Asia United Bank Corp.: Implementing Guidelines for Reservation and Allocation of Shares Through the Exchange

May 3, 2013 PSE MEMORANDUM NO. LA IPO-0171-13 TO : The Trading Participants SUBJECT : Asia United Bank Corporation Implementing Guidelines for the Reservation and Allocation of Asia United Bank Corporation's Shares Through the Exchange Attached as Annex "A" is the Implementing Guidelines for the Reservation and Allocation of Asia United Bank Corporation ("AUB" or the "Bank") Common Shares ("Offer Shares") through the Exchange which will be used in the forthcoming initial public offering of the Bank's shares through the Trading Participants of the Exchange. The Sales Reports, Application Forms, Supporting Documents and Check Payments covering the entire number of shares indicated in the Undertaking to Purchase Shares of Stock of the Bank ("Undertaking") should be delivered no later than 12:00 noon on Tuesday, May 14, 2013 to the authorized representatives of Stock Transfer Service, Inc. (the "Receiving Agent"), who will be stationed at the Ayala and Pasig trading floors. Relative thereto, a copy of the detailed procedures to be undertaken by the Exchange and the Trading Participants is likewise attached as Annex "B" for your reference. Further, the format for the Undertaking is attached as Annex "C". If previously NOT submitted to the Exchange, the concerned Trading Participant shall attach to the Undertaking four (4) original copies of the Proof of Authority to Sign of the authorized signatory(ies) of the Trading Participant, which shall be in the form of a sworn Corporate Secretary's Certificate containing the Board of Directors' Resolution of the Trading Participant, confirming the authority of the persons designated therein to sign and execute papers or documents for and on behalf of the Trading Participant, and the specimen signature(s) of such authorized signatory(ies). TADaES Trading Participants shall strictly observe the terms of the said guidelines, which will facilitate a fair and orderly distribution of the Offer Shares. In case of failure by the Trading Participants to comply with the Undertaking, the Exchange will take appropriate action. For your information and guidance. (SGD.) J.V. B. ZUO III OIC, Listings Department Noted by: (SGD.) MARSHA M. RESURRECCION Head, Issuer Regulation Division ANNEX A IMPLEMENTING GUIDELINES FOR THE RESERVATION AND ALLOCATION OF ASIA UNITED BANK CORPORATION ("AUB") COMMON SHARES FOR ITS INITIAL PUBLIC OFFERING THROUGH THE PHILIPPINE STOCK EXCHANGE, INC. These Guidelines supplement and do not supersede or revoke, and must be read in conjunction with, the Terms and Conditions of the Application Forms and the Final Prospectus of AUB dated May 3, 2013 (the "Final Prospectus") prepared in relation to the offer of AUB Common Shares (the "AUB Offer") which shall be distributed at the start of the public offer period. All requirements stated in the Application to Purchase (the "Application Forms") must be complied with, except when clearly inconsistent herewith. All capitalized terms used herein have the same meanings ascribed to them in the Prospectus, unless otherwise defined herein. For the purpose of ensuring and facilitating a fair, orderly and transparent distribution of the AUB Common Shares (the "Offer Shares") through The Philippine Stock Exchange, Inc. (the "PSE" or the "Exchange") in connection with the AUB Offer for and on behalf of BDO Capital and Investment Corporation ("BDO Cap") and First Metro Investment Corporation ("FMIC"), as Joint Domestic Lead Underwriters ("DLUs"), and the Trading Participants of the PSE ("TPs" or "Trading Participants"), the Exchange shall implement the following guidelines: 1. PSE Trading Participants should not solicit directly or indirectly, applications or indications of interest for any Offer Shares on behalf of or for the account of any International Investor. 2. On April 26, 2013 , AUB shall post in its website the Preliminary Prospectus dated April 23, 2013 prepared in relation to the Offer Shares. This shall supplement the Offering Memorandum dated April 24, 2013 issued by the Exchange. Said memorandum contained, among others: ECTAHc a. Summary Terms and Conditions of the Offer; b. Total number of shares to be distributed through the Exchange; c. Number of Offer Shares which may be distributed by each active TP (the "TP Allocation"). 3. On Friday, May 03, 2013 , AUB shall advise the Exchange of the Final Offer Price applicable on the Offer Shares. The Listings Department of the Exchange shall forthwith announce the Final Offer Price through a PSE Listings Memorandum to be posted on the PSE website. 4. Not later than 12:00 noon on Monday, May 06, 2013 , the Listings Department of the Exchange shall announce the Final Offer Terms and Conditions through a PSE Listings Memorandum to be posted on the PSE website and by posting an announcement on the trading screens in both the PSE Ayala and PSE Tektite trading floors. 