BDO Unibank : Amendments to By-Laws

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Jul 29, 20222. SEC Identification Number 340013. BIR Tax Identification No. 000-708-174-0004. Exact name of issuer as specified in its charter BDO Unibank, Inc.5. Province, country or other jurisdiction of incorporation Metro Manila6. Industry Classification Code(SEC Use Only) 7. Address of principal office BDO Corporate Center, 7899 Makati Ave., Makati CityPostal Code07268. Issuer's telephone number, including area code (632) 8840-7000 / 8702-60009. Former name or former address, if changed since last report --10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common	4,386,623,003
Preferred	515,000,000

11. Indicate the item numbers reported herein Item 9 - Other Events

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

BDO Unibank, Inc.BDO PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendment to By-Laws

Background/Description of the Disclosure

Ladies and Gentlemen: We are pleased to inform you of the approval by BDO Unibank, Inc's (BDO) stockholders at the Annual Stockholders' Meeting held virtually on June 16, 2020 via Cisco Webex Events of the amendments to the By-laws to conform to the Revised Corporation Code of the Philippines and BDO's current operations and structure as well as to enhance corporate governance, the details of which are stated in the attached Annex "A". Thank you.

Date of Approval by Board of Directors	Oct 26, 2019
Date of Approval by Stockholders	Jun 16, 2020
Other Relevant Regulatory Agency, if applicable	Bangko Sentral ng Pilipinas
Date of Approval by Relevant Regulatory Agency, if applicable	Dec 1, 2021
Date of Approval by Securities and Exchange Commission	Jul 28, 2022
Date of Receipt of SEC approval	Jul 29, 2022

Amendment(s)

Article and Section Nos.	From	To
Article I, Section 1	Head Office. The head office of the Bank shall be located in Metro Manila, Philippines.	Head Office. The head office of BDO Unibank, Inc. (the "Bank") shall be located at BDO Corporate Center, 7899 Makati Avenue, Makati City, Philippines, 0726.
Article I, Section 2	Branches. Branches and/ or extension offices may be established at such other places as the Board of Directors may fix in Metro Manila and other locations in the Philippines, with the prior approval of the Monetary Board of the Central Bank of the Philippines.	Branches. Branches and/ or extension offices may be established at such places as the Board of Directors may fix, with the prior approval of the Bangko Sentral ng Pilipinas.
Article II, Section 4	x x x Shares of stock shall be transferred by delivery of the certificate duly indorsed by the owner or his attorney-in-fact or other person legally authorized to make the transfer, but no transfer shall be valid until the transfer is annotated in the stock and transfer book the persons in whose names the shares of stock are registered in the said book shall be deemed the owner thereof for all purposes.	x x x Shares of stock shall be transferred by delivery of the certificate duly indorsed by the owner or his attorney-in-fact or other person legally authorized to make the transfer, but no transfer shall be valid until the transfer is annotated in the stock and transfer book. The persons in whose names the shares of stock are registered in the said book shall be deemed the owner thereof for all purposes.
Article II, Section 6	Loss of Stock Certificates. In case of loss or destruction of any certificate, a duplicate may be issued in accordance with the provisions of the Corporation Code of the Philippines, any amendments or supplements thereto. Before the issuance of a new certificate in case of loss or destruction, the Board of Directors may require such guaranty as it may deem necessary sufficient. (As amended by the Board of Directors and Stockholders on 09 March 2002)	Loss of Stock Certificates. In case of loss or destruction of any certificate, a duplicate may be issued in accordance with the provisions of the Corporation Code of the Philippines, any amendments or supplements thereto. Before the issuance of a new certificate in case of loss or destruction, the Board of Directors may require such guaranty as it may deem necessary and sufficient.
Article II, Section 7	Closing of Stock and Transfer Book. For the purpose of determining the stockholders entitled to notice of or to vote at any stockholders	Closing of Stock and Transfer Book. For the purpose of determining the stockholders entitled to notice of or to vote at any stockholders
Article IV, Section 10	Place. All meetings shall be held at any venue in Metro Manila. (As amended by the Board of Directors and Stockholders on 09 March 2002)	Place. All meetings shall be held in any of the offices of the Bank, or, if not practicable, at any venue in Metro Manila.
Article IV, Section 14	Annual Meeting. The annual meeting of the stockholders shall be held during business hours on the last Friday of May of each year.	Annual Meeting. The annual meeting of the stockholders shall be held during business hours on any day in April of each year, or if not practicable, on such date as may be fixed by the Board of Directors.
Article IV, Section 16	Notice of Meeting. Notice of annual meeting or special meeting of stockholders shall be sent either by: (a) Mail, facsimile transmission or electronic mail to each stockholder no less than fifteen (15) days prior to the date set for each meeting, which notice shall state the day, hour and place of the meeting; (b) Publication in newspapers of general circulation published in Metro Manila not less than fifteen (15) days prior to the date set for the meeting, which notice shall state the day, hour and place of the meeting; PROVIDED, that in all cases where the address of the registered stockholder entitled to vote is outside the territorial limits of the Philippines, a written notice sent by air mail, by facsimile transmission or electronic mail not less than fifteen (15) days prior to the date of the meeting shall be sent to said stockholder. Aside from the date, hour and place of the meeting, the notice shall also state the purpose or purposes for which it is called, in the case of a special meeting, provided that notices of special meetings shall be sent not less than ten (10) days prior to the date set for the meeting. The requisite of notice of meeting, whether annual or special, may however be waived in writing by the stockholders. (As amended by the Board of Directors and Stockholders on 09 March 2002) Failure of or defect in the notice shall not, however, validate any annual meeting of the stockholders or any of the proceedings had thereat, if the business transacted is within the powers of the Bank and all the stockholders were present or represented at the meeting nor shall any defect in the notice or failure to state the purpose or purposes for which a special meeting is called invalidate the same, except when so provided by law. Matters not included in the statement of purposes but which may properly come before the special meeting may be taken up, unless otherwise provided by law.	Notice of Meeting. Notice of annual meeting or special meeting of stockholders shall be sent either by: (a) Mail, facsimile transmission, electronic mail, or other modes as may be allowed under applicable law, rules and regulations, to each stockholder no less than twenty-one (21) days prior to the date set for each meeting, which notice shall state the day, hour and place of the meeting; or (b) Publication in newspapers of general circulation published in Metro Manila not less than twenty-one (21) days prior to the date set for the meeting, which notice shall state the day, hour and place of the meeting; In special meetings, the notice shall be sent not less than ten (10) days prior to the date set for such meeting and shall also state the purpose or purposes for which it is called. The requisite of notice of meeting, whether annual or special, may however be waived by the stockholders: Provided, that attendance by a stockholder at a meeting shall constitute his/her waiver of notice of such meeting. The Board of Directors may prescribe other periods for 2 invalidate any annual meeting of the stockholders or any of the proceedings had thereat, if the business transacted is within the powers of the Bank and all stockholders were present or represented at the meeting nor shall any defect in the notice or failure to state the purpose or purposes for which a special meeting is called invalidate the same, except when so provided by law. the giving of notices of stockholders' meetings, without need of amendment of these By-laws. Failure of or defect in the notice shall not, however, invalidate any annual meeting of the stockholders or any of the proceedings had thereat, if the business transacted is within the powers of the Bank and all stockholders were present or represented at the meeting nor shall any defect in the notice or failure to state the purpose or purposes for which a special meeting is called invalidate the same, except when so provided by law.
Article IV, Section 17	Order of Business. The order of business at the annual meeting and, as far as possible, at other meetings of the stockholders shall be: 1. Roll Call 2. Proof of Notice of Meeting 3. Certification of Quorum 4. Reading and Disposal of Unapproved Minutes 5. Annual Reports of Officers and Committees 6. Approval and Ratification of all Actions of the Board of Directors and Management during their term of office. 7. Election of Directors 8. Appointment of External Auditors 9. Unfinished Business 10. New Business 11. Adjournment x x x The Bank	Order of Business. The order of business at the annual meeting and, as far as possible, at other meetings of the stockholders shall be: 1. Call to Order 2. Proof of Notice of Meeting and Determination of Existence of Quorum 3. Approval of the Minutes of the Previous Annual Stockholders' Meeting 4. Report of the President and Approval of the Audited Financial Statements of the Preceding Fiscal Year 5. Approval and Ratification of all Acts of the Board of Directors, Board Committees and Management during their terms of office. 6. Election of Directors 7. Appointment of External Auditor 8. Other Matters 9. Adjournment x x x The Bank
Article V, Section 20	Election and Tenure of Office. The members of the Board of Directors shall be elected annually by the stockholders, for a term of one (1) year, and shall serve until their successors shall have been duly elected and qualified in accordance with Section 24 of the Corporation Code. The members of the Board of Directors named in the Articles of Incorporation shall hold office until their successors shall have been elected in the next annual stockholders	Election and Tenure of Office. The members of the Board of Directors shall be elected annually by the stockholders, for a term of one (1) year, and shall serve until their successors shall have been duly elected and qualified in accordance with the Revised Corporation Code.
Article V, Section 21	Chairman and Vice Chairman. x x x The Chairman shall preside at all meetings of the stockholders and the Board of Directors and shall have such powers and duties as the Board of Directors may prescribe. The Vice Chairman and in the absence of the Chairman, shall act in his stead and shall exercise and perform such powers and duties pertaining to the latter as conferred by these By-laws and the resolutions of the Board.	Chairman and Vice Chairman. x x x The Chairman shall preside at all meetings of the stockholders and the Board of Directors and shall have such powers and duties as the Board of Directors may prescribe. The Vice Chairman and in the absence of the Chairman, shall act in his stead and shall exercise and perform such powers and duties pertaining to the latter as conferred by these By-laws and the resolutions of the Board of Directors
Article V, Section 22	Regular Meetings. The regular meeting of the Board of Directors shall be held at least once a month, on such date/ time and place as may be fixed by Board resolution.	Regular and Special Meetings. The regular meeting of the Board of Directors shall be held at least once a month, on such date/ time and place as may be fixed by the Board of Directors.
