Atty. Primer B. Leonen

May 27, 1987 Atty. Primer B. Leonen Bank of the Philippine Islands Makati, Metro Manila Sir : This refers to your letter dated May 14, 1987 requesting approval on the proposed substitution of class "A" common shares of stock subscribed by Bank of the Philippine Islands (BPI) in the BPI Agricultural Development Bank, Inc. (BPI Agribank) with Class "B" Preferred shares. It appears that BPI Agricultural Development Bank, Inc. (BPI Agribank), a wholly-owned subsidiary of the Bank of the Philippine Islands (BPI) is a Philippine private development bank with an authorized capital stock of P400,000,000.00 divided into: 3,200,000 Common stock consisting of 2,600,000 Class "A and 500,000 Class "B" Common shares with par value of P100.00 per share; and 800,000 Preferred stock consisting of 400,000 Class "A" and 400,000 Class "B" preferred shares with par value of P100.00 per share. Class "A" shares of stock, whether Common or Preferred, are issuable/transferable only to Philippine nationals, while Class "B" shares of stocks, whether common or preferred may be issued/transferred to Philippine nationals or to foreign nationals; and that holders of preferred stocks are entitled to the same voting rights and privileges accorded by law to holders of common stocks. Out of BPI Agribank's authorized capital stock, P108,533,000.00 is outstanding, broken down as follows: Paid-up (600,000 Class "A" common & 200,000 Class "A" Preferred Shares) - P80,000,000 Unpaid (285,333 Class "A" Common Shares) - 28,533,300 P108,533,300 You now request that 200,000 shares (with a total par value of P20,000,000.00) of the above-mentioned unpaid 285,333 Class "A" common shares of stock subscribed, be substituted with 200,000 Class "B" Preferred shares (also with a total par value of P20,000,000.00). This converted unpaid subscription covering the 200,000 Class "B" Preferred shares of stock will be subsequently assigned by BPI to, and be fully paid by, International Finance Corporation (IFC), an affiliate of the World Bank. LexLib It appearing that the current P108,533,300.00 outstanding capital stock of BPI Agribank will be maintained and that public interest affecting those of stockholders and creditors will not be prejudiced, the company being wholly owned by BPI, the Commission does not interpose any objection to the aforementioned proposal. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner