OFFICIAL RECEIPT \ ‘Republic of the Philippines: DEPARTMENT OF FINANCE Gj SECURITIES & EXCHANGE COMMISSION {5 ‘SEC Building, EDSA, Greenhills ee ben Revised 2008 PAYOR — RENEFICIAL LIFE TNGLRANCE COMPARY IND. andar CY | ( WaTuURE OF COLLECTION | “Exe” [aren ‘AMOUNT 1 LF «60828) | 7 9.0 HISOELLERS EOE 673) oD > 5,000.00 ToraL FHP 5,050.00 "AMOUNT IN WORDS | FIVE THOUSAND FIFTY PESOS AND 0/100 Tcash Received the jel Giese Oy ‘Amount Stated Above ireceved Check [Ei Money Order Lome Itoney Order Number tary Jape Domlravez \ COLLECTING OFFICER [Bate of treasury Warrant, ORNo. —1aSi0i5 check, Money Order NOTE! White the number and date ofthis receipt on the back of treasury ‘warrant, check of money order received:15 June 2016 CORPORATE GOVERNANCE AND FINANCE DEPARTMENT SECURITIES AND EXCHANGE COMMISSION SEC BUILDING, EDSA Greenhills Mandaluyong City, Metro Manila ATTENTION: ATTY. JUSTINA F. CALLANGAN Director RE : SEC FORM 20-IS (Definitive Information Statement 2016) Dear Atty. Callangan: We refer to your letter dated 13 June 2016 which embodies the findings of the Corporate Governance and Finance Department of the Honorable Securities and Exchange Commission (the “Honorable Commission’). In compliance with the directive of the Honorable Commission, the Corporation amended item 4 (d) of its SEC Form 20- IS by updating of the information contained therein to cover the period ending 31 May 2016; an entry which is now reflected in the SEC Form 20-IS (Definitive Information Statement 2016) Having thus complied with the directive of the Honorable Commission, Beneficial Life Insurance Company, Inc, hereby files three (3) copies of SEC Form 20-IS (Definitive Information Statement 2016) Kindly acknowledge receipt hereot Thank you. Very truly yours, BENEFICIAL LIFE INSURANCE COMPANY, INC. Beneficial Life Insurance Co,, Inc. Tea caceioe tassel tape Plan Cy ESP S Soci BenLife 1T (6632) 818-8671 + F (4652) B18-2291 oF 95, (632) B1B-2502 www bentife.com.oh ‘Alagang tunay. Alagang BenL fe,NOTICE OF ANNUAL STOCKHOLDERS’ MEETING NOTICE IS HEREBY GIVEN that the annual meeting of the Stockholders of BENEFICIAL LIFE INSURANCE COMPANY, INC. will be held at the 8/F Penthouse, Beneficial Life Building, 166 Salcedo Street, Legaspi Village, Makati City on July 22, 2016, Friday, 3:00 - §:00 o'clock in the afternoon with the following AGENDA’ 1. Call to Order 2. Certification by the Corporate Secretary of the sending of notices and existence of a quorum Approval of the Minutes of the Annual Meeting of the Stockholders of the Corporation held on 26 June 2015 4, Annual Report for the Fiscal Year Ended 31 December 2015 5. Ratification of all the Acts and Resolutions of the Board of Directors and Management adopted since the last annual stockholders’ meeting 6. Election of Directors 7. Election of External Auditors for the Fiscal Year 2016 Consideration of such other Business as may properly come before the meeting 9. Adjournment Only stockholders of record as at the close of business hours on April 30, 2016 are entitled to notice of, and to vote, at this meeting. Registration will start at 2:30pm. Given on this 15" day of June 2016 at Makati City, PI ROMUALD C. A Corporate Secret We are not soliciting your prony. However, if you would be unable to attend the meeting but would like to be represented thereat, you may accomplish the herein proxy form and submit the same on or before 20 June 2016 to the Office of the Corporate Secretary at 7/F Beneficial Life Building, 166 Salcedo Street, Legaspi Village, Makati Cty, Manila 1228. Validation of proxies shall be held on 10 July 2016 at 9:00 o'clock in the morning at the Office of the Corporate Secretary. Thank you. next page for explanation for each agenda item for stockholders’ approvalEXPLANANTION OF AGENDA ITEMS FOR STOCKHOLDERS’ APPROVAL, roval of the utes of the previous meetin: The Minutes of the meeting held on 26 June 2015 are available at the company website, www.benlife.com.ph Copies of the minutes will also be distributed to the stockholders before ‘the meeting. Remarks: A resolution on this agenda item must be approved by the majority of the votes of the stockholders present and eligible to vote. Resolution: “RESOLVE, as it is hereby resolved, that the minutes of the annual meeting of stockholders held on June 26, 2015 be, as the same are hereby, approved.” The audited financial statements as of December 31, 2015 (AFS) will be presented for approval by the stockholders. Prior thereto, the President, Mr. Jose L. Arguelles, will deliver a report to the stockholders on the performance of the company in 2015 and the outlook for 2016. The AFS will be embodied in the Information Statement to be sent to the stockholders at least fifteen (15) business days prior to the meeting. Remarks: A resolution on this agenda item must be approved by the majority of the votes of the stockholders present and eligible to vote. Resolution: “RESOLVE, as it is hereby resolved, that the audited financial statements for the year ended December 31, 2015 be, as the same are hereby, approved.” Ratification of all acts and resolutions of and management adopted during thi preceding year Rattfcation by the stockholders will be sought for all the acts and resolutions of the Board of Directors and all the acts of the management of the company taken since the annual stockholders’ meeting on 26 June 2015. The acts and resolutions of the board and its committees include approval of contracts and agreements, projects and investments, treasury matters and acts and resolutions covered by disclosures to the Securities and Exchange Commission and the Insurance Commission. The acts of management were those taken to implement the resolutions of the Board and/or its committees, or taken in the general conduct of business. Remarks: A resolution on this agenda item must be approved by the majority of the votes of the stockholders present and eligible to vote.Resolution: “RESOLVE, as it is hereby resolved, that the acts and resolutions of the board and its committees as well as those of the management made and adopted during since the last stockholders’ meeting be, as the same are hereby, approved.” Election of directors In accordance with the By-laws of the company, the manual on corporate governance and the SEC rules, any stockholder, including minority stockholders, may submit to the Nomination Committee nominations to the Board not later than April 15, 2016. The Nominations Committee will determine whether the nominations for director, including the nominees for independent director, have all the qualifications and none of the disquaifications to serve as members of the Board before submitting the nominees for election by the stockholders. The profiles of the nominees to the Board will be provided in the company website for examination by the stockholders. Remarks: The directors are elected by plurality votes using the cumulative voting method. The tally of votes will be refiected in the minutes of the meeting. Election of auditors For the fiscal year 2016, the accounting firms of Punongbayan & Araullo, Reyes Tacandong & Co., and Diaz Murillo Dalupan and Company were nominated to act as external auditor of the Corporation. The Audit Committee will endorse to the stockholders for election and appointment, the external auditor-nominees for the ensuing year. The profile of the external auditor will be provided in the company website for examination by stockholders. Remarks: A resolution on this agenda item must be approved by the majority of the votes of the ‘stockholders present and eligible to vote. Resolution: “RESOLVE, that the election of [name of the accounting firm that will be elected] as external auditor of the Corporation for the year 2016 be, as it is hereby confirmed and approved.” Consideration of such other Business as may properly come before the meeting The Chairman will open the floor for comments and questions by the stockholders. Stockholders may also propose to consider such other relevant matters or issues.PROXY The undersigned stockholder of BENEFICIAL LIFE INSURANCE COMPANY, INC. (the “Corporation") hereby appoints , of in hisiher absence, the Chairman of the Board, as his/her attomey-infact and proxy, with power of substitution, to present and vote all shares registered in his/herlits name as proxy of the undersigned stockholder, at the annual meeting of stockholders of the Corporation on July 22, 2016 and at any of the adjournments thereof for the purpose of acting on the following matters: 1. Approval of minutes of previous meeting 5. Election of independent aucitor —Yes No __Abstain for the year 2016 Yes __No __Abstain 2. Approval of annual report 6. _Athisther discretion, the proxies named Yes 9 No __Abstain ‘above are authorized to vote upon such other matters as may properly come before the meeting 3. Ratification of all acts and resolutions of the Board and management adopted Ge yan) Ne during the preceding year Yes No __Abstain 4, Election of Directors No. of Votes Enrique C. Femandez Jose L. Arguelles Roberto C. Femandez Roberto F. De Ocampo Carl Anthony S. Palanca Jaime F. Panganiban Printed Name of Stockholder Signature of Stockholder” HATH Cesar 0. Virtusio Authorized Signatory Dakila B. Fonacie George Y. Sycip Florentino M. Herrera Ill Santiago Gabriel O. Femandez. Date THIS PROXY SHOULD BE RECEIVED BY THE CORPORATE SECRETARY ON OR BEFORE JUNE 20, 2016, THE DEADLINE FOR SUBMISSION OF PROXIES. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE MATTERS STATED ABOVE AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN THE MANNER DESCRIBED IN THEINFORMATION STATEMENT AND/OR AS RECOMMENDED BY MANAGEMENT OR THE. BOARD OF DIRECTORS. A STOCKHOLDER GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME BEFORE THE RIGHT GRANTED IS EXERCISED. A PROXY IS ALSO CONSIDRED REVOKED IF THE STOCKHOLDER ATTENDS THE MEETING IN PERSON AND EXPRESSES HIS INTENTION TO VOTE IN PERSON. NOTARIZATION OF THIS PROXY IS NOT REQUIRED.10. 1 ‘SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT of Check the appropriate box: [ ] Preliminary information Statement [¥ ] Definitive information Statement Name of Registrant as specified in its Charter: BENEFICIAL LIFE INSURANCE COMPANY, INC. (the “Company’) Province, Country or other jurisdiction of incorporation or organization Metro Mani Philippines SEC Identification Number: 16680 BIR Tax Identification Number: 000-883-987 Address of Principal Office: Beneficial Life Building, 166 Salcedo St, Legaspi Village, Makati City 1229 Philippines Registrant's telephone number: (632) 818-8671 Date, time and place of the meeting of the security holders: Date July 22, 2016, Friday Time : 3:00-5:00 pm Place The Penthouse, 8/F Beneficial Life Building 166 Salcedo St,, Legaspi Vi 1e, Makati City Approximate date on which the Information Statement is to be first sent or given to security holders: June 15, 2016 In case of Proxy Solicitations: NA Securities registered pursuant to Sections 8 and 12 of the Code or Section 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants) Title of Each Class Number of Shares of Common Stocks Outstanding or Amount of Debt Outstanding NA12. Are any or all of the registrant's securities listed in the Philippine Stock Exchange? YES NO v 2 | FORM 20-15 DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.A INFORMATION REQUIRED IN THE INFORMATION STATEMENT GENERAL INFORMATION Item 4.Date, Time and Place of Meeting of Stockholders (a) (b) Date July 22, 2016 Time 3:00pm Place Penthouse, 8/F Beneficial Life Building 166 Salcedo St., Legaspi Village Makati City Approximate date when the Information Statement is to be first sent to stockholders: June 15, 2016 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Item 2. Dissenters’ Right of Appraisal ‘There are no matters or proposed actions included in the Agenda of the Meeting that may give rise to a possible exercise by stockholders of their appraisal rights. Generally, however, the stockholders of the Company have the right of appraisal in the following instances, as provided under the Corporation Code: (1) in case ‘any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class of shares or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence; (2) in case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or ‘substantially all of the corporate property and assets; (3) in case of merger or consolidation; and (4) in case of investments in another corporation, business or purpose. ‘Any stockholder who wishes to exercise his appraisal right must have voted against the proposed corporate action. He/she must also make written demand ‘on the Company, within thiry (30) days after the date on which the vote was taken, for payment of the fair value of his/her shares. Failure to make the demand within such period shall be deemed a waiver of the exercise of the appraisal right. if the proposed corporate action is implemented or effected, the Company shall pay to such stockholder, upon surrender of the certificate(s) of stock representing his/her shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action, {f, within a period of sixty (60) days from the date the corporate action was approved by the stockhoklers, the withdrawing stockholder and the Company cannot agree on the fair value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom shall be named by the stockholder, another by the Company, and the third by the two (2) thus chosen. The findings of the majority of the ers shall be final, and their award shall S| FORM 20-18 DEFINITIVE INFORMATION STATEMENT (2016) [BENEFICIAL LIFE INSURANCE COMPANY,Item 3. Item 4. be paid by the Company within thirty (30) days after such award is made. No Payment shall be made to any dissenting stockholder unless the Company has unrestricted retained earnings in its books to cover such payment. Upon payment by the Company of the agreed or awarded price, the stockholder shall forthwith transfer his shares to the Company. Interest of Certain Persons in or Opposition to Matters to be Acted Upon (@) No director, nominee for election as director, associate of the nominee or executive officer of the Corporation at any time since the beginning of the last fiscal year had any substantial interest, direct or indirect, by security holdings or otherwise, in any matters to be acted upon in the meeting, other than election to office. (b) No director has informed the Corporation writing that he intends to ‘oppose an action to be taken by the Corporation at the meeting, CONTROL AND COMPENSATION INFORMATION Voting Securities and Principal Holders Thereof (a) Class of Voting Shares The registrant has six hundred twenty six million seven hundred fifty six thousand four hundred ninety four (626,756,494) outstanding common shares. There are approximately six thousand seven hundred seventy (6,770) stockholders as of April 30, 2016. Each common share shall be entitled to one (1) vote with respect to all matters to be taken up during the Annual Stockholders’ Meeting. (b) Record Date ‘The record date for determining stockholders entitled to notice and to vote during the annual stockholders meeting and also to this Information Statement is April 30 2016. (©) Manner of Voting Section 6 (A), (B) and (C) of the By-laws of the Company provide: Section 6 (A) ~ At any meeting of the stockholders, if the chairman of the meeting so directs or if any stockholders present so'request, the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions with respect to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by three (3) inspectors, to be appointed by the chairman of the meeting. Section 6 (B) ~ Each stockholder shall have one (1) vote for each share of stock entitled to vote as provided in the Arficles of Incorporation or otherwise by law and registered in his name on the books of the Corporation. 4 FORM 20-IS DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC,Section 6 (C) - At any meeting of the stockholders, each stockholder shall be entitled to vote either in person or by proxy appointed by instrument in writing subscribed by such stockholder or by his duly authorized attomey and delivered to the Secretary orto the inspectors at the meeting. (d) Election of Directors and Cumulative Voting Rights, ‘All shareholders, including minority shareholders, have the right to elect, remove and replace Directors and vote n certain corporate acts in accordance with the Corporation Code of the Philippines. In the election of directors, the number of votes to which each stockholder is entitled shall be equal to the number of shares he owns muitiplied by the number of directors to be elected. All stockholders have cumulative voting rights. Each stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit. The total number of votes cast by him shall not, however, exceed the number of shares owned by him multiplied by the number of directors. (d) Security Ownership of Certain Record and Beneficial Owners and Management (1) Security Ownership of Certain Record and Beneficial Owners (more than 5%) as of May 31, 2016. ‘As of May 31, 2016, the Company knows of no one who beneficially owns in excess of five percent (5%) of its common stock except as set forth in the table below: Name. address of | Name of beneficial Tite of record owner and | ownerand relationship |_Siass | _tetatonshio w/ issuer Lniiecosouner | Citizenship [FMF Development Cor. (commen (FMF) lennquec. Femansez —fFipno '3F Alpap | Bg. 140 [Lewete st (President ana Director) ‘Saloedo Vilage, Makati City And Stockholders (Parent Company (common [erie Trading, In. Roberto ©. Femandez Filpno —|71,886,t27 | 11.42% 1381 Paim Averue, [Dasmarinas Vilage, Makati |(Corprate Secretary and lory [breston) E [Related Party ‘And Stockholders Filpino FORM 20-IS DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.Both domestic companies are the registered owners on record or per books of the Corporation's stock and transfer agent. FMF, however, has more 68,546 stockholders while Merje Trading Inc. is a closely-held corporation. FMF Development Corp. as a corporation is represented by its President, Mr. Enrique C. Fernandez. Merje Tarding, inc. on the other hand is represented by its Corporate Secretary, Mr. Roberto C. Fernandez. The officers and shareholders of Merje Trading, Inc. are the Fernandez family, which include Messrs. Enrique, Jaime, and Roberto Fernandez. (2) Security Ownership of Management as of May 31, 2016 Tite of Class Name of Beneficial Owner Amount andnature of Percent of, beneficial onnership class Common Ma. Editha S. Paltongan 99,143 0.0158% Common Edmundo A. Urbano 4)359 0.007% Common Teresita E. Ullegue 8,205 0.0013% Common Deborah Q. dela Cruz 8.957 0,0014% Common Femandez, Jaime C. 3,294 0.005% All officers and directors as a 199,357 0.0222% {group including qualifying shares (e) Voting Trust There was no change in control of the registrant during the year. The Corporation knows of no person holding more than ten percent (10%) of common shares under a voting trust or similar agreement which may result in a change in control of the Corporation during the period covered by this report. () Changes in Control No changes in control in the Corporation has occurred sine the beginning Of its last fiscal year. (9) Sale of Unregistered Securities There were no securities of the registrant sold by it within the past three (3) years which were not registered under the Code. The common share of the Company is not traded on the Philippine Stock Exchange. If there is any trading, itis a private transaction between stockholders and these are isolated cases. As of the first quarter of 2016, the reported offering rice per share was at 21.50, inclusive of all processing fees to effect the © | FoRM 20-15 DEFINITIVE INFORMATION STATEMENT (2016) [BENEFICIAL LIFE INSURANCE COMPANY, INC.saletransfer. There were no sales or transfers reported for any consideration other than for cash Item 5. Directors and Executive Officers (a) Directors and Executive Officers for 2015-2016 Article Ill, Sections 1 and 2 of the By-Laws of the Corporation provide: “The number of directors of the Corporation shall be eleven (11) including the independent directors as may be required by law.” “Each director shall hold office for one (1) year and until his successor is duly elected and has qualified ; provided however that any director may be removed from office, with or without cause, at any time by two-thirds (2/8) vote of the subscribed capital stock entitled to vote.” (1) The nominations for the election of all directors by the stockholders shall be submitted in writing to the Board through the Corporate Secretary on or before the date that the Board may fix, provided that such date shall be prior to the stockholders’ meeting. ‘The nominees are formally nominated by shareholders to the Nomination Committee who pre-screens the qualifications of the nominees and prepares a final list of nominees eligible for election. Only nominees whose names appear on the final list of \didates are eligible for election as directors. No nominations will be entertained or allowed on the floor during the annual stockholders’ meeting. (2) The Nominees have been pre-screened and was certified by the Nomination Committee of the Board, at the meeting held on April 21 and 26, 2016', to have qualified and have met the requirements prescribed under the By-Laws of the Corporation, the Corporation's Manual on Corporate Governance, Insurance Commission Circular No. 31-2005 dated September 26, 2005, the Code of Corporate Governance (SEC Memorandum Circular No. 2, Series of 2002), the Guidelines on the nomination and election ‘of Independent Directors under Section 38 of the Securities Regulation Code and SEC Memorandum Circular no. 9 series of 2011 which took effect on January 2, 2012. The Nomination Committee who pre-screened and approved the nominations of the Nominees are Mr. Enrique C. Fernandez as Chairman, and Messrs. Jose L. Arguelles, Carl Anthony Sy Palanca, George Y. Sycip, and Cesar O. Virtusio, as members. * The following were present during both meetings: Mr. Enrique C. Fernandez (Chairman), Jose L. Arguelles, = joberto C. Femandez, George Y. Sycip and Cesar O. Virtusio, FORM 20-IS DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC,(3) The following are the persons who have been nominated and are expected to be elected Directors of the Corporation during the annual meeting of the stockholders (the “Nominees”) Name ‘Age_| Citizenship | Position & Office Jose. Arguelles 86 |Filpino | Director and President Enrique C. Fernandez 60_| Filipino ‘Chairman of the Board Roberto C. Femandez | 63 | Filpino | Director & Treasurer Dakila 8. Fonacier 66 | Filpino | Independent Director Florentino M. Herrera, | 62 | Filipino | Director i Roberto F. de Ocampo | 68 | Filipino | independent Director ‘Cari Anthony 40_| Filpino | Director SyPalanca Jaime F. Panganiban | 63 | Filpind | Independent Director ‘Santiago Gabriel O. 22 | Filipino Director Femandez | George Y. Sycip 8 |-American | Direator {Cesar 0. Virtusio 68_| Flipino | independent Director | (4) Pursuant to the Corporation's By Laws, the directors are elected at the Annual Stockholders’ Meeting by the stockholders entitled to vote. Unless a director resigns, dies or is removed, each director holds office for one (1) year until the next annual election and until his successor is duly elected and has qualified. Any vacancy in the Board may be filled by appointment made by a majority vote of the remaining members thereof at a meeting called for that purpose, provided that a quorum is present. The director so chosen shall serve for the unexpired term of his predecessor in office. (8) The positions of President, Chairman of the Board, Vice Chairman, Vice President, Treasurer, Corporate Secretary and Assistant Corporate Secretary shall be elected at the first meeting of the Board of Directors after the annual election of directors, and shall hold office for one (1) year and until their respective ‘successors shall have been elected and qualified. All officers of the Corporation are subject to removal at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the Board. Vacancies occurring among such officers however arising, shall be filled by the Board. However, the Board may, in its discretion leave unfilled, for such period as it may deem proper, any office except that of the President, Treasurer and Secretary. (6) Under the applicable rules and regulations of the Insurance Commission and the Securities and Exchange Commission, the Corporation is required to have at least two (2) Independent Directors. 8 | FoRM 20-15 DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC,(7) For the year 2016-2017, the Corporation will have four (4) independent directors. Mr. Roberto F. de Ocampo, Mr. Cesar Virtusio, Mr. Jaime F. Panganiban and Mr. Dakila B. Fonacier have been Nominated and are expected to be formally re-elected as independent directors during the annual stockholders’ meeting. They possess all the qualifications and none of the disqualifications for nomination and election as independent directors. (®) Mr. Cesar O. Virtusio has been serving as an independent director since his election last November 29, 2006 when he was nominated by Mr. Enrique Femandez, Ms. Karleen Zita B. Palanca and Mr. Roberto C. Femandez. Mr. Roberto F. de Ocampo has been an independent director since October 30, 2008 and was nominated by Mr. Enrique C. Femandez, Mr. Carl Anthony Sy Palanca and Mr. Jose L. Arguelles. Mr. Jaime F. Panganiban and Mr. Dakila Fonacier were first nominated last May 19, 2014 by the Chairman of the Board, Mr. Enrique C. Femandez. The nominated independent directors are not related to any of the members of the Nomination Committee who nominated them; they are not officers nor employees of the Corporation or any of its affliates, and do not have any relationship with the Corporation that would interfere with the exercise of independent judgment in carrying out the responsibilities of an independent director. (9) The attendance of the directors at the meetings of the Board of Directors and of stockholders held in 2015 is as follows: ‘Directors 5 Present Enrique C. Femandez a6 700% Jose L. Arguelies 45 80% Roberto C. Femandez_ 6 100% Ricardo J. Romulo oS 100% Roberto F. de Ocampo oS 100% ‘Carl Anthony SyPalanca 55 700% Jaime F- Panganiban oS 700% Cesar 0. Virtusio oS 100% Dakila B. Fonacier 85 100% George Y. Sycip a 80% 9 | FORM 20-Is DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.Florentino M. Herrera Ill 05 [ee cee pn Ta eds eg) (10) The names of the Corporation's incumbent directors and executive officers, and their respective ages, periods of service, their directorships in other reporting corporations, and positions and offices held for the past five (5) years are set forth in Annex "A" attached hereto and made an integral part of this Information Statement. (11) Significant employees ‘All employees are expected to make reasonable contribution to the success of the business of the Corporation and to the fulfilment of its goals. There is no “significant employee” as defined in Part IV (A) (2) of SRC Rule 12 (Le., a person who is not an executive officer of the registrant but who is expected to make a significant contribution to the business) (12) Involvement in Certain Legal Proceedings Except as disclosed herein or in the Information Statement of the Corporation, there are no material legal proceedings, bankruptcy petition, conviction by final judgment, order, judgment or decree or any violation of a securities or commodities law for the past five (6) years to which the Corporation is a party, or of which any of its material properties is subject in any court or administrative government agency. To the knowledge andior information of the Corporation as set forth in the records, none of the Nominees for election as directors, its current members of the Board of or its Executive Officers have been involved in any legal proceeding, including without limitation being the subject of any (a) bankruptcy petition, (b) conviction by final judgment in a criminal proceeding, domestic or foreign, or a pending criminal proceeding, domestic or foreign, (c) order, judgment or decree of any Court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, ‘suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities, which is not subsequently reversed, suspended or vacated, or (d) judgment of violation of a securities or commodities law or ‘regulation by a domestic or foreign court of competent jurisdiction, the SEC or comparable foreign body, or @ domestic or foreign exchange, which has not been reversed, suspended or vacated, for the past five (5) up to the latest date that is material to the evaluation of hisher ability or integrity to hold the relevant position in the Corporation. (13) Certain Relationships and Related-Party Transactions FMF Development Corp. is the parent company of the Corporation with 81% ownership in the total outstanding capital stock. The 10 | FORM 20-Is DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.Corporation's financial statements are consolidated with that of the parent on an annual basis. The Corporation's wholly owned subsidiaries are Beneficial Financial Advisors, Inc. and Solana Investment Holdings Corp. No other transaction was undertaken by the Corporation in which any director or executive officer was involved or had a direct or indirect material interest aside from the loans granted as disclosed under Note 30 of the audited consolidated financial statements and supplementary Schedule B. Related party transactions shall be conducted at arms-tength and on terms that are at least comparable to normal commercial terms in order to safeguard the best interest of the Corporation, its policyholders, claimants and creditors. In all cases, the applicable and relevant provisions of the Insurance Code and the Corporation ‘Code, as amended, shall be complied with by the Corporation. Existing policy of the Corporation requires directors and officers to accomplish a disclosure form to disclose their interests in transactions or conflicts of interest. ‘Any related party transaction shall be disclosed fully by management to the Board, and prior approval by the Board shall be obtained for all related party transactions which are material in nature. Moreover, the Directors of the Board are required to report any dealings or transactions relating to the Corporation's shares within three (3) business days from occurrence thereof. Consistent with existing policies, the Board constitutes a committee ‘composed of independent directors to conduct a review of the ‘material or significant related party transaction, to determine whether the subject transactions when entered into and executed will redound to the best interest of the Corporation, and to abstain from participating and voting during Board meetings on items when they are conflicted. (b) Resignations Except for Atty. Ricardo Romulo who resigned for personal reasons on April 20, 2016, no director has resigned or deciined to stand for re- election to the Board since the date of the Corporation's last ‘Stockholders’ Meeting because of a disagreement with the Corporation's management on any matter relating to its operations, policies or practices. Item 8.Compensation of Directors and Executive Officers a) Summary Compensation Table Information as to the aggregate compensation paid or accrued during the last two (2) fiscal years and to be paid in the ensuing fiscal year to the 11 | FoRM 20-15 DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INCompany's COO and six (6) other most highly compensated executive officers and all other officersidirectors are as follows: Name/Position FY Salaries Bonus Others Jaime C. Femandez / EVP & COO Annette Marie M. MalixiSVP & ClO Ma. Editha S. Paltongan, SVP- Comptroller Officer; Joy S. Vianzon-VP, Raymund Jay S. Gomez~\P, Devorah dela Cruz, Romuald C. Padilla, Danilo Mercado, Edmundo ‘A Urbano, AVP Total 2016* 15,000,000 1,500,000 2,500,000 2015 13,112,534 1,092,711 2,159,741 estimate for 2016 2014 10,807,986 1,751,763 2,280,904 All other officers and directors as @ group unnamed 2016" 9,000,000 1,500,000 2,500,000 2015 7,446,787 7,522,390 2,052,486 2014 5,197,999 5,137,954 1,171,525 b) Compensation of Directors °) ‘All members of the Board are entitled to a maximum total share of 5% Directors’ Bonus based on Net Income after Tax of the preceding year. Each member receives a Per Diem of P20,000.00 per board meeting and 10,000.00 per executive committee meeting. The same arrangement will be implemented for the ensuing year. The foregoing policies and figures were deliberated and approved by the Remuneration Committee during its meeting held on October 30, 2015 and November 27, 2015." ‘There are no other arrangements or contracts pursuant to which any director of the Corporation was compensated or is to be compensated, directly or indirectly during the last fiscal year and the ensuing year. Employment Contracts and Termination of Employment All Executive Officers, except for the Consulting Actuary, who are on a retainer/consultancy fee basis, are under employment contracts and are entitled to a maximum total share of 3% Management Bonus based on Net Income after Tax of the preceding year. They are also entitled to receive retirement benefits as required by law. There is no other ‘compensatory plan or arrangement, other than retirement, which any ‘executive officer shall receive in case of resignation or termination. There are no outstanding warrants or options held by any of the executive officers or directors. 2 present during the two (2) meeting of the Remuneration Committee are the following: Mr. Enrique C. Femandez, Mr. Jose L. Arguelles, Mr. George Y. Sycip, Mr. Carl Anthony Palanca & Mr. Cesar Virtsio, 12 FORM 20-15 DEFINITIVE INFORMATION STATEMENT (2016) [BENEFICIAL LIFE INSURANCE COMPANY, INC.Item 7.Independent Public Accountants 13 (a) The accounting firm of SyCip Gorres Velayo & Co. (SGV) was the Corporation's Independent Public Accountant for the completed calendar year 2015. (b) Ms. Bernalette L. Ramos served as the Corporation's audit partner for the year 2015. Ms. Ramos assumed the responsibility as a signing partner ‘on the same year which makes her qualified to continue in such capacity under the provisions of Section (3)(b)(ix) of SRC Rule 68 should SGV be elected during the Meeting. The Corporation is thus compliant with the provisions of Section (3)(b)(ix) of SRC Rule 68 on the rotation of external auditors or signing partners and the two-year cooling off period. (©) _ Representatives of SGV will be present during the Annual Stockholders’ ‘Meeting and will be given the opportunity to make a statement if they so desire. They are also expected to respond to appropriate questions if needed. SGV has accepted the Corporation's invitation to stand for re- election this year. (d) The stockholders elect the Corporation's external auditors during the annual stockholders’ meeting. The Audit Committee reviews the audit scope and coverage, strategy and results for the approval of the Board and ensures that audit services rendered shall not impair or derogate the independence of the external auditors or violate SEC regulations. Likewise, the Audit Committee determines any non-audit work performed by extemal auditors, and ensures that such work will not conflict with external auditors’ duties as such or threaten its independence. The members of the Audit Committee for the year 2015-2016 are as follows: Dakila 8. Fanacier - Chairman Cesar O. Virtusio - Member Roberto F.De Ocampo - += Member Roberto C. Fernandez - Member Jaime F. Panganiban - Mamber (e) The accounting firms of Punongbayan & Araullo, Reyes Tacandong & Co., and Diaz Murillo Dalupan and Company were nominated to act as external auditor of the Corporation for the year 2016. The nominee who gets the majority vote during the Meeting will be the Corporation's independent public accountant for the year 2016. () The Corporation paid SGV Audit Fees in the amount of Pesos: One Million Two Hundred Fifty Thousand Four Hundred Eighty & 00/100 (PhP 1,250,480.00) for the fiscal year 2015, The Audit Fees include ‘compensation for audit services for the Corporation and its subsidiaries. During the same fiscal year, the Corporation also engaged the services of SGV for the provision of knowledge transfer and review services related FORM 20-IS DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.to the valuation and stress testing of derivatives and structured products, and paid SGV a fee of Pesos: Seven Hundred Eighty Eight Thousand Four Hundred Eighty & 00/100. (9) There was no event during the last fiscal year covered by this report where the Corporation and SGV or the audit/handling partner had any disagreement with regard to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope or procedure. Item 8.Compensation Plans a ‘The Corporation's current compensation plan covers all regular employees and officers. Employees’ or officers’ participation in the Corporation's compensation plan accrues upon their attainment of regular status. The compensation plan covers gross compensation income and is subject to the outcome of annual performance appraisal, which is initiated by management for position and salary upgrading, No action is to be taken during the Annual Stockholders’ Meeting with respect to any plan pursuant to which cash or non-cash compensation may be paid or distributed ISSUANCE AND EXCHANGE OF SECURITIES Item 9. Authorization or Issuance of Securities Other than for Exchange No action is to be taken during the Annual Stockholders’ Meeting with respect to authorization or issuance of any securities. Item 10.Modification or Exchange of Securities - Not Applicable. Item 11.Financial and Other Information ‘The information required under Item 11(a) of SEC Form 20-IS is contained in the Corporation's 2015 Management Report attached to this Information Statement as Annex “B’. No action is to be taken during the Annual Stockholders’ Meeting with respect to any matter specified in Items 9 or 10. tem 12. Mergers, Consolidations, Acquisitions and Similar Matters — Not Applicable tem 13.Acquisition or Disposition of Property No action is to be taken during the Annual Stockholders’ Meeting with respect to acquisition or disposition of any property by the Corporation requiring stockholders’ approval under the Corporation Code. 14 | FoRM 20-15 DEFINITIVE INFORMATION STATEMENT (2016) [BENEFICIAL LIFE INSURANCE COMPANY, INC.Item 14. testatement of Accounts The accounting policies adopted are consistent with those of the previous financial year except for the adoption of the new and amended Philippine Fit inancial Reporting Standards (PFRS) and the Philippine Interpretations of International Financial Reporting Interpretation Committee (IFRIC) which became. effective beginning January 1, 2014. The Corporation will also adopt several amended and revised standards and interpretations in 2016 and 2018. All I restatement of accounts resulting from the adoption of the new and revised accounting standards are fully disclosed in the Notes to Consolidated Financial Statements. D. OTHER MATTERS Item 15.Action with respect to Reports: The following matters will be presented to the stockholders for approval by a majority vote at the Annual Stockholders’ Meeting: x Minutes of the Annual Stockholders’ Meeting held last June 26, 2015. = Annual report for the fiscal year ended December 31, 2014. - Ratification of all acts of the Board of Directors and Officers of the Corporation since the last annual stockholders’ meeting, = Announcement of cash dividend declaration. - Election of Directors = Appointment of external auditors for the year 2016. The 2015 Annual Report and audited consolidated financial statements for the year ended December 31, 2015. Election of Directors for 2016 Appointment of external auditor for the year 2016 General ratification of all acts and proceedings of the Board of Directors, Executive Committee and Corporate Officers since the Annual Stockholders’ Meeting held last June 26, 2015. Resolutions, contracts, and acts of the Board of Directors, Executive Committee and Management presented to the stockholders for ratification refer to those passed or undertaken by them during the year covered by this report and for the day to day operations of the Corporation as contained or reflected in the minute books, annual report and financial statements. These acts are covered by resolutions of the Board of Directors duly adopted in the normal course of trade and business involving approval of budget for the current year, approval of investments, treasury matters involving opening of accounts and bank transactions, appointment of signatories and amendments thereof, engagement of 7 FORM 20-IS DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.consultants, sale of company vehicles and other matters the Board is required to act upon. Item 16.Matters Not Required to be Submitted Proofs of transmittal to stockholders of the required Notice for the Annual ‘Stockholders’ Meeting and of the presence of a quorum form part of the Agenda of the Annual Stockholders’ Meeting but will not be submitted for approval by the stockholders, Item 17. Corporate Governance The Insurance Commission, the primary regulator of the Corporation, requires the Corporation to adopt and comply with (a) Circular Letter No. 14-2013 dated July 1, 2013 (Asean Corporate Governance Scorecard), (b) Circular Letter No. 21-2009 dated August 12, 2009 (Corporate Governance Scorecard), (c) Circular Letter No. 9-2002 dated May 8, 2002 (Operating Manual against Money- Laundering for insurance Commission Covered Institutions), (d) Circular Letter No. 11-2006 (Money Laundering Self-Rating Form), and (e) Circular Letter No. 2015-02-A dated 13 January 2015 (Minimum Capitalization Requirement), (On January 12, 2016, the Corporation filed with the Securities and Exchange Commission, with a copy furnished to the Insurance Commission, a sworn Certification to the effect that the Corporation has and is fully compliant with the Manual on Corporate Governance and with applicable laws, rules and regulations as of December 31, 2015. ‘The evaluation by the Corporation to measure and determine the level of compliance of the Board, the executive officers and top level management with its Manual on Corporate Governance (the “Manual’) is vested by the Board on the Compliance Officer. The Compliance Officer is mandated to monitor compliance by all concerned with the provisions and requirements of the Manual. The Compliance Officer, has certified to the Board that as of January 30, 2016, the Corporation has substantially adopted and complied with the provisions of the Manual The Corporation aims to create and sustain value for its stakeholders. To achieve this, the Company's Board of Directors, senior management and employees Understand that compliance with regulations and best practice standards is everybody's responsibility ‘The Corporation commits to the highest standards of good corporate governance in realizing its vision and mission. The Company believes that sound corporate practice based on integrity, fairness, accountability and transparency is essential in achieving growth and stability as well as enhancing investors and ‘stockholders’ confidence. ‘The Corporation's Code of Conduct ensures that all employees adhere to the highest standards of honesty, transparency and accountability. To further emphasize the Corporation's commitment to integrity, employees _are 16 | Fonm 20:1 DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC‘encouraged to report, in good faith, to higher management any misconduct within their respective departments/units. Consistent with the foregoing policies and the provisions of the Manual on Corporate Governance, the Corporation has and is implementing the following: (a) () () Protection of Creditors’ Rights The Corporation is committed to meet and comply with its contractual obligations with clients, service providers and suppliers. In accordance with law, they will be given priority in payment of Corporation's obligations in the normal course of business and in the event of liquidation. The Corporation makes public its Audited Financial Statements to inform and update its creditors of the financial standing of the Corporation. Environmental Friendly Value Chain ‘The Corporation is implementing a social and environmental protection policy to improve its employees’ social and environmental consciousness and awareness, and to ensure that such awareness is incorporated in the regular business operation of the Corporation for the benefit of its shareholders, directors, officers, employees and the community where the Corporation operates. In furtherance of the foregoing, the Corporation continues to aggressively implement initiatives’ to support its advocacy on environmental protection by implementing energy efficiency measures in its operations such as use of inverter type air conditioning systems and LED bulbs. Training and development ‘The Registrant implements a training and development program where directors, key officers and employees are provided with the opportunity of attending relevant courses, conventions and trainings locally and abroad provided by reputable entities. The training and development program is designed to enhance the knowledge, skills and competence of employees and officers. For purposes hereof, the Registrant allocates on a yearly basis, a budget for training and development. In 2015, the following seminarsitrainings were taken by Registrant's appropriate directors, employees and officers: (PIM Advanced Underwriting Course (ii) ASPLI, Customer Service Workshop Delivering Memorable ‘Customer Experience and Complaints Handling (iii) Asean Corporate Governance Scorecard Workshop for Insurance Companies (For Officers) (iv) Asean Corporate Governance Scorecard Workshop for Insurance Companies (For Directors) 17 FORM 20-IS DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.(v) IAP, Basic Life Insurance Course (vi) HOLUAP 20" Annual Convention (vii) Asia Health and Benefits Seminar (viii) AP, RBC 101 Impacts and Lessons from other Countries ASPLI— 17" Summit Customer \Service Road Redefined RM, ADO and MSA Training SCOR Global Life Seminar Accounting for Financial instruments, Pursuant to its commitment to good governance and business practice, the Corporation continues to review and strengthen its policies and procedures, giving due consideration to developments in the area of good governance which it determines to be in the best interest of the Corporation and its stockholders. ‘The Corporation actively participates in industry discussions on good governance issues and concerns through the Philippine Life Insurance Association, Inc. Item 18. Voting Procedures (@) Section 5 of the Amended By-Laws of the Corporation states that at any meeting of the stockholders, the holders of majority of the issued and outstanding stock entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum. Moreover, under the ‘Amended By-Laws of the Corporation stockholders may either vote in person, or in absentia or by proxy. () Regarding the election of members to the Board, nominees who receive the highest number of votes shall be declared elected pursuant to Section 24 of Batas Pambansa Big. 68 (the “Corporation Code’). () For other matters submitted to the stockholders for approval, a vote by a majority of the shares present or represented during the meeting shall be necessary to approve the proposed action. (a) Election and voting shall be done viva voce. Representatives from the stock and transfer group, Mr. ROLANDO C. MORILES and Mr. ARJEN MONTEALEGRE, shall supervise the election and counting of the votes. (hn) The number of the votes required for the approval of the minutes of the previous stockholders’ meeting, ratification of the acts of Board of Directors and Management, election of the Board of Directors and the appointment of External Auditor is 165,827,215 shares. 18 FORM 20-IS DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.SIGNATURE PAGE After reasonable inquiry and to the best of my knowledge and belief, | certify that the information set forth in this report is true, complete and correct. This report is signed in the City of Makati on May 20, 2014. BENEFICIAL LIFE INSURANCE CO., INC. By: MATERIALS ACCOMPANYING THIS INFORMATION STATEMENT Annex A — Registrant's Directors and Executive Officers ‘Annex B — Audited Consolidated Financial Statements for 2015; ‘Annex C - Annual Report for 2015 (Form 17-A) ‘Annex D ~ Statement of Management's Responsibility for Financial Statements ‘Annex E - Unaudited Consolidated Financial Statements for the interim period ended March 31, 2016. peeps UNDERTAKING Upon the written request of the stockholders, the Corporation undertakes to furnish said stockholder a copy of SEC Form 20-IS free of charge. Such written request should be directed to: BENEFICIAL LIFE INSURANCE COMPANY, INC. Beneficial Life Bldg. 166 Salcedo St., Legaspi Village Makati City 1229 Attention: Atty. Romuald C. Padilla Corporate Secretary FEEDBACK At Beneficial Life Insurance Company, Inc., we strive to provide you with the highest possible standards of service at all times. Should you have any complaints or concerns, you may bring it up through our website at wwwbenlife.com.ph, or you may call our Customer Service hotline at 818-8671 (loc. 8573). 19 | FORM 20-18 DEFINITIVE INFORMATION STATEMENT (2016) ‘BENEFICIAL LIFE INSURANCE COMPANY, INC.ANNEX “A” REGISTRANT'S DIRECTORS AND EXECUTIVE OFFICERS BENEFICIAL LIFE INSURANCE COMPANY, INC. A. DIRECTORS - The following are the Directors of the Company for the year 2015-2016: JOSE L. ARGUELLES, age 98. He has been a Director since 1966 and President since 1987. He is a member of the Executive/Nomination Committee. He is the Chaitman of the Board of FMF Development Corporation. He is also serving as Board member & Treasurer of The National Teachers College and Lake Shore Educational Institution and Chairman of Beneficial- PNB Financial Advisors inc. He is also a Board member of Philippine Koyo Bearing Co., and a Director of information Professionals, Inc. He finished his BSC degree at De La Salle College. ENRIQUE C. FERNANDEZ, age 63, is the Chairman of the Board of Directors since 2007 and has been a Director since 1984. He is also the Chairman of the Executive/Nomination Committee ‘and a member of the Assets and Liabilities Committee. He is the President and Director of Eramen Minerals, inc. and of FMF Development Corp. He is currently the Chairman of the Board land President of Amalgamated Securities Corp, Director and President of Investment Planning Corporation of the Phils., Other directorships include ICCP Ventures, Inc. Manco Holdings, Inc., Manila Cordage Co., Marilag Corporation, Merje Trading and Phi Koyo Bearing Corp. | He finished his Bachelor of Science degree major in Business