The Chairman enquired from the stockholders if there any other matters to be taken-up in todays stockholders meeting. Mr.

Jose Leonardo stated that since the BPI anthem is available, he suggested that the said BPI anthem be played daily in all BPI premises and branches to give energy to the employees to perform their work faster and more efficiently.
Mr. Montinola replied in the affirmative and stated that we will consider your Mr. Leonardos suggestion will be considered. He further said that the practice in BPI is that whenever there is an occasion like such as recognitions or any kind of meetings, the Bank playesd the BPI anthem. However, with your Mr. Leonardos suggestion, we will will be relayed to our Consumer Banking and our Human Resources Head. Mr. Leonardo expressed his thanks to Mr. Montinola. Mr. Eduardo Lucero, suggested asked that if it is possible to include the topic of strengthening family ties in the advertisement of BPI, if it is possible to include the topic of strengthening family ties considering that more and more families are being attacked by of bad elements. He also added that, seeing you Mr. Montinola and his brother and your brother on top of the business organization will be idolized by families. He Mr. Lucero also commended the Board of Directors, officers and employees of BPI for a job well done all the years. The Chairman expressed his thanks. He stated that actually the advertisement of the teams of BPI actually revolves around family traditions and from the banking perspective, it is all about safeguarding of assets as well as saving for the future of the family. He The Chairman assured him Mr. Lucero that he to his knowledge knows that there is a BPI Officer who is around listening to your Mr. Luceros suggestion and stated that his suggestion it will be looked into. The Chairman asked from the floor if they have any other questions.? Mr. Mario Liuag stated that he be allowed to read what he is going to say. The Chairman replied in the affirmative. Mr. Liuag said that last year he received a compact disc from Mrs. Imelda Trillo, Senior Vice President, sentd through the kindness of BPI San Pablo Branch. The title of the CD is entitled Bravo Filipino, the a project of the Ayala Group of Companies containing instrumental arrangements of Filipino songs whose. The beautiful covers are by Sir Jaime Zobel. He stated that last Christmas, he thought of giving a copy of this CD to his friends abroad;, unfortunately he could not find a single copy in any music store here in Makati City. He further said that it is his wish as a music lover, that the group who produce this CD and the content be heard by many, here and abroad. In this connection, he stated that he would like to request BPI to provide the different BPI branches copiesy of this CD and he requested that the Branch Heads to play this CD once a day. He stated that he sincerely believed that the beautiful music in this CD projects can greatly improve the atmosphere of every BPI Branch and perhaps even attracts more BPI clients. He further said that he would like to suggested also that the text written by Mrs. Abilita Reyes and efforts of Mr. Rey Sison project, the project supervisor of the team, be posted in the bulletin board of every branch. He further requested that he be allowed to quote a portion of the text music Brings us together, bringing life into the history and in our nation of what it means to be Filipino. The Chairman thanked Mr. Liuag. He stated that the Bravo Filipino is the project of the whole Ayala Group and stated that will take your Mr.Liuags comment will be taken into account and we will see how we can means on how to spread the Mr. Liuags word of commendation will be studied. some more. The Chairman asked from the floor for any comments. Mr. Eduardo Lizares stated that he is joining the UP Professor earlier in commending the Board, the executive officer and the staff of BPI for a job well done. He stated that all the BPI stockholders are very happy with your the Boards performance and said that of course you the Board deserves every single centavos of your their bonuses. Mr. Lizares also said raised two questions that he had two questions, he said that today is the deadline for the filing of our income tax return and we are all law abiding citizens. And so I thought it would be appropriate to ask