5. On Monday, May 06, 2013 , the PSE Listings Department shall upload the link to the final Prospectus on the PSE website. AUB shall likewise upload it on their company website: www.aub.com.ph. 6. On or before 9:30 a.m. on Tuesday, May 07, 2013 , the Selling Kits shall be made available to the Trading Participants through the PSE Listings Department. Each Selling Kit shall contain a copy of the final Prospectus, one (1) CD containing the Sales Report format, Applications to Purchase ("Application Forms") and the corresponding Signature Cards. a. Not later than 11:00 a.m. on Thursday, May 09, 2013 , each Trading Participant shall submit to the Listings Department (or to its designated representatives at the trading floors of PSE Ayala and PSE Tektite) three (3) sets of the duly-executed Firm Undertaking to Purchase the Offer Shares (the "Firm Undertaking"), attached as Annex "C" to this Memo. All forms must be originally signed. Photocopies or facsimile copies of the Firm Undertaking shall not be accepted. Two (2) copies of the Firm Undertaking shall be retained by the Listings Department while the third copy, duly stamped received by the Exchange, shall be returned to the Trading Participant. The second copy to be retained by the Listings Department shall be given to the DLUs on the same day. ESTaHC b. The number of Offer Shares to be indicated on the Firm Undertaking shall be the total number of Offer Shares which the Trading Participant shall unconditionally commit to purchase (the "Firm Order"), including Additional Shares (as defined below), if any. c. The Trading Participant may opt to submit a Firm Order that is more than, equal to, or less than the TP Allocation. Any orders in excess of the TP Allocation shall be referred to as the "Additional Shares". 7. Based on the Firm Undertaking submitted by the Trading Participant, the PSE Listings Department shall accomplish the following: a. Verify the signature on each Firm Undertaking received against the records of the Exchange on the Proof of Authority to Sign submitted by the Trading Participant. b. On Thursday, May 09, 2013 , after noting the Firm Orders received from each Trading Participant who submitted a Firm Undertaking, re-allocate the Offer Shares as necessary to the Trading Participants who submitted orders for Additional Shares. c. No later than 4:00 p.m. on Thursday, May 09, 2013 , furnish the DLUs the list of Trading Participants and the corresponding number of Offer Shares allocated to them by the Exchange ("PSE Final Allocation List") . The PSE Final Allocation List shall be sent to the DLUs, to BDO Capital to the attention of Daniel Locsin (Email: [emailprotected], Fax no. 878.4553) and to FMIC to the attention of Jamel Cruz (Email: [emailprotected], Fax no.: 840.3705). STcDIE d. No later than 12:00 p.m. on Friday, May 10, 2013 , the Listings Department shall distribute the Notice of Final Allocation to each Trading Participant (who submitted a Firm Undertaking) at their respective booths at the trading floors of Tektite and Ayala Tower. 8. The Joint Domestic Lead Underwriters shall verify that the total number of Offer Shares indicated in the PSE Final Allocation List does not exceed the aggregate number of Offer Shares in the TP Allocation under the AUB Offer. 9. Not later than 12:00 noon on Tuesday, May 14, 2013 , each Trading Participant who submitted a Firm Undertaking shall submit the following required documents to the representatives of the Receiving Agent, Stock Transfer Service, Inc. ("STSI"), to be stationed at the two trading floors: a. Duly-accomplished Applications to Purchase the AUB Offer Shares (the "Application Forms") and Signature Cards; b. The required attachments to the Application Forms; c. Four (4) hard copies of the Sales Report duly-certified by the respective authorized signatories of the Trading Participants; d. A CD containing a soft copy of the accomplished Sales Report; and, e. Payment for the Offer Shares (total Offer Shares awarded to the TP from the TP Allocation in the form of a Metro Manila clearing Cashier's/Manager's, personal or corporate check drawn against a bank account with a Bangko Sentral ng Pilipinas authorized agent bank located in Metro Manila and dated as of the date of submission of the Application Forms covering the entire number of Offer Shares the Trading Participant commits to purchase. Checks should be made payable to "AUB IPO". Cash payments will not be accepted. SIAEHC All of the above-cited documents shall be submitted to the representatives of the Receiving Agent, STSI, to be stationed at the PSE Ayala and PSE Tektite trading floors. The 12:00 noon deadline shall be strictly followed. The representatives of STSI are as follows: PSE Ayala Trading Floor: Mr. Bryan V. Manuel PSE Tektite Trading Floor: Mr. Ted Jonathan Visarra PSE Cebu: Mr. Zaldy Adana 10. The minimum order size is one hundred 100 common shares, with incremental lot sizes of 10 common shares. The common shares in the Offer may be purchased by (a) any natural person of legal age who is resident in the Philippines, regardless of nationality; and (b) any corporation, association partnership, trust account, fund or entity, that is resident in and organized under the laws of the Philippines and/or licensed to do business in the Philippines, regardless of nationality. 