Management at the Ateneo de Manila, University and his Master of Business Management degree major course emphasis in Finance and Marketing at JL Kellogg Graduate School of Management, Northwestem University, Evanston, ilinois, USA ROBERTO C. FERNANDEZ, age 56, was elected to the Board in August 11, 2008. He is the Treasurer of the Company and had been a Director from 1995 to 2007. He is also a member of the Assets and Liabilities Committee. He is the President and Director of Manila Cordage Company and President of Manco Synthetics Inc., Manco Insurance Agents, Inc., Mancorealty, Inc. and Manco Farms, Inc. He is also a Director of FMF Development Corporation, Panay Electric Company, and Amalgamated Securities Corp. and President and Chairman of the Board of Mere Trading, Inc. He finished his Masters in Management degree at JL Kellogg Graduate School of Management, Northwestern University, Evanston, llincis, USA. He also finished his Bachelor of Science degree, major in Business Management and his Bachelor of Arts degree, ‘major in Interdisciplinary Studies at the Ateneo de Manila University, Quezon iy DAKILA B. FONACIER, age 70, was nominated as an Independent Director last May 19, 2014 by Mr. Enrique C. Femandez. Mr. Fonacier is currently serving as a Director of the Philippine ‘Stock Exchange, Securities Clearing Corporation of the Philippines, Philippine Dealing Systems Holdings Corporation of the Philippines, Philippine Depository and Trust Corporation, Philippine Dealing Systems Corporation, Mcmanus Ventures Inc., MCX Konsult Corp , and as Chairman ‘and Director of Capital Market integrity Corporation. He has been Facully Member of the UP College of Business Administration, teaching marketing, accounting and business policy courses. in the MBA program from 1967 to 1985. He also served as Bureau of intemal Revenue Commissioner and Concurrent Undersecretary from January 2000 to January 2001, as Undersecretary of the Department of Trade and Industry from 1998 to 2000. He was the President of Franchise One Corp. in 2001 and also served as Chairman of the Board of the Philippines Associated Smelting & Refining Corp. Mr. Fonacier obtained his degree in Bachelor ‘of Science in Business Administration, major in Accounting (Cum Laude) from the University of the Philippines in 1967, and is @ Certified Public Accountant (5th Place in the 1968 CPA ‘examinations). He completed his MBA degree in Marketing and Finance from the JL Kellogg Graduate School of Management, Northwestem University, Chicago, ilinois, U.S.A. in 1974, 20 | FORM 20-15 DEFINITIVE INFORMATION STATEMENT (2016) ‘BENEFICIAL LIFE INSURANCE COMPANY, INC.FLORENTINO M. HERRERA Il, age 65, was elected to the Board in August 11, 2008. He is also an alternate member of the Executive Committee and the Assets and Liabilities Committee. He is the Founding Partner of Herrera Teehankee Faylona & Cabrera Law Offices and a former Partner Cf Angara Abello Concepcion Regala & Cruz Law Offices. He is also curently the Chairman of the Board and/or President of Andorra Holdings, Inc., Bellagio Properties, Inc., Bellcore Holdings Corporation, Bellendort Peak Resources, Inc., Gertosa Resources, Inc., Coastal Bay Chemicals, Inc,, Econdlink Investments, Inc, Fontana Resources Corporation, Genshare Holdings Corporation, Hunter Valley Resources, Inc., Ipioneer Properties, Inc, Maseena Resources Corporation, Mediinks Resources, Inc., Pomona Properties, Inc, Pergamon Resources Corporation, Seabright Resources, Inc., United Paints, Inc., Websphere Resources, Inc. and many others. He is also a Director and Chairman of 911 Alarm, Inc., All Seasons Hotels and Resorts Corp., Media Star Holding Corp., Owl Ventures & Development Condominium Corp., and San Juanico Property Ventures. He is a Director and Vice Chairman of Manirade Development Corp. and Director & President of Aeropartners, nc. and Nabasan Subic Development Corp. He is a Director VP/Tresurer of Marilag Corporation. He also holds the postions of Treasurer and Secretary of many other private corporations including Armada Capita, Inc., Corsair Resources, ine,, Marquise Resources, Inc., North Point Resources, Ine, Dream Harbour, Inc., La Regalade, inc., Meira Realty, Inc., Associated Broadcast Marketing Corp., BOC Holdings Corp., Lufthansa Technik Phis., Ine, STI Education Services Group, Inc. Gther directorships include FMF Development Corporation, Marilag Corp., Asian Alliance Holdings & Development Corporation, Canlubang Golf & Country Club, Inc., E Zobel, Inc., Geograce Resources Phils, Inc., Stargate Media Corp,, United Overseas Bank Phils., and United Coconut Chemicals, Inc. Atty. Herrera finished his Bachelor of Arts in Political Science at the University of the Philippines in 1972 and Bachelor of Laws, Cum Laude, Salutatorian in 1977. He placed 12 in the 1977 Bar Exams. ROBERTO F. DE OCAMPO, age 70, was elected as Independent Director on 2008 and served ‘as a member of the Audit Committee. He served as Secretary of Finance of the Republic of the Philippines from 1994 to 1998 during the presidency of Fidel V. Ramos wherein he brought the country's fiscal position from large deficits to surplus, spearheaded major tax reform programs and led the economy's revenue efficiency ratio to its highest performance levels. He is also the immediate past President of the Asian Institute of Management (AIM), one of Asia's leading Intemational business end management graduate schools based in the Philippines. He is currently the Chairman of the Board of Philippine Veterans Bank, RFO Center for Public Finance and Regional Economic Cooperation, MoneyTree Publishing, Stradcom Corp., Tolways ‘Association of the Phils., Public Finance Institute of the Phils., British Alumni Association, and Foundation of Economic Freedom. He is also the Vice Chairman of Seaboard Eastem Insurance Co,, Tranzen Group, Montalban Methane Power Corp., Agus 3 Hydro Power Corp., La Costa Development and Makati Business Club. He is also the President and Director of Philam Fund, inc., Philam Bond Fund, Ine., Philam Strategic Growth Fund Inc., Philam Managed Income Fund inc, PAMI Global Bond Fund, Inc., and Philam Dollar Bond Fund Inc. He is also a Director of Global Reporting Initiative, PacificGaming Investments Pte. Lid., AB Capital & Investment Corp. Robinsons Land Corp., Phinma Corp., among many others. He is also an adviser in various non- profit organizations and economic councils. He graduated from Ateneo de Manila University, finished his MBA degree at the University of Michigan, Fellow in Developmental Administration at the London School of Economics, and has four doctorate degrees (Honoris Causa). He is the recipient of many Intemational awards. In June 2012, Mr. De Ocampo was awarded by Queen Elizabeth II with a medal for his appointment as an honorary officer of the Most Excellent Order of the British Empire RICARDO J. ROMULO , age 83, has been serving as Director since 1983. He is a senior partner ‘of Romulo, Mabanta, Buenaventura, Sayoc& De los Angeles law firm. He is also serving as the Chairman of the Board of Cebu Pacific Airlines, Interphil Laboratories, Inc., and Sime Darby Pilipinas, Inc. He is a Director of several companies such as Honda Philippines, Inc., Maersk- DEFINITIVE INFORMATION STATEMENT (2016) LIFE INSURANCE COMPANY, INC.Filipinas, Inc, BASF Philippines, Inc., and Philippine American Life and General insurance Company. He serves as trustee of the Pension Fund of The Coca Cola Export Corp. (Philippine Branch). His civic activities include being the Trustee, Makati Business Club, Coca-Cola Foundation Phils., Inc., Asia Society Philippine Foundation, Inc., and Carlos P. Romulo Foundation for Peace and Development, Inc; as member of the Bishop-Businessmen’s Conference and member of the Executive Committee of the Phiippine-Singapore Business Council. Atty. Romulo also served in various goverment commissions and was also awarded with many honors and recognitions, the latest of which was in February 2010 when he was ‘conferred with the Knight's Cross of the Order of Dannebrog by Her Majesty Queen Margrethe Il He holds @ BS cum laude degree from Georgetown University and a Doctor of Laws (J.D.) degree from Harvard Law School. Atty. Ricardo Romulo tendered his resignation from the Board of Directors in April 2018, CARL ANTHONY SY PALANCA, age 43, was elected to the Board in August 11, 2008. He is also a member of the Executive/Nomination Committee and the Assets and Liabilities Commitee. He is a Board member of FMF Development