BPI Annual Stockholders Meeting - 15 April 2010 page 2 ---------------------------------------------------------------------------------------------------------------------this question. I remember there was a time when it was very well known not only in the Bank but even in the Bureau of Internal Revenue that BPI was very well known not only in the Bank but even in the Bureau of Internal Revenue that BPI was tathe Bank that was more than eager and capable of contesting an assessment even a meager amount of P3,000.00 and would readily bring the Commissioner of Internal Revenue all the way up to Supreme Court to contest that assessment. Well that is some time ago. My question is Mr. Chairman, that I suppose that was an unwritten or written policy of the Board then to contest illegal assessments, because we all know that the Bureau if Internal Revenue operates under a shock and all approach hoping that the tax payer would settle for a specified amount even the assessment is made known illegally. So my question is, thus the Bank still continues to affirm this policy? The second question Mr. Chairman is I recall this is almost the tradition of the Bank that every year that ends with an even number is by a tradition a year where the Bank declares a stock dividend. So I was wondering if the Bank will be declaring stock dividend and if not, could we have an explanation why we are doing a way with the declaration of stock dividend this year? The Chairman stated that he will start answering the second question and Mr. Montinola will answer with the tax issue. The Chairman said that on the issue of a stock dividend, the Board actually deliberated on this issue extensively, It can be recalled that the Bank declares regular dividend that we been issued over time and over the last couples of years and also weve been issued a special dividend. I think it was product of the fact that we had a less growth environment over the last couples of year. So we felt it inappropriate that some of the capital be given back to the stockholders. However, we are re-entering a period of where two forces are coming into place, one the Monetary Authorities and the several Bankers being increasingly putting higher standards on the capital of most Banks , the second one, we believe that 2010 will be a period of expansion for the Bank and so after much deliberation of the bank, the Bank decided to forego the regular dividend payout that has been made in the past. In foregoing the regular stock or special dividend, the Bank will be able to use the resources for expansion and move forward. The issue on the dividend policy will be taken into account on a year to year basis but on the positive note, we believe that this is the time for reinvestment and for re-strengthening of the capital of the Bank and in return it will increase the value of the BPI shares in the stock market. The Chairman turn over to Mr. Montinola to answer the issue on tax policies. Mr. Lizares thank the Chairman. Mr. Montinola stated that on the tax side, two things are happening. Were becoming much better in communicating to everyone what the appropriate regulations are with regards specific items. You know were 800 branches and you known every now and then a branch far away forget about a certain rules. So theres a lot of better communications, theres a lot of better attention to filing the right taxes right away. There are issues in the past where basically as you pay we get the assessments. But we have a procedure by which we examine the document that we had. I think in many cases, I know what you mean. Sometimes these are assessment or items that were taking place a long time ago and to prove your case, sometimes the BIR ask you to produce documents that are maybe 10 years old. So I think in those cases, theres a judgment by our risk management and tax people to see what is in the better interest of the bank. In effect, would be, we had made some settlements. On the other hand, there are also areas which we continue to contest the assessment and there are many items ongoing, us we saw a specks. On an overall basis, we would like to assure everyone that one of the most reliable tax payers as a matter of fact we come out as one of the higher taxpayer. I mean there are occasional award. Im sorryoccasional award in certain locality where they recognized the banks that play a significant ---- and we get some of those also. And then the final point on an overall basis, the corporate income tax rate is about 30% and I think effectively what were able to do to our combination of final tax and also regular tax were able to keep it at a level thats below that numbers but all through legitimate means.

BPI Annual Stockholders Meeting - 15 April 2010 page 3 ---------------------------------------------------------------------------------------------------------------------Mr. Lizares reiterated that the Board still maintains the policy of resisting tax assessment when they are illegal? Mr. Montinola replied in the affirmative. Mr. Lizares thanked the President. The Chairman enquired if there are any other questions. Ms. Bell Garcia stated that she noticed that there are many stockholders members who are here that are senior citizens, and remain a being a stockholders up to this time. She suggested that maybe the Bank can appreciate their being a stockholders by giving them Gold preferred ATM Cards. She also said that almost every other day she is banking with BPI and noticed that there is no senior citizens line where they can wait in line faster versus to the regular lane. The Chairman thanked Ms. Garcia for her suggestion and stated that it will be taken cared of by the Bank Management.

Q. Mrs. Purita C. Marasigan. May I just give you my not naughty interest but how come Mr. Zobel and Mr. Zobel you occupied already two important positions. Yesterday I was here the other day is was here. Can you manage to work on all of this? With due tight 24 hours schedule a day? A. JAZA. Well Mam, the days are long and everything is manageable.

Q. Are you wonder how God gave you extra effort, extra energy while I who seldom work that hard can tired also at the end of the day? How come that you are given extra effort by the Lord? What do you do?
A. We have a very good people in whole group Mam. Q. I wonder why. Because God is supporting me but I do not have that effort to work 28 hours a day. See. So I was figuring out how this Mr. Ayala can do all this things. Now, if you have this fruit of the holy spirit, love, joy, peace, patience, gentleness may be you can do it. Do you have this fruits of the Holly spirit? A. I think we leave youre your question Mam. We have to continue with the Agenda. Q. Ok. Dont you worry I will come back.