Article V, Section 23	Notice of Meeting. Notice shall not be necessary in the regular meetings of the Board. In special meetings, notice shall be in writing and shall state the date, time and place thereof, and the purpose for which it is called. Service of such notice shall be deemed complete upon its delivery at the residence or business address of the Director at least one day before the date of meeting or upon delivery to the Post Office, properly addressed and postage prepaid, in time for it to reach the Director at least one day before the meeting. However, when the urgency of the meeting requires, the Chairman may authorize the Secretary to give the Directors notice by telephone, telegram or, other expeditious means, and such notice shall in all respects be effective as notice in writing. The presence of a Director at the meeting shall be deemed a waiver of any failure, defect or irregularity of the notice with respect to him.	Notice of Meeting. Notice shall not be necessary in the regular meetings of the Board of Directors. In special meetings, notice shall state the date, time and place thereof, and the purpose for which it is called. Such notice shall be sent to each Director at least two (2) days before the date of meeting. However, when the urgency of the meeting requires, notice shall be sent in an expeditious manner as may be allowed under applicable law, rules and regulations. The presence of a Director at the meeting shall be deemed a waiver of any failure, defect or irregularity of the notice with respect to him.
-	SECTION 24. Order of Business. The order of business at any special meeting of the Board of Directors shall be: 1. Opening of the Meeting by the Chairman 2. Reading and Disposal of Unapproved Minutes 3. Report of Officers and Committees 4. Unfinished Business 5. New Business 6. Adjournment	- deleted -
Article V, Section 24	Quorum. The Directors shall act only as a Board and the individual Directors shall have no power as such. A majority of the Directors shall constitute a quorum at any meeting for the transaction of any business, but a less number may adjourn any meeting from time to time, and the meeting may be continued as adjourned without further notice. Unless there be a quorum at any meeting, no business may be transacted. Every decision of a majority of such quorum duly assembled as Board on any question or matter submitted to the Board shall be valid as a corporate act.	Quorum. The Directors shall act only as a Board of Directors and the individual Directors shall have no power as such. At least two-thirds (2/3) of the Directors shall constitute a quorum at any meeting for the transaction of any business, but a less number may adjourn any meeting from time to time, and the meeting may be continued as adjourned without further notice. Unless there be a quorum at any meeting, no business may be transacted. Every decision of at least two-thirds (2/3) of such quorum duly assembled as a Board on any question or matter submitted to the Board of Directors shall be valid as a corporate act. The Directors who cannot physically attend or vote at board meetings can do so through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication that allow them reasonable opportunities to participate in accordance with applicable law, rules and regulations.
Article V, Section 25	Vacancies. Vacancies in the Board of Directors occurring during the year for any cause may be filled for the unexpired term of their office by appointment made by the remaining directors, if still constituting a quorum, and the person so appointed shall hold office until his successor shall have been duly elected by the stockholders and qualified. Should the number of Directors be reduced to less than a quorum, vacancies in the Board shall be filled at a special stockholders' meeting duly called for that purpose.	Vacancies. For regular vacancies or vacancies in the Board of Directors occurring during the year for any cause, such vacancy may be filled for the unexpired term of their office by appointment made by the remaining directors, if still constituting a quorum, and the person so appointed shall hold office until his successor shall have been duly elected by the stockholders and qualified. Should the number of Directors be reduced to less than a quorum, vacancies in the Board of Directors shall be filled at a special stockholders' meeting duly called for that purpose. However, for emergency vacancies or when the vacancy prevents the remaining directors from constituting a quorum and emergency action is required to prevent grave, substantial and irreparable loss or damage to the Bank, such vacancy may be temporarily filled from among the Senior Officers of the Bank by unanimous vote of the remaining directors. The action by the designated director shall be limited to the emergency action necessary, and the term shall cease within a reasonable time from the termination of the emergency or upon election for the replacement director at the special stockholders' meeting duly called for the purpose in accordance with the preceding paragraph, whichever comes earlier. In these cases, the Bank shall notify the SEC within the prescribed period from creation of the emergency board, stating the reason therefor.
Article V, Section 26	Directors's Fees and Other Remuneration.	Renumbering
Article V, Section 27	Presiding Officer. The Chairman, or, in his absence or inability, the Chairman of the Board, shall be the Presiding Officer of the Board of Directors. In the event of the absence, death, incapacity, or permanent disability of both the Chairman and Vice Chairman, the Directors present shall determine who among themselves shall preside over the meeting of the Board.	Presiding Officer. The Chairman, or, in his/her absence or inability, the Vice Chairman, shall be the Presiding Officer of the Board of Directors. In the event of the absence, death, incapacity, or permanent disability of both the Chairman and Vice Chairman, the Directors present shall determine who among themselves shall preside over the meeting of the Board of Directors.
