Execution Copy SHARE PURCHASE AGREEMENT between ‘THE SELLING SHAREHOLDERS AS LISTED IN ANNEX “A” and HEXAGON INVESTMENT HOLDINGS LIMITED Dated May 12, 2011 nr’ aTABLE OF CONTENTS Articles S Section I Defnitions.. Section 2 Agreement to Sell and Purchase Section 3 Completion... Section 4 Representations and Warranties of the Selling Shareholders Section 5 Representations and Warranties of the Investor. Section 6 Reliance... cei Section 7 Survival of Representations and Warranties Section 8 Conditions of Completion. ; Section 9 Notices... i Section 10 Applicable Law... Section 11 Arbitration o.com Section 12 Successors and Assigns... Section 13 Amendments, Waivers and Consents Section 14 Counterparts Section 15 Entire Agreement, Incorporation of Annexes and Schedules. Section 16 Invalid Provisions. Section 17 Further Assurances ANNEX A LIST OF SELLING SHAREHOLDERS AND SALE SHARES. Page No. BE mS HENAN RES ¥SHARE PURCHASE AGREEMENT ‘This SHARE PURCHASE AGREEMENT (this "Agreement", dated May 12, 2011, between: (1) The SELLING SHAREHOLDERS as listed in Annex “A”, represented by their duly authorized attomey-in-fact, Rizal Commercial Banking Corporation (the “Selling Shareholders”); and (@) HEXAGON INVESTMENT HOLDINGS LIMITED, an exempted company incorporated in the Cayman Islands with limited liability and having its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the "tnvestor"). RECITALS WHEREAS, the Selling Shareholders desire to sell to the Investor a total of 44,448,275 common shares in Rizal Commercial Banking Corporation (the “Company” (the “Sale Shares”); WHEREAS, the Investor desires to purchase from the Selling Shareholders such Sale Shares under the terms set forth herein; NOW, THEREFORE, for and in consideration of these premises, the parties hereto agree as follows: 1. Definitions. Save as otherwise defined in this Agreement, capitalized terms and expressions shall have the meaning given to them in the share acquisition agreement between Rizal Commercial Banking Corporation and the Investor dated on or around the date of this Agreement. 2. Agreement to Sell and Purchase. On the terms and subject to the conditions set forth in this, Agreement, the Selling Shareholders agree to sell, transfer, convey and deliver to the Investor (or such person nominated in writing by the Investor), and the Investor agrees to buy, full legal and beneficial ownership over Forty Four Million Four Hundred Forty Eight Thousand Two Hundred Seventy Five (44,448,275) fully paid common shares of the Company, representing approximately 3.9% of the Fully Diluted Share Capital at Twenty Nine Pesos (Php29.00) per common share (the “Sale Shares Purchase Price”) on the Completion Date. The breakdown of the Sale Shares sold by each Selling Shareholder and the corresponding purchase price for such are listed in the attached Annex A”. 3. Completion. (a) Subject to the terms of this Agreement and the satisfaction (or waiver by ‘the Investor) of those Completion Conditions (as defined in Section 8) which are capable of satisfaction, other than the Completion Condition set out in Section 8(v) (and all other Conditions remaining satisfied), either: (j) the Company, as attomey-in-fact, may request the Investor (or its nominee) to purchase the Sale Shares by delivering a completion notice to the Investor; or (ii) the Investor may notify the Selling Shareholders, through the Company, as their attorney-in-fact, that it shall purchase the Sale Shares by delivering a completion notice to the Company, in each case, at least ten (10) Business Days prior to the date of the purchase specified in such completion notice (the "Completion Date"). (®) —_ Onthe Completion Date: (the Investor shall pay or cause to be paid the Sale Shares Purchase Priceo thy following account of the Selling Shareholders: « PA22+ RCBC Securities Ine. RCBC Acct No, 1000-80266-9 Head Office Branch; Gi) the Selling Shareholders shall: (A) deliver or cause to be delivered to the Investor or its nominee, a true and certified copy of the resolutions duly and validly adopted by the board of directors of the corporate Selling Shareholders evidencing the authorization of the execution and delivery of this Agreement and any other documents required to give effect to the transactions contemplated by this Agreement (together, the "Transaction Documents") and the consummation of the transactions contemplated hereby and thereby: (B)_ transfer or cause to be transferred to the Investor (or its nominee) the Sale Shares free of all Liens or other encumbrances or rights of third parties and ensure that the Investor is recoded as the legal and beneficial owner of the Sale Shares. In this regard, the Selling Shareholders shall: (1) deposit or cause to be deposited the Sale Shares into the custodian account nominated in writing by the Investor (or its nominee) for the benefit of the Investor (or its nominee) and deliver or cause to be delivered to the Investor a copy of the relevant trade confirmation and/or broker's contract note evidencing such transfer of the Sale Shares to the Investor (or its nominee). (2) request the Corporate Secretary of the Company to provide to the Investor a certification under oath dated as of the Completion Date certifying that (i) as of the Completion Date, the Sale Shares have been transferred to the Investor (or its nominee) and the Investor (or its nominee) is the legal and beneficial owner of such shares, free of all Liens and other encumbrances or rights of third parties, (ii) the Sale Shares have been duly and validly authorized and issued, and are fully paid and non-assessable, (iii) the Sale Shares are listed for trading on the PSE and are freely transferable and tradable without requiring any Authorization of any Authority, (iv) all other legal requirements in connection with the authorization, transfer and delivery of the Sale Shares to the Investor (or its nominee) have been duly satisfied, including the approval by the PSE of the block sale transaction for the Sale Shares, and the payment of stock transaction tax on the sale of the Sale Shares. (©) The Selling Shareholders and the Investor, as the case may be, shall timely pay all relevant Taxes, fees or other charges payable on or in connection with the execution, sale, transfer, settlement, delivery, registration, translation or notarization of the transaction documents, the Sale Shares and any other documents related to this Agreement, or the other Transaction Documents, including without limitation any and all stock transaction tax, brokerage commissions and other costs and charges arising as a result of or in connection with the issuance, transfer and settlement of the Sale Shares. The stock transaction tax, selling commission, and value-added-tax thereon shall be for the account of the Selling Shareholders. The buying commission and value-added-tax thereon shall be for the account of the Investor.a3 (@ Each party shall use reasonable efforts to take, or cause to be taken, all actions, and shall cooperate with the other parties in complying with, all post-sale filings and other requirements associated with the transactions contemplated by the Transaction Documents in the time prescribed for the same under Applicable Law. 4. Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholders hereby jointly but not severally represents and warrants to the Investor that the statements contained in this Section 4: (i) are true, accurate and not misleading with respect to itself as of the date of this Agreement; and (ii) will remain true, accurate and not misleading immediately prior to the Completion Date. (2) Organization and Authority. For the corporate Selling Shareholders, each of them is, 4 legal entity duly organized and validly existing under the laws of its place of incorporation and has the corporate power and authority to enter into, deliver and perform its obligations under each of the Transaction Documents. For the individual Selling Shareholders, each of them is of legal age, has the legal capacity and has taken all necessary action to execute, deliver and perform his! her obligations under this Agreement. To the extent that only legal title is vested in the Selling Shareholder, each of them is a legal trust or other authorized entity duly organized and validly existing under the laws of its place of incorporation and has the corporate, regulatory, and contractual power and authority to represent and act for and on behalf and for the benefit of the beneficial owners of the Sale Shares and including but not limited to having the full power and irrevocable authority to (i) enter into, deliver and perform its obligations under each of the Transaction Documents, (ii) sell, transfer, and convey the Sale Shares to the Investor (or its nominee) under the terms and conditions of the Transaction Documents, and to act for and on behalf of such beneficial owners in connection with the sale of the Shares, and with their full authority to negotiate, sign, execute and deliver the necessary documentation to effect the sale of the Sale Shares; (ii) open the necessary bank accounts for the proceeds of the sale of the Sale Shares; open the necessary security accounts with RCBC Securities, Inc. or such other securities broker as may be deemed proper and to lodge the Sale Shares in such securities accounts; (iv) receive the proceeds of the sale of the Sale Shares, net of all taxes, fees, and expenses, and to make, execute, and deliver receipts for any such payment on the Sale Shares, including to authorize the withholding and the making of such payments for taxes, fees, and expenses related thereto; (v) provide the representations, warranties, covenants, and undertakings required of the beneficial owners of the Sale Shares on their behalf, as well as executing the necessary documents and certificates required; and (vi) execute, deliver and/or perform any and all other deeds, instruments ‘or documents and do all other acts or deeds whatsoever that may be necessary or useful for said attorney-in-fact to implement the sale of the Sale Shares. (b) Validity. Bach of the Transaction Documents has been duly authorized and executed by the Selling Shareholders and constitutes its/his valid and legally binding obligation, enforceable in accordance with its terms. (©) NoConfliet. ‘The execution and performance by each of the Selling Shareholders of any of its/his obligations under each of the Transaction Documents, including the transfer to the Investor of any of the relevant Sale Shares upon the Investor's purchase