11. Each Participating TP shall not make any press or public announcement or issue and distribute any document other than the Prospectus, Application Forms or materials issued by the Joint Domestic Lead Underwriters, in accordance with the Amended Implementing Rules and Regulations of the Philippine Securities Regulation Code (SRC) Rule 8.1 No. 3, G which states that: "the use of selling documents other than the final prospectus during the offer period is prohibited, except that the information contained in SRC Rule 8.3 may be disseminated in whole or in part to summarize the offering". 12. Without prejudice to the foregoing and any subsequent submission by a Trading Participant of the above-specified documents, AUB, through the Joint Domestic Lead Underwriters, reserves the right to reject any application to purchase the Offer Shares that is incomplete, completed incorrectly, submitted without all the required documents or does not meet the requirements as set forth in the terms and conditions of the Application Forms. 13. The Issuer, through the Receiving Agent, shall submit to the Exchange on Wednesday, May 15, 2013 , a final consolidated sales report of the Offer. The Issuer, through the Receiving Agent shall likewise submit a report summarizing the applications and payments made by the Trading Participants relative to their Firm Undertaking. 14. Two business days before the listing of the Offer Shares, or on Wednesday, May 15, 2013 , the aggregate number of Offer Shares sold in the Offer will be lodged with the Philippine Depository & Trust Company ("PDTC") in the name of PCD Nominee Corporation. AHDacC 15. In case of rejected or scaled down applications to purchase the Offer Shares, Trading Participants shall be notified by the Joint Domestic Lead Underwriters by Wednesday, May 22, 2013 . In such a case, check refunds shall be available for pick-up at the office of the Receiving Agent, STSI, at 34-D Rufino Pacific Tower, 6784 Ayala Avenue, Makati City by Friday, May 24, 2013 . Likewise, rejected Application Forms shall be made available for pick-up at the office of the Receiving Agent, STSI, at 34-D Rufino Pacific Tower, 6784 Ayala Avenue, Makati City by Friday, May 24, 2013 . The representatives of the Trading Participants claiming such check refunds or rejected Application Forms are required to present an authorization letter and proper identification documents prior to the release of such check refunds or rejected Application Forms. 16. Any questions related to the AUB Offer or the guidelines and procedures for the Offer may be directed to the representatives of the Underwriters: BDO Capital and Investment First Metro Investment Corporation Corporation Daniel Locsin 840-7000 loc. 6952 Jamel Cruz 858-7900 loc. 152 Karen Lim 878-4539 Janice Gamos 858-7900 ANNEX B PROCEDURES RELATIVE TO THE IMPLEMENTING GUIDELINES FOR THE RESERVATION AND ALLOCATION OF AUB COMMON SHARES THROUGH THE EXCHANGE These Procedures do not supersede nor revoke, and must be read in conjunction with, the Terms and Conditions of the Application to Purchase ("Application Form"). All requirements stated in the Application Form must be complied with, except when clearly inconsistent herewith. HDcaAI I. Action Steps for the PSE Trading Participants 1. Submit to the Listings Department (or to its designated representatives at the trading floors at PSE Ayala and PSE Tektite) three (3) sets of the duly-executed Firm Undertaking to Purchase the AUB Common Shares (the "Firm Undertaking") specifying the number of shares the Trading Participant ("TP") commits to purchase, including Additional Shares, if any. a. In accomplishing the Firm Undertaking, please be guided by the following: For the AUB Offer, each Trading Participant will be allocated a total of 119,400 Offer Shares . The balance of 400 shares will be allocated by the PSE to the TPs. The minimum subscription is 100 shares . Clients may subscribe to additional common shares provided that they be in multiples of 10 common shares. b. A Trading Participant may opt to submit a Firm Order that is more than, equal to, or less than the TP Allocation. Any orders in excess of the TP Allocation shall be referred to as the "Additional Shares", subject to the Mechanics of Distribution described below. Any Additional Shares may be awarded to the TP from the TP Allocation not taken up by the other TPs. c. Trading Participants who opt not to participate in the Offer and those who fail to submit the Firm Undertaking on the specified date and time will be deemed not to have purchased any of the Offer Shares. d. Only duly-accomplished and signed original copies of the Firm Undertaking will be accepted and considered by the Listings Department. Photocopies email or facsimile transmissions of the signed Firm Undertaking will be rejected. AHcCDI e. Each TP represents and warrants that it has not offered or sold and will not offer or sell, directly or indirectly, any Offer Shares to any international investor, and it has not solicited and will not solicit, applications for any Offer Shares on behalf of or for the account of any