Corporation. He is also a Director of Asian Alliance Holdings & Development Corp., Asian Alliance Investment Corp., The Mother Company, Inc., Cognatio Holdings, Inc., Blue Chips Inv't & Trading Group and CP Holdings Corp. He completed the academic requirements for his Bachelor of Science in Intemational Business degree at the ‘Sophia University, Tokyo, Japan. He also finished his Masters in Business Management at the Asian institute of Management, Makati City. JAIME F. PANGANIBAN, age 65, was nominated by Mr. Enrique C. Femandez as Independent Director last May 19, 2014, in a meeting held by the Nomination Committee. Mr. Panganiban is ‘currently the principal, Chairman and CEO of Lakes Shore CCY Inc. and BGP Asia Pacific Ltd Inc, He is also @ Co-Chairman at Compoint Networks, Inc. a Director of JP Latex Technology, Inc. ‘and Chairman and President of JFP Assets Corp. In 2005-2008, he served as the Advisor and Chief Financial Officer of Development Bank of the Philippines and undertook the take over and rehabilitation of AlAmanah Islamic Investment Bank of the Philippines. And eventually became the Chairman and CEO of Al-Amanah Islamic Bankin 2008. Mr. Panganiban is an accomplished senior bank executive with widely recognized expertise in the treasury, capital markets, investment banking, trust, wealth and risk management built upon a foundation of exposures and postings in the Asia Pacific region. Mr. Panganiban completed his Advanced Management Program(AMP) at the Templeton College, University of Oxford, United Kingdom, and Financial ‘Asset Management and Engineering at the FAME, University of Lausanne, Switzerland. He ‘completed his BSC, Accounting at the Ateneo de Zamboanga and took MBA units at the Ateneo de Mania GEORGE Y. SYCIP, age 61, was elected to the Board in 1997. He is a member of the Executive/Nomination Committee and the Assets and Liabilties Committee. He is also a Director in FMF Development Corporation. He has been involved in intemational banking and finance for over 20 years, He is the President of Halanna Management Corporation and a Founder and Principal in Galaxaco China Group LLC. Mr. Sycip currently sits on several corporate boards including Alliance Select Foods Intl. Inc., Asian Alliance Investment Corporation, Bank of the Orient, MacroAsia Corporation and Paxys, Inc. He is also an Advisor to the Board of Cityland Development Corp. Mr. Sycip also serves as Trustee or Director of several non-profit organizations, including the Intemational Institute for Rural Reconstruction, Giv2Asia, Global Heritage Fund and Califomia Asia Business Council. Mr. Sycip finished his A.B. “with distinction” in Intemational Relations/Economics from Stanford University and his MBA degree from Harvard Graduate School of Business Administration CESAR O. VIRTUSIO, age 70, was elected as an Independent Director to the Board since 2006, He is the Chairman of the Assets and Liabilities Committee and a member of the Executive and 22 | FORM 20-Is DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.‘Audit Committees. He is curently an Executive Director to the Bankers Association of the Philippines. He used to be an Adviser to Dresdner Bank and Dresdner Kleinwort, and formerly the Bank’s Chief Representative. He has been with the Dresdner Bank Group in Germany, Hongkong, Singapore, and the Philippines for over 20 years in various management positions in corporate and investment banking. He also had a stint with Citibank NA, Manila Branch, and was a Manager in the Bank's World Corporation Group. Mr. Virlusio has a Master's Degree in Business Administration with a major in International Business from the George Washington University, Washington DC. B. OFFICERS - The folowing are the officers of the Corporation for 2018-1016: JOSE L. ARGUELLES, President (see credentials in previous paragraph) ROBERTO C. FERNANDEZ, Treasurer (see credentials in previous paragraph) JAIME C. FERNANDEZ, age 60, Executive Vice President & Chief Operating Officer. He {graduated from Ateneo de Manila University and has a Master in Finanoe degree from Golden Gate University. He is currently a Director & Treasurer of the Philippine Life Insurance Association, Investment Planning Corp. of the Philippines and Marilag Corporation. He is the President & CEO of Merje Trading, Inc. He is the Chairman of ETC Forest Lawn and Star Health Care Organization, Inc. He is also the President of Beneficial Financial Advisors, Inc., and PLIA Realty, Inc. and Treasurer of Manila Cordage Company. ANNETTE MARIE M. MALIXI, age 60, Senior Vice President & Chief Investment Officer. She is currently @ Director of Star Healthcare Systems, Inc. and Treasurer of Beneficial Financial ‘Advisors, Inc. She is formerly the Vice Presiden/Group Head in the Private Banking and Fixed Income Distnbution Group of Unionbank of the Philippines from 2006 up to the second hatf of 2008. Her more than 20 years’ experience in Treasury from Intemational Exchange Bank, ‘Asianbank Corp., AB Capital and Investment Corp. and Private Development Corp. of the Phils has honed her’ specialization in proprietary trading in domestic and foreign fixed income instruments, reserve and liquidity management, foreign exchange and swaps, derivates and risk management. She passed her Chartered Financial Analyst (CFA) Level 1 exam in June 2008 and ‘obtained her Bachelor of Science Degree major in industrial Engineering at the University of the Philippines. MA. EDITHA S. PALTONGAN, age 49, Senior Vice President and Comptroller — She graduated Magna Cum Laude with a BSBA degree from University of the East and passed the Board of ‘Accountancy Examination in 1987. She worked with Sycip, Gorres, Velayo8 Co, from 1987 to 1991 as Senior Auditor, after which, she joined the Corporation. Ms. Paltongan is also a Board member and Senior Vice President of Star Healthcare Systems, Inc. and Beneficial Financial ‘Advisors, Inc, JOY S. VIANZON, age 48, Vice President / Chief Accountant She re-joined the Corporation in ‘August 2010 as Chief Accountant. She first joined the Corporation from 1995 to 2007. She was previously connected with IBM Business Services, Inc., Avida Corporation, HSBC and SGV & Co. She is currently @ Director of Beneficial Financial Advisors, Inc. She completed her BSC - ‘Accounting degree at De La Salle University and passed the CPA board examinations in the same year, Atty. RAYMUND JAY 8. GOMEZ, age 44, Vice President - Human Resources, Legal and Regulatory Affairs Department, and Compliance Officer. Atty. Gomez worked as legal counsel of Universal Robina Corporation and Cebu Air, Inc., Director-Corporate Legal Affairs and Litigation of JG Summit Holdings, Inc., and Assistant Vice-President - Legal and Corporate Services of ‘Aboltz Equity Ventures Ine. before he joined the Corporation on September 2014. Atty. Gomez was appointed as Compliance Officer on April 2015. He fnished his Bachelor of Science in 23 | FORM 20-15 DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.‘Commerce major in Legal Management degree at the De La Salle University Manila and his Bachelor of Laws at San Beda College of Law Manila, EDMUNDO A. URBANO, age 58, Assistant Vice President — Underwriting. Mr. Urbano has been with the registrant for 37 years and was appointed as AVP in July 1997. He completed his BS Business Administration degree at the University of the East. DEVORAH Q. DELA CRUZ, age 55, Assistant Vice President — intemal Audit. She graduated with a BSBA — Accounting degree at the Pamantasan Ng Lungsod Ng Maynila and passed the CPA Board examination in 1985 and later joined the Company in June 1993. She is currently the ‘Accountant of Beneficial Financial Advisors, Inc. Atty. ROMUALD C. PADILLA, age 43, Assistant Vice President - Human Resources, Legal and Regulatory Affairs Department, and Corporate Secretary. He worked as legal counsel of Cebu ‘Ai, Inc., JG Summit Holdings, Inc., Aboitiz Equity Ventures, Inc., and Bloomberry Resorts and Hotels, inc. before he joined the Corporation in February 2015. He was the Assistant Corporate Secretary of Entertainment City Estate Management, Inc. Atty. Padilla was appointed Corporate Secretary of the Board of the Corporation on June 2015. He finished his Bachelor of Arts major in Philosophy at the University of San Carlos, Cebu City, his Masters in Theology at the Ateneo de Davao University, Davao City, and his Bachelor of Laws at San Beda College, Manila 24 | FORM 20-15 DEFINITIVE INFORMATION STATEMENT (2016) BENEFICIAL LIFE INSURANCE COMPANY, INC.