available unissued Preferred "A" shares of the Corporation and upon the following conditions: (a) b) The holder of Common share(s) desiring to avail of the option for conversion shall surrender, duly endorsed, the stock certificate(s) covering the shares) to be converted to the Corporate Secretary of the Corporation together with the holder's written instruction to the Corporate Secretary to convert the Common shares into Preferred "A" shares. Upon receipt by the Corporate Secretary of the stock certificate(s) covering the Common share(s) and the holder's written instruction for conversion, the Corporate Secretary shall cancel or cause to be cancelled the said stock certificate(s) and issue or cause to be issued to the holder the covering stack certificate(s} for such number of Preferred “A" shares as. shall be equal to the number of Common shares surrendered. The Preferred “A” shares shall be non-voting except in those cases expressly provided by law. Preferred “A” shares shall have the same rights and privileges as the Common shares in the payment of dividends and the distribution of the assets of the Corporation. Preferred “A” shares shall have pre-emptive rights with respect to additional issues of Preferred “A” shares of the Corporation, convertible into Common shares upon the following conditior fa) ‘The Preferred “A” shares of the stock shall, at the option of the holder thereof, be The holder of Preferred “A” share(s) desiring to avail of the option for conversion shall surrender, duly endorsed, the stock certificate(s) covering the share(s) to be converted to the Corporate Secretary of the Corporation together with the holder's written instruction to the Corporate Secretary to convert the Preferred ”A” shares into Common shares.{b) Upon receipt by the Corporate Secretary of the stock certificate(s) covering the Preferred “A” shares and the holder's written instruction for conversion, the Corporate Secretary shall cancel or cause to be cancelled the said stock certificate(s) and issue or cause to be issued to the holder the covering stock certificate(s) for such number of Common shares as shall be equal to the number of Preferred “A” shares surrendered. (As amended on April 14, 1998) EIGHT.- That the amount of said Capital Stock which has been actually subscribed Is SIX MILLION SEVEN HUNDRED FIFTY-ONE THOUSAND ONE HUNDRED PESOS (P6,751,100.00), and the following persons have subscribed for the number of shares and amount of capital stock set out after their respective names, and have paid on the shares of the capital stock for which they have subscribed the amounts set out as follows: No. of Shares ‘Amount of Amount of Subscribed Subscription Subscription Paid 1. Pedro J. Campos 1 P 100.00 P — 100.00 2. Santiago Freixas 1 100.00 100.00 3. Rafael Moreno 1 100.00 100.00 4, Luis Ablaza 1 100.00 100.00 5, Jose Araneta 1 100.00 100.00 6, Lorenzo Correa 1 100.00 100.00 7. Gabriel La 0 1 100.00 100.00 8, Manuel Elizalde 1 100.00 100.00 9. Jose de Leon Y Joven 1 100.00 100.00 10. Manuel Perez Rosales 1 100.00 100.00 11, Enrique Zobel 1 100.00 100.00 12, Bank of the Philippine Islands under act No, 1790 as amended 67,500 6,750,000.00 _6,750,000.00 Total 67,511 6,751,100.00 _P6,751,100.00 NINTH.- That Mr, Santiago Freixas 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 in his name for all subscribers paid in by said subscribers. IN WITNESS WHEREOF, we have hereunto set our hands at Manila, Philippines, on this 4th day of January 1943,(Sgd.) PEDRO J. CAMPOS (Sgd.) SANTIAGO FREIKAS (Sed.) RAFAEL MORENO (Sgd.) LUIS ABLAZA (Sgd.) JOSE ARANETA (Sgd.) LORENZO CORREA (Sed.) GABRIEL LAO (Sed.) MANUEL ELIZALDE (Sgd.) JOSE DE LEON Y JOVEN (Sed.) MANUEL PEREZ ROSALES (Sed.) ENRIQUE ZOBEL SIGNED IN THE PRESENCE OF: (Sgd.) ANTONIO L. PREYSLER (Sgd.) BENITO BLANCO PHILIPPINE EXECUTIVE COMMISSION CITY OF MANILA On this 4th day of January 1943, in the City of Manila, before me, the undersigned, a Notary Public in and for the City of Manila, personally appeared Messrs. Pedro J. Campos, with residence Certificate No. A-3700046, issued at manila on 19th day of October 1942; Santiago Freixas, with Residence Certificate No. A-3700044, issued at Manila on the 19th day of October 1942; Rafael Moreno, with Residence Certificate No. A-3700045, issued at Manila on the 19th day of October 1942; Luis Ablaza, with Residence Certificate No. A- 4120201, issued at Manila on the 31st day of October 1942; Jose Araneta, with Residence Certificate No. A-4102865, issued at Manila on the 18th day of October 1942; Lorenzo Correa, with Residence Certificate No, A- 3687501, issued at Manila on the 19th day of September 1942; Gabriela Lao, with Residence Certificate No. A-3690737 issued at Manila on the 2th day of September 1942; Manuel Elizalde, with Residence Certificate No. A- 4081631, issued at Manila on the 9th day of November 1942; Jose de Leon Y Joven, with Residence Certificate No. 4087203, issued at Manila on the 31st day of December 1942; Manuel Perez Rosales, with Residence Certificate No. A-3687561, issued atManila on the 19th day of September 1942; and Enrique Zobel, with Residence Certificate No. A- 2728389, Issued at Manila on the 6th day of October 1942, known to me and to me known to be the same persons who signed and executed the foregoing document and acknowledged the same to be their free and voluntary act and deed. IN TESTIMONY WHEREOF, | have hereunto set my hand and affixed my notarial seal the day and year last above written. (Sed) ENRIQUE Q. JABILE Doc. No. 1 ‘Notary Public PageNo. 