international investor. For avoidance of doubt, an international investor means any person or entity that is not a: (a) natural person of legal age who is residing in the Philippines, regardless of nationality; and (b) corporation, association, partnership, trust account, fund or entity that is resident in the and organized under the laws of the Philippines and/or licensed to do business in the Philippines, regardless of nationality. The 11:00 a.m. deadline shall be strictly followed. Deadline for submission of the Firm Undertaking is at 11:00 a.m. of Thursday, May 09, 2013 . The Firm Undertaking shall be submitted to the PSE Listings Department (3rd Floor, PSE Plaza, Ayala Tower 1, Ayala Avenue, Makati City) or to its representatives stationed at the PSE Tektite Trading Floor (PSE Centre, Exchange Road, Ortigas Center, Pasig City). 2. Not later than 12 noon on Tuesday, May 14, 2013 , submit to representatives of the Receiving Agent the following: (i) Application Forms and the required attachments; (ii) Signature Cards; (iii) four (4) hard copies of the Sales Report, (iii) A CD containing a soft copy of the accomplished Sales Report; and (iv) payment for the Offer Shares in the form of a Metro Manila clearing Cashier's/Manager's, personal or corporate check issued by a reputable bank based in Metro Manila and dated as of the date of submission of the Application Forms covering the entire number of Offer Shares the Trading Participant commits to purchase, including Additional Shares, if any. Checks should be made payable to "AUB IPO". Cash payments will not be accepted. For the AUB Offer, deadline for submission of Application Forms and required attachments to the Application Forms, Signature Cards, Sales Report (in soft and hard copies) and Check Payments to representatives of the Receiving Agent (who will be stationed at the trading floors of PSE Ayala and PSE Tektite) is 12:00 noon on Tuesday, May 14, 2013. The 12:00 noon deadline on Tuesday, May 14, 2013, shall be strictly followed. TaCDcE 3. The Application Forms and Sales Report should be consistent with the number of Offer Shares allocated by the Exchange to each TP as specified under the Notice of Final Allocation. 4. The Offer Shares not covered by Application Forms in the names of clients of a TP, if any, shall be lodged with the PDTC under the account of such TP. II. Action Steps for the Exchange 1. Assign representatives to both floors (PSE Tektite and PSE Ayala) to receive from the Trading Participants three (3) sets of the duly-accomplished and signed Firm Undertaking, which must be submitted not later than 11:00 a.m. on Thursday, May 09, 2013 . For the AUB Offer, deadline for the submission of the Firm Undertaking by the Trading Participants is not later than 11:00 a.m. Thursday, May 09, 2013 . 2. Upon receipt of the Firm Undertaking, the Listings Department shall verify the signatures on the Firm Undertaking against the Sworn Certification/Proof of Authority to Sign submitted by each Trading Participant. 3. Prepare the PSE Final Allocation List which shall indicate the names of the Trading Participants, their corresponding Firm Orders (as indicated in their respective Firm Undertakings) and, after conducting the internal allocation process of the PSE, the final number of Offer Shares allocated by the Exchange to them. 4. Prepare and distribute the Notice of Final Allocation informing each Trading Participant who submitted a Firm Undertaking of the actual number of Offer Shares awarded to the Trading Participant from the total TP Allocation. Those who opted not to participate in the Offer and those who failed to submit the Undertaking on the date and time specified shall not be given the said Notice. The Notice of Final Allocation from the total TP Allocation shall be delivered no later than 12:00 noon on Friday, May 10, 2013 to each Trading Participant who submitted a Firm Undertaking. DAHCaI III. Mechanics of Distribution of the Total TP Allocation 1. Upon receipt of the Firm Undertaking from the Trading Participants, the Listings Department shall input the number of Offer Shares requested by each Participating Trading Participant in a program designed for the reservation and allocation of the Offer Shares. 2. The program shall distribute the total number of Offer Shares under the total TP Allocation among all the Trading Participants who, through their respective Firm Undertakings, requested for Offer Shares as follows: a. If the total number of Offer Shares requested by the Trading Participants based on the Firm Undertakings received does not exceed the total TP Allocation, the Exchange shall satisfy the request of each Trading Participant who signified its commitment to purchase Offer Shares less than or equal to the TP Allocation. Each Trading Participant is assured of not less than the TP Allocation. The balance shall be re-distributed among those who have signified a commitment to purchase more than the TP Allocation in their Firm Undertaking until all the Offer Shares allotted for distribution through the Exchange are allocated. b. In no case shall any Participating Trading Participant be awarded more than the shares indicated in its Firm Undertaking. c. If the aggregate number of Offer Shares requested by the Trading Participants who submitted a Firm Undertaking is less than the total Offer Shares allotted for distribution through the PSE Trading Participants, the balance shall be returned to the Underwriters. 