Article V, Section 28	Powers. The Board of Directors shall direct, manage, and supervise under its collective responsibility the affairs of the Bank. The powers of the Board shall include, but shall not be limited to, the following:	Amending the Powers of the Board to be more precise.
Article V, Section 29	Executive Committee. The Board of Directors may create an Executive Committee of three (3) members, with two (2) as alternates. The Executive Committee so created shall have such powers as the Board may specifically designate and shall exist at the pleasure of the Board. The members of the Executive Committee and their alternates, who may all be chosen from among the members of the Board, shall serve for such period as the Board may determine. The presence of two (2) members shall be sufficient for the transactions of business by the Executive Committee.	Board Committees. The Board of Directors may create such Board Committees as necessary with the composition, functions, qualifications of members and chairman, and/or the required number of independent directors as members, to be determined by the Board, subject to applicable law, and rules and regulations.
-	Management Committee	Deleted
Article V, Section 30	New	Trust and Other Fiduciary Business. Trust and other fiduciary business of the Bank shall be carried out through a trust department which shall be organizationally, operationally, administratively, and functionally separate and distinct from, other departments and/or businesses of the Bank. The trust department, Trust Officer and other subordinate officers of the trust department shall only be directly responsible to the Bank
Article VI, Section 31	Minutes	Renumbering
Article VI, Section 32	Senior Officers	Renumbering
Article VI, Section 33	The President. The President shall be a member of the Board of Directors and shall be elected by the vote of at least seventy per cent (70%) of all the members of the Board.	The President. The President shall be a member of the Board of Directors and shall be elected by the vote of at least seventy percent (70%) of all the members of the Board of Directors.
Article VI, Section 34	Other Officers	Deleted
Article VI, Section 35	Powers and Duties of the President. The President shall, subject to control and supervision of the Board of Directors, have a direct charge of all business activities of the Bank. He shall provide at all meetings of the stockholders, the Board of Directors and the Executive Committee, reports and data which may be required of him. He shall have such other powers and perform such duties as may be conferred upon and assigned to him by the Board.	Powers and Duties of the President. The President shall, subject to control and supervision of the Board of Directors, be in charge of the business activities of the Bank. He shall provide at all meetings of the stockholders, and the Board of Directors, reports and data which may be required of him. He shall have such other powers and perform such duties as may be conferred upon and assigned to him by the Board of Directors.
Article VI, Section 36	Powers and Duties of the Vice President. The Board of Directors may appoint any number of Vice President of each class as may be deemed necessary. Every Vice President of each class, and such other senior officers that maybe elected/appointed by the Board, shall have such powers and perform such duties as may be conferred and assigned to him or may from time to time be prescribed by the Board of Directors. (As amended by the Board of Directors and Stockholders on 09 March 2002).	Powers and Duties of Senior Officers. The senior officers shall have such powers and perform such duties as may be conferred and assigned to them or may from time to time be prescribed by the Board of Directors. (As amended by the Board of Directors and Stockholders on 09 March 2002).
Article VI, Section 36	The Treasurer. The Board shall appoint or designate a Treasurer who shall have the custody and control of all the funds, securities and properties of the Bank and perform such duties as may be assigned to him by the Board. He shall render to the President and/or to the Board an account of the financial condition of the Bank, whenever required. At the close of each fiscal year, he shall submit to the Board a financial report of the Bank	The Corporate Treasurer. The Board of Directors shall appoint or designate a Corporate Treasurer, where appropriate, who shall have the custody and control of all the funds, securities and properties of the Bank and perform such duties as may be assigned to him by the Board of Directors. He shall render to the President and/or to the Board of Directors an account of the financial condition of the Bank, whenever required. At the close of each fiscal year, he shall submit to the Board of Directors a financial report of the Bank