Election of the Internal Auditor

Directors Bonus

Q. Mrs. Purita. I want to say beautiful thing with the BPI. The employees are very courteous. I know they are tired but I leave the BPI Family Bank but I enjoyed talking to them. They are so nice. They are so accommodating. I know they are tired. So keep them all. That Mrs. Purita Marasigan recommend you and may I know also wheres Ms. Lilia Bautista? A. JAZAYuh. She was not here. But she was regular attending our Board meetings Mam.
Q. Ok. Tell her that Mrs. Purita that her teacher in the UP way back 1900 is looking for her.

A. JAZA. I will tell her Mam.

Q. Ok. Thank you very much. God Bless you. A. Any other questions from the floor? Q. Mr. Jose Leonardo. Good morning everybody. Mr. Chairman, since BPI anthem available in all BPI Bank and played daily, I believed this would give them energy boast and perform faster and better in their work. A. ARM. Yes. We will consider that. What we do now, whenever there an occasion like recognition or any kind of meeting, we played the anthem. But that a thought that we will relay to our consumer Bank and our human resources head. Q. Thank you. A. JAZA. Any other questions from the floor? Q. Mrs. Purita. I enjoyed. This is my third day in Intercon meeting. Extended it one more day so that we can even be sneak. A. JAZA. We have the Ayala Corporation stockholders meeting tomorrow Mam and we will adjourn this. Q. Ok. But you are the owner, so you can make that say. Extend one more day so that we will enjoy the free food, our fellowship here, you can add that to your recommendation. That is very small request. God bless you and read the Bible. That is our only meaning of life. Jesus who died for you and me because we are all bad, we are all sinners, and we are all died to hell. But how many among you died to go to hell? So let us all considered the Bible as our only disctionary, as our only guide not any more but the Bible. To God be the Glory. Amen.

BPI Annual Stockholders Meeting - 15 April 2010 page 4 ---------------------------------------------------------------------------------------------------------------------A. JAZA. Ant other questions from the floor? Yes please Sir. Q. _____________________. What Id like to suggest is that in the advertising of a BPI if it could includes strengthening of familitise because we find that more and more fundies are becoming for being attack and I think it is the Phili`ppine firm that strongest family Bank are present. Well I say that you both brothers there at the top, then I guess it is. But I think if we should advertise or the advertisement would strengthening the capital and also, I would like to comment to the Board of Directors, employees of BPI for very good job well done. Thank you very much. A. JAZA. Thats very kind. I think the teams of BPI actually they are advertising to resolve around family traditions. I know from the banking perspective, its all about safeguarding as well the futures family. I know theres a team who reported to the officers of the Bank. Im sure your comments will be taking for granted. Q. Mario Liuag. Good moring. Im Mario Liuag from San Pablo City. Allow me to read what Im going to say. A. JAZA. Yuh, yes please. Q. Last year I received a compact disc from Mrs. Imelda Trillo, Senior Vice President. So the kindness of BPI in is a publishing the branch. The title of the CD is Bravo Filipino. The project of the Ayala Group of Companies containing instrumental arrangement of Filipino songs. The beautiful covers are by Sir Jaime Zobel. Last Christmas I thought of giving this copy of this CD to my friend abroad, unfortunately I could not find a single copy in any music store here in makati. It is my wish as a music lover, that the group who produce this CD and the content be heard by many here and abroad. In this connection, I would like to request to the BPI Branch to provide the different BPI branchies copies of this CD and request the branch heads to play this ones a day. I sincerely believed that the beautiful music the CD projects can breakly improve the atmosphere of every BPI branch and perhaps even attracts more BPI clients. I would like to suggest also that the text written by Mrs. Abilita Reyes and efforts of Mr. Rey Sison project supervisors of the team be seen in the bulletin board of every branch. Please allow me to call a portion of the text music brings us together, bringing life into the history and in our nation of what it mean to be Filipino. Here is what it looks like. A. JAZA. Thank you very much. I think the Bravo Filipino will project to the whole Ayala Group to celebrate. I guest some aspect. __________ will take your comment into accountant. And well see how we can spread it some more. Any comments from the floor? Yuh please Sir. Q. Eduardo Lizares. Good morning Mr. Chairman. Im Eduardo Lizares. First of all I would like to join our UP professor in commending the Board, the executive officer and the staff of BPI for job well done. I think all your stockholders are very happy with your performance and of cores you deserve every single centavos of your bonuses. I have two questions Mr. Chairman, you know, today is the deadline for the filing of our income tax and we are although abiding citizen. And so I thought it would be appropriate to ask this question. I remember there was a time when it was very well known not only in the Bank but even in the Bureau of Internal Revenue that BPI was the Bank that was more than eager and capable of contesting an assessment even a bigger amount of P3, 000.00 and would readily bring them commissioner of Internal Revenue all the way up to supreme court to contest that assessment. Well that is some time ago. My question is Mr. Chairman, thus expose that was an unwritten or written policy of the Board then to contest illegal assessment. Because we all know that you know that the Bank the BIR operates under a shock all approach hoping that the tax payer would civil for a specified amount even the assessment is maid knowing illegal. So my question is, thus the Bank still continues to affirm this policy? The second question Mr. Chairman is I recall this is almost the tradition of the Bank that every year and I am asking this question because I dont notice anyone has ask this or its not mentioned in a meeting, that every year that ends with an even number is by a tradition a year where the Bank declare a stock dividend. So I was wondering if the Bank will be declaring stock dividend and if not, could be have an explanation why we are doing a way that this year. A. JAZA. Both question are firm-up Mr. Lazares. Maybe Ill just start with the second question and ask Mr. Montinola to come with the tax issue. On the issue of a stock dividend, the Board actually deliberated on this issue in existing, as we know we have a regular dividend that we been issued over time, over the last couples of years, I think weve been issued a special dividend. I think it was a product on a fact that we had a less group environment over the last couples of year. So we felt it inappropriate that that some of the capital is given back to the stockholders. However, I get of reentering a period of where two forces are cutting into place. Number one Monetary authority that several Bankers being increasingly. I guess putting higher __________ on the capital _______ of Banks. And I think right so. Thats one force. The second one is that we believe that 2010 almost will be a period of expansion for the Bank and so after much deliberation of the bank, we decided to keep the regular dividend payout that has been there in the past. But for going stock or special dividend of the sufficient to be able to use the resources of the bank and move forward. We will take this issue the dividend policy into account here into year basis but on the positive rate, we believe that this is the time for reinvestment and for restrengthening the capital of the Bank has