3. All deadlines indicated in these procedures shall be strictly followed. CSIcHA ANNEX C UNDERTAKING TO PURCHASE SHARES OF STOCK OF ASIA UNITED BANK CORPORATION ("AUB") This Undertaking to Purchase Common Shares of Stock of AUB (the "Undertaking") is made and executed this _________ day of ______ by: ____________________________ (Name of Trading Participant) ____________________________ (Trading Participant Number) ____________________________ (Address of Trading Participant) hereinafter referred to as the "Trading Participant"; In consideration for being granted the right to participate in the sale and distribution of Common Shares of AUB, the Trading Participant unconditionally undertakes to purchase (_______________________________) ( ) Shares (No. of Common Shares) for and on behalf of its clients. The Trading Participant similarly undertakes to deliver to the Underwriters the Application Form/s, Signature Cards, Required Attachments to the Application Forms, Hard and Soft Copies of the Sales Report, and the corresponding Personal/Corporate/Cashier's/Manager's Check payment constituting the full payment of said shares (as specified in the "Implementing Guidelines for the Reservation and Allocation of Asia United Bank Common Shares Through the Exchange") not later than 12:00 nn on Tuesday, May 14, 2013 . It is hereby understood that Common Shares not covered by the Application Forms in the name of the clients, if any, of the Trading Participants shall be lodged at the PDTC for the account of the undersigned Trading Participant. Likewise, Common Shares covered by defective, deficient or incomplete Application Forms, supporting documents or personal/corporate/cashier's/manager's check payments shall be lodged at the PDTC for the account of the undersigned Trading Participant. THaCAI In the event the PSE assigns to the Trading Participant a number of Common Shares less than that above specified, the Trading Participant agrees to purchase said number of shares under the same conditions. Pursuant to Article III, Part G, Section 5 of the Exchange's Revised Listing Rules, the Exchange shall remind the Trading Participants to prioritize their clients in subscribing to the Common Shares before they can acquire the same for its own or any of its proprietary accounts as defined in the Securities Regulation Code Rule 34.1, paragraph 1 (A) (3). If a Trading Participant fails to fully comply with its Undertaking for whatever reason, the Exchange shall have the right to subject the concerned Trading Participant to appropriate penalties and sanctions, such as but not limited to suspension and/or disqualification from participation in future offerings in the Exchange. Furthermore, by virtue of this Undertaking, the Trading Participant hereby accedes to and shall strictly comply with the "Implementing Guidelines for the Reservation and Allocation of Asia United Bank Common Shares through the Exchange". _____________________________________ _____________________________________ Printed Name, Position/Title & Signature Printed Name, Position/Title & Signature of Authorized Signatory of Trading Participant of Authorized Signatory of Trading Participant IMPORTANT: The foregoing Undertaking shall be accomplished for the purpose of determining the number of Common Shares to be distributed to the public by each Trading Participant of the PSE. Read carefully and comply strictly with the following instructions: (1) Accomplish the Undertaking in triplicate and submit the same to the Listings Department. One copy of the Undertaking, duly stamped received by the Listings Department, shall be returned to the Trading Participant; (2) Indicate in the space provided the complete name and address of the Trading Participant; (3) Accomplish the Undertaking by supplying the complete and accurate information required in the spaces provided; (4) If previously not submitted to the PSE, or if there are any changes to the previously submitted authorized signatories, attach four (4) original copies of the Proof of Authority to Sign of the authorized signatory(-ies) of the Trading Participant which shall be in the form of a Sworn Corporate Secretary's Certificate containing the Board Resolution, confirming the authority of the persons designated therein to sign and execute the papers or documents for and on behalf of the Trading Participant, and the Specimen Signature of such authorized signatory(ies); and (5) The Undertaking must be submitted to the Listings Department not later than 11:00 a.m. on Thursday, May 09, 2013 and at the place announced and specified by the PSE in the "Implementing Guidelines for the Reservation and Allocation of Asia United Bank Common Shares Through the Exchange". SHaIDE <http://www.pse.com.ph/resource/memos/2013/LA_IPO_2013-0171.pdf> last visited May 31, 2013.