75 ‘My Commission expires on BookNo. IV December 31, 1943 Series of 1943. AFFIDAVIT PHILIPPINE EXECUTIVE COMMISSION CITY OF MANILA ‘The undersigned, after having been duly sworn in conformity with law, depose and say: That they are the incorporators of the above-mentioned Corporation the principal domicile or office of which is the City of Manila, Philippines; That no less than FIVE HUNDRED THOUSAND PESOS (P500,000.00) of the capital stock of the said Corporation has been paid in (Sgd.} PEDRO J. CAMPOS (Sgd.) SANTIAGO FREIXAS (Sgd.) RAFAEL MORENO (Sgd.) LUIS ABLAZA (Sgd.) JOSE ARANETA (Sgd.} LORENZO CORREA (Sgd.) GABRIEL LA 0 (Sgd.) MANUEL ELIZALDE(Sgd.) JOSE DE LEON Y JOVEN (Sgd.) MANUEL PEREZ ROSALES {Sgd.) ENRIQUE ZOBEL ‘SUBSCRIBED AND SWORN TO before me in the City of Manila, Philippines, this 4th day of January 1943, by Messrs. Pedro J. Campos, Santiago Freixas, Rafael Moreno, Luis Ablaza, Jose Araneta, Lorenzo Correa, Gabriel La 0, Manuel Elizalde, Jose de Leon Y Joven, Manuel Perez Rosales and Enrique Zobel, whose respective Residence Certificate already appear in the foregoing acknowledgment. Doe. No. 2 (Sgd.) ENRIQUE Q. JABILE Notary Public PageNo, 75 My Commision expires on BookNo. IV December 31,1543 Series of 1943. CITY OF MANILA PHILIPPINES SANTIAGO FREIXAS, being duly sworn, deposes and says: That on the 4th day of January 1943, he was duly elected by the subscribers named in the foregoing Articles of Incorporation as Treasurer of the Corporation to act as such until his successor has been duly elected and qualified in accordance with the By-Laws of the Corporation, ‘and that as such Treasurer he has been authorized by the subscribers to receive for the Corporation all subscriptions paid in by subscribers for the capital stock. That 67,511 shares have been actually subscribed and that the subscription, 37,463,490.66 in cash and property have been actually transferred to him for the subscription of the Bank of the Philippine Islands (Act. No. 1790 as amended and Executive Order No. 111 of the Chairman of the Philippine Executive Commission, dated December 14, 1942) and received by him for the benefit and to the credit of the Corporation against which there are outstanding liabilities and contingent reserves of 28,846.99, which liabilities and reserves the Corporation assumes, thereby leaving a net equity at a fair value of not less than P6,750,000.00, which net equity is carried in the books of the bank under the caption of Capital Stock, P6,750,000.00, Surplus, P1,687,500.00 and Undivided Profits, P179,503.67; such cash and property, liabilities and contingent reserves being those more specifically described in the Balance Sheet which is attached hereto as Appendix “A” and made a part hereof,‘That on the subscription of the following subscribers: Pedro Campos, Santiago Freixas, Rafael Moreno, Luis Ablaza, Jose Araneta, Lorenzo Correa, Gabriel La 0, Manuel Elizalde, Jose de Leon ¥ Joven, Manuel Perez Rosales, and Enrique Zobel, the amount of ONE THOUSAND ONE HUNDRED PESOS (P1,000.00) in cash has been actually transferred to him in trust and received by him for the benefit and to the credit of the Corporation. That at least twenty per centum (20%) of the entire number of shares capital stock has been subscribed and at least twenty-five per centum (25%) of the subscription has been actually paid to him, or that the cash and property described in the attached Balance Sheet and the additional cash of P1,100.00 paid by the above-mentioned individual subscribers constituting a fair value of more than twenty-five per centum (25%) of the subscription, has been actually transferred to him in trust and received by him for the benefit and to the credit of the Corporation, (Sgd.) SANTIAGO FREIXAS Subscribed and sworn to before me in the City of Manila, Philippines, this 4th day of January 1943, by Mr. Santiago Freixas, who exhibited to me his Residence Certificate No. A~ 3700044 issued at Manila on the 19th day of October 1942. Doc.No. 3 (Sed) ENRIQUE Q.JABILE Notary Public PageNo, 75 My Commission expires on BookNo. IV December 31, 1943 Series of 1943,