BPI Annual Stockholders Meeting - 15 April 2010 page 5 ---------------------------------------------------------------------------------------------------------------------been expand which we believed will also ___________ for the value of the stocks in the market as well as we move forward such more of the strategy of the stage. But if I could make it turn to Mr. Montinola with respect to the issue of tax policies. Q. Thank you. A. ARM. On the tax side, two things are happening. Were becoming much better in communicating to everyone what the appropriate regulations are with regards specific items. You know were 800 branches and you known every now and then a branch far away forget about a certain rules. So theres a lot of better communications, theres a lot of better attention to filing the right taxes right away. There are issues in the past where basically as you pay we get the assessments. But we have a procedure by which we examinate or examine the document that we had. I think in many cases, I know what you mean. Sometimes this are assessment or items that were taking place a long time ago and to prove your case, sometimes the BIR ask you to produce documents that are maybe 10 years old. So I think in those cases, theres a judgment by our risk management and tax people to see what is in the better interest in the bank. In effect, would be, we had made some settlement. On the other hand, there are also areas which we are continue to contest the assessment and there are many items ongoing, us we saw specks. On an overall basis, we would like to assure everyone that one of the most reliable tax payer as the matter of fact we come out as one of the higher, I mean there are occasional reward. Im sorryoccasional award in certain locality where they recognized the banks that play a significant ________ and we get some of those also. And then the final point on an overall basis, the corporate income tax rate is about 30% and I think effectively what were able to do to our combination of final tax and also regular tax were able to keep it at a level thats below that numbers but all through legitimate means. Q. In another words in Board still ______________ ___________ policy of resisting tax assessment when they are illegal? A. ARM. Yes. JAZA. Thank you Mr. Rosales. Are there any other questions from the floor? Yes please Mam. Q. Bell Garcia. Hi good morning, Im Bell Garcia and I notice that many of the stockholders members who are here are senior citizens. So in regards to their being a stockholders up to this time, maybe you can appreciate their being a stockholders by giving them Gold preferred ATM Cards. May be you can think about that because I am banking with BPI almost every other day and I notice that senior citizens do not have this queue line for them where they can queue faster versus to the regular lane. So maybe you can help them and also not all BPI Bankers are stockholders. So maybe you can also give a preferred Gold ATM card for stockholders who are BPI Bankers. A. JAZA. Thank you Maam. Your points actually are valid. Were always looking to new _________. I guess some customer need a new pointed up a new important community. Im sure our branch well take it very much into account. Weve appreciated the comment. Thank you. Any other questions from the floor? If none, the Board will entertain the notion of adjournment.