hereof, do not: (i) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default, or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which the relevant Selling Shareholder is a party or by which it/he is bound; (ji) violate any of the terms or provisions of its charter (for the corporate Selling Shareholders); or (ii) violate any Authorization, judgment, decree or order or any statute, law, rule, regulation or requirement applicable to the relevant Selling Shareholder. (® Authorizations. All of the Authorizations required by the relevant Selling Shareholder to execute, perform and comply with its obligations under the Transaction erryincluding Authorizations to sell and transfer the relevant Sale Shares have been obtained and are in full force and effect. (©) NoImmunity. Neither the relevant Selling Shareholder nor any of its/his properties enjoy any right of immunity from set-off, suit or execution with respect to its obligations under any Transaction Document. (f) Sale Shares. Each of the Selling Shareholders is the sole legal and beneficial owner of the relevant Sale Shares, or to the extent that only legal ttle is vested in the Selling Shareholder (in the case of Sale Shares held in trust or other similar arrangement) that it has full legal, valid, and binding right and authority to sell, transfer, and convey full legal and beneficial title over the Sale Shares to the Investor (or its nominee) as contemplated under the Transaction Documents. The relevant Sale Shares and the sale, transfer, or conveyance thereof other Authorization (except as provided herein), Taxes (except as provided herein), are not subject to any Liens, preemptive rights, rights of first refusal or other restrictions on transfers or third party rights which have not been imevocably waived, and there is no agreement, arrangement or obligation to create or grant a Lien or other third party right on any of the relevant Sale Shares and no Person or Authority has claimed to be entitled to any Taxes, Lien or other right in relation to any of the relevant Sale Shares. The relevant Sale Shares are listed for trading on the PSE and are freely transferable and tradable without requiring any Authorization of any Authority, and all other legal requirements in connection with their transfer and delivery have been duly satisfied save any post-sale filings and other requirements to be undertaken by the relevant Selling Shareholder. The relevant Selling Shareholder is not involved in any litigation, arbitration, administrative, regulatory or governmental proceedings or investigations in relation to their respective Sale Shares. No such proceedings or investigations are threatened by or against the relevant Selling Shareholder. The Selling Shareholder is not aware of any fact or circumstance which is likely to give rise to such proceedings or investigations. 5. Representations and Warranties of the Investor. (a) ‘The Investor hereby represents and warrants to the Selling Shareholders that each of the following statements is truc, accurate and not misleading as of the date of this Agreement: (Organization and Authority. It is duly organized and validly existing as an exempted company established in accordance with the laws of the Cayman Islands. It has the requisite power and authority to enter into and perform its obligations under the Transaction Documents; (i) Validity. Each of the Transaction Documents has been duly authorized and executed by it and (assuming due authorization, execution and delivery by the other parties hereto) constitutes the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors’ rights generally and by general equitable principles; and (ii) No Conflict. The execution and performance of each of the Transaction Documents will not contravene: (A) any law, regulation, order, decree or Authorization applicable to it; (B) any provision of its constituent documents; or (C) any contractual restriction binding on or affecting it or any of its assets, except, in each case, as would not materially and adversely affect the ability of the Investor to carry out its obligations under the raea6u Documents and to consummate the transactions contemplated hereby and thereby. 6. Reliance. Each of the parties acknowledges that it makes the representations and ‘warranties under Sections 4 or 5 of this Agreement with the intention of inducing each other party to which such representations and warranties are given to enter into this Agreement and the other ‘Transaction Documents and to consummate the share purchase and that each such other party enters into the Transaction Documents and will consummate the transactions contemplated hereby and thereby on the basis of, and in full reliance on, each of such representations and warranties. 7. Survival of Representations and Warranties. The representations and warranties of the Selling Shareholders made herein, in connection with the transactions contemplated by this Agreement shall survive Completion for a period of twelve (12) months after the Completion; provided, however, that (a) the representations and warranties made pursuant to Section 4(f) shall survive indefinitely; provided further that any claim filed in any court or other tribunal by the party seeking to be indemnified within the time periods set forth in this Section 7 shall survive until such claim is finally and fully resolved. 8, Conditions of Completion. (2) The obligation of the Investor to consummate the share purchase is subject to the fulfillment to the Investor's satisfaction, prior to or concurrently with the ‘Completion, of the following conditions (the "Completion Conditions"): () Representations and Warranties. ‘The representations and warranties made by each of the Selling Shareholders herein shall have been true and correct in all respects when made and shall be true and correct in all respects as of the Completion Date with the same force and effect as if made as of the Completion Date; (i) Performance; No Breaches. All of the agreements and covenants of the Selling Shareholders to be performed prior to the Completion pursuant to each Transaction Document have been duly performed in all material respects, and no breach (or any event which, with notice, lepse of time, the making of a determination or any combination, would become a breach) under any Transaction Document has occurred and is continuing; (ii) Authorizations. The corporate Selling Shareholders have delivered to the Investor, a true and certified copy of the resolutions duly and validly adopted by their respective board of directors, evidencing the authorization of the ‘execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby; (iv) Cross-Transaction. The Company, as attomey-in-fact of the Selling Shareholders, has implemented or caused the implementation of the block sale of the Sale Shares on the PSE as a cross-transaction; (%) Taxes. The Selling Shareholders have (A) paid the stock transaction tax on the sale of the Sale Shares and (B) provided the Investor with satisfactory evidence ‘of such payment; (vi) No _Material Adverse Effect. Nothing has occurred which has or may reasonably be expected to have, since the date of this Agreernent, a Meterial Adverse Effect;(vii) Share Acquisition Agreement. The Share Acquisition Agreement having ‘become unconditional in all respects save with respect to this Agreement; and (viii) SEC Approval. The SEC Approval shall have been granted. () The obligations of the Selling Sharcholders under Section 3 (Completion) are subject to the fulfillment to the satisfaction of the Investor, prior to or concurrently with the making of the sale and transfer of the Sale Shares, of the following condition: () Representations and Warranties. The representations and warranties made by the Investor herein shall have been true and correct in all respects when made and shall be true and correct in all respects as of the Completion with the same force and effect as if made as of the Completion, 9. Notices. () Any notice, request or other communication to be given or made under this Agreement shall be in writing. Subject to Section 10 (Applicable Law), any such communication shall be delivered by hand, airmail, established courier service or facsimile to the party to which it is required or permitted to be given or made at such party's address specified below or at such other address as such party has from time to time designated by written notice to the other parties hereto, and subject to Section 9(b), shall be effective upon the earlier of (a) actual receipt and (b) deemed receipt under Section 9(b) below. For the Selling Shareholders: Rizal Commercial Banking Corporation, ‘Yuchengco Tower, RCBC Plaza 6819 Ayala Avenue comer Sen. Gil J. Puyat Avenue, Makati City Facsimile: +6328783492 Attention: John Thomas G. Deveras For the Investor: Hexagon Investment Holdings Limited PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Facsimile: +852 3518 6380 Attention: Minki Brian Hong With a copy (which shall not constitute, or be essential for valid, me to: Clifford Chance 28" Floor, Jardine House One Connaught Place Central, Hong Kong Facsimile: +852 2825 8800 Attention: Neeraj BudhwaniT+ (b) Unless there is reasonable evidence that it was received at a different time, notice pursuant to this Section 9 is deemed given if: (i) delivered by hand, when left at the address referred to in Section 9(a); (ii) sent by airmail or established courier services within a country, three (3) Business Days after posting it; (iii) sent by airmail or established courier service between two countries, six (6) Business Days after posting it; and (iv) sent by facsimile, when confirmation of its transmission has been recorded by the sender's facsimile machine. 10. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction, 11, Arbitration, (a) Any disputes, controversies, conflicts, differences, or claims between the parties arising out of, or in connection with, this Agreement, including any question regarding the existence, breach, termination, or validity thereof, which cannot be settled amicably within thirty (30) calendar days following notice thereof, shall be finally settled by a board of arbitration (the "Board of Arbitration") under the arbitration rules of SLAC, which rules are deemed incorporated by reference in this Section 11. The place of arbitration shall be in Singapore, and the language used in the arbitral proceedings shall be English. (>) Appointment of Arbitrators. The Board of Arbitration shall consist of three (3) members appointed in accordance with the arbitration rules of SIAC. The claimant(s) and the respondent(s) shall each nominate one (1) member to the Board of Arbitration and the third member shall be jointly appointed by the two (2) nominees of the parties in accordance with the arbitration rules of SIAC. The acceptance by any arbitrator of his or her appointment under this Section 11 shall bbe deemed to include and convey the consent and agreement of such arbitrator that the English language will be used in the arbitration process and proceedings. (c) Award. The arbitral award made and granted by the Board of Arbitration shall be in writing, final and binding on the parties from the day it is made. The parties undertake to carry out the award without delay. The parties hereby irrevocably and unconditionally waive any right to submit any claim, application, or appeal on any dispute to any court of law or other judicial authority in any jurisdiction whatsoever in connection with any questions arising in the course of any arbitration or in respect of any arbitration award made, except for any right to challenge any award on the ground that the Board of Arbitration lacked substantive jurisdiction or serious irregularity affecting the Board of Arbitration, the proceedings or the award to the extent allowed by the law of the seat of arbitration No party shall be prevented from seeking conservatory or interim relief from any court of jurisdiction. (@) Costs. The losing party, as determined by the Board of Arbitration, shall bear all costs of arbitration (including, without limitation, those incurred in the appointment of arbitrator) and the cost of the enforcement of the arbitration award. (© __ Rights and Obligations to Remain in Effect. This Agreement and the rights and obligations of the Selling Shareholders and the Investor shall remain in full force and effect pending the award in any arbitration proceeding under this Agreement. (Arbitration Agreement. This Section 11 is intended by the parties to be an ‘arbitration agreement’ and shall imevocably bind the parties to refer all unresolved disputes, controversies, or differences as mentioned above to final settlement by arbitration. 12. Successors and Assigns, This Agreement binds and benefits the respective successors and assignees of the parties. The Investor (and its successors and assigns) may, without the consent of the Selling Shareholders, assign the benefit of all or any of its rights under this Avene an-8- Affiliate of the Investor. However, the Selling Shareholders may not assign, transfer or delegate any of its rights or obligations under this Agreement unless the Investor gives its prior written consent. 13. Amendments, Waivers and Consents. Any amendment or waiver of, or any consent given under, any provision of this Agreement shall be in writing and, in the case of an amendment, signed by all of the parties hereto. 14. Counterparts. This Agreement may be executed in several counterparts, each of which is ‘an original, but all of which constitute one and the same agreement. 15. Entire Agreement; Incorporation of Annexes and Schedules. This Agreement, together with the other Transaction Documents, supersedes all prior discussions, memoranda of understanding, agreements and arrangements (whether written or oral, including all correspondence), if any, between the parties with respect to the subject matter of this Agreement, and this Agreement (together with any amendments or modifications and the other Transaction Documents) contains the sole and entire ‘agreement between the parties with respect to the subject matter of this Agreement. Any annex or schedule attached to this Agreement and referred to herein are hereby incorporated and made a part of this Agreement for all purposes as if fully set forth herein, 16. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any law from time to time: (a) such provision will be fully severable from this Agreement; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. 17. Further Assurances. Each of the parties agrees to perform (or procure the performance of) all such acts, as may be required by law or as may be nevessary or reasonably requested by 1 Investor for giving the Investor the full benefit of this Agreement. / [Signature Page TaIN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names, as of the “ere written above, RIZAL COMMERCIAL BANKING CORPORATION For and on behalf of the SELLING SHAREHOLDERS Title: President and Chief Executive Officer HEXAGON INVESTMENT HOLDINGS LIMITED as ene Ray Corrs] Title: DIRKCIMAnnex A List of Selling Shareholders and Sale Shares ‘Name of Selling Number of Shares Purchase Price Allocation Shareholder (in Php) RCBC Capital 14,784,000 428,736,000.00 DHS Investments, Tne. 2,233,679 64,776,691.00 Antonio Ang 573,800 16,640,200.00 Rizalino Navarro 7 250,000 7,250,000.00 Shirley Go 100,000 Be 2,900,000.00 RCBC Trust a. RCBC T/A No. 53-167-7 7,151,471 207,392,659.00 'b. RCBCT/A No. 53-171-5 1,898,139 55,046,031.00 ‘e. RCBC T/A No. 50-440-8 376,200 10,909,800.00 d. RCBC T/A No. 12-236-7 338,200 '9,807,800.00 ¢. RCBC T/A No. 49-342-2 7,700,030 223,300,870.00 £ RCBC T/A No. 75-077-8 7,598,956 ~220,369,724.00 BDO Tnist Account No. 84 1,443,800 41,870,200.00 3-131-0006 Total 44,448,275 1,288,999,975.00 m