-Article VII, Section 38	The Corporate Secretary and Assistant Corporate Secretary. The Board shall appoint a Corporate Secretary and one or more Assistant Corporate Secretaries who shall give due notice and keep the minutes of all meetings of the stockholders of the Bank and of the Board of Directors, have custody of the Stock Certificate Book, Stock and Transfer Book, the Corporate Seal, and other records, papers and documents of the Bank, prepare ballots for the annual election and keep a complete and up-to-date roll of the stockholders and their addresses. The Corporate Secretary shall perform such other duties as are incident to his office and those which may be required of him by the Board of Directors. (As amended by the Board of Directors and Stockholders on 09 March 2002)	The Corporate Secretary and Assistant Corporate Secretary. The Board of Directors shall appoint a Corporate Secretary and one or more Assistant Corporate Secretaries who shall give due notice and keep the minutes of all meetings of the stockholders of the Bank and of the Board of Directors, have custody of the Stock Certificate Book, Stock and Transfer Book, the Corporate Seal, and other records, papers and documents of the Bank, prepare ballots for the annual election and keep a complete and up-to-date roll of the stockholders and their addresses. The Corporate Secretary shall perform such other duties as are incident to his office and those which may be required of him by the Board of Directors. (As amended by the Board of Directors and Stockholders on 09 March 2002)
-	Junior Officers	Deleted
Article VII, Section 39	Loans to Directors and Officers. No director or officer of the Bank shall, either directly or indirectly, for himself or as the representative or agent of others, borrow any of the deposits of funds of the Bank, nor shall he become a guarantor, endorser, or surety of loans from the Bank to others, or in any manner be an obligor for money borrowed from the Bank or loaned or loaned by it, except with the written approval of the majority of the directors of the Bank, excluding the director concerned. Any such approval shall be entered upon the records of the Bank and a copy of such entry shall be transmitted forthwith to the appropriate supervising department of the Central Bank of the Philippines. The office of any director or officer who violates the provision of this section shall immediately become vacant.	Loans to Directors and Officers. No director or officer of the Bank shall, either directly or indirectly, for himself or as the representative or agent of others, borrow any of the deposits or funds of the Bank, nor shall he become a guarantor, endorser, or surety of loans from the Bank to others, or in any manner be an obligor for money borrowed from the Bank or loaned or loaned by it, except with the written approval of the majority of the directors of the Bank, excluding the director concerned. Any such approval shall be entered upon the records of the Bank and a copy of such entry shall be transmitted forthwith to the appropriate supervising department of the Bangko Sentral ng Pilipinas. The office of any director or officer who violates the provision of this section shall immediately become vacant.
Article VIII, Section 40	Officers Authorized to Sign	Renumbering
Article IX, Section 41	Surplus Reserve. Subject to the provisions of law and of the regulations of the Central Bank of the Philippines, the Board of Directors may create a surplus reserve out of the net earnings resulting from the operation of the Bank for such purpose/s as it may deem necessary, proper and convenient.	Surplus Reserve. Subject to the provisions of law and of the regulations of the Bangko Sentral ng Pilipinas, the Board of Directors may create a surplus reserve out of the net earnings resulting from the operation of the Bank for such purpose/s as it may deem necessary, proper and convenient.
Article X, Section 42	Declaration of Dividends. Dividends may be declared annually as the Board of Directors may determine. The Board of Directors may declare dividends only from the surplus profits of the Bank, after making proper provisions for the necessary reserves in accordance with law and the regulations of the Central Bank of the Philippines.	Declaration of Dividends. Dividends may be declared as the Board of Directors may determine. The Board of Directors may declare dividends only from the surplus profits of the Bank, after making proper provisions for the necessary reserves in accordance with law and the regulations of the Bangko Sentral ng Pilipinas.
Article X, Section 43	Stock Dividends	Renumbering
Article XII, Section 44	Fiscal Year	Renumbering
Article XI, Section 45	Inspection by Stockholders	Renumbering
Article XIV, Section 46	Amendments, Repeals, New By-laws	Renumbering
Article XIV, Section 47	Design. The Board of Directors shall by resolution prescribe a corporate seal which shall be in such a design as the Board may choose.	Design. The Board of Directors shall by resolution prescribe a corporate seal which shall be in such a design as the Board of Directors may choose.
-	All references to "Central Bank" or "Central Bank of the Philippines"	Bangko Sentral ng Pilipinas
-	All references to "corporation"	BDO Unibank, Inc. (the "Bank")

Rationale for the amendment(s)

To conform to the Revised Corporation Code of the Philippines and the Bank's current operations and structure as well as enhance corporate governance

The timetable for the effectivity of the amendment(s)

Expected date of filing the amendments to the By-Laws with the SEC	Dec 16, 2021
Expected date of SEC approval of the Amended By-Laws	Jul 28, 2022

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

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Other Relevant Information

Please note that the amendments to Article IV Sections 10 and 16 have been further amended, as approved by the Board of Directors and stockholders. Please refer to separate disclosure under PSE Circular No. C02801-2021 for the latest amendments to these provisions. Earlier disclosure is being amended as a result of the receipt of approval of the Securities and Exchange Commission.

Filed on behalf by:

Name	Elmer Serrano
Designation	Corporate Information Officer