€g00 of sass REPUBLIC OF THE PHILIPPINES |) SECURITIES AND EXCHANGE COMMISSION | ‘Ground For Scetarit Bing, FICC > iy OF Pay, eto Manila COMPANY REG. NO. 6030 CERTIFICATE OF FILING OF AMENDED BY-LAWS KNOW ALL PERSONS BY THESE PRESENTS: ‘THIS IS TO CERTIFY that the Amended By-Laws of SECURITY BANK CORPORATION copy annexed, adopted on February 23, 2021 by majority vote of the Board of Directors pursuant to the authority duly delegated to it by the stockholders owning at least two thirds (2/3) of the outstanding capital stock, and certified under oath by the Corporate Secretary and a majority of the Board of Directors of the corporation was approved by the Commission on this date Pursuant to the provision of Section 47 of the Revised Corporation Code of the Philippines, Republic Act No. 11232, which took effect on February 23, 2019, and Section 14 of R.A. 8791 (The General Banking Law of 2000), and copies thereof are filed with the Confmissfon; IN WITNESS WHEREO#), I havélséf iniy)hisid andi caused the seal of this Commission to be affixed to this Certificate at Pasay City, Metro Manila, Philippines, this 23¥A_ day of September, Twenty Twenty One. MV/qbs CERTIFIED TRUE COPYi— (acine Vatcation: we en gasieo fener 10, 2021 10:20 utina 6. fienaf/ "FPL, 040, 0oeenertcer Republle of the Philip DEPARTMENT OF FINANCE ‘SECURITIES AND EXCHANGE COMMISSION ‘Seerumiat Bulsing, PICC Complex Roxas Boutovand, Panay City, 07 + ig PAYMENT ASSESSMENT FORM ‘No. 20210905-3998571 Q [pare JRESPONSIBILITY CENTER SS |_oavsraoes CRMD PAYOR: SECURITY BANK CORPORATION e MAKATI CITY o a i TORTURE OF COLLECTION FECT COOE, Desa By tm. “ATO (CO) gs Receach Fox DORE) D000 OY [occomereny Sere Tox 7 aroer 000 eOTOAOT THOUSAND FORTY PESOS AND 00100 pee, PUPA ~ DE DRiceawd- 08 3000 a SEC cry Se ‘SEC Re Gore Aamaet —| Toon srsent9 Bri eer U8 1000) sone Sear nin ES Taras ant ‘Rate et yf ape a Pert ‘amore Rom 1 enpnt aar ppmoe bc ua hay i Cen Para et Sha ey One 1¢ Hann nt ee eno nc : Nea Fem Eon fe Sarin age Fei yee fem rye pe eft nt et on Sspeneencmny Sc a LSD Common {Efrem torn pet nr pgm pene pnt ‘io atpe doom raced or be baa Ramey, "ide oTR im me pope tenn mc wnce empas ap ou rag ent ney ote ew ed en ppm et TIFIED TRUE COPYCOVER SHEET for Applications at COMPANY REGISTRATION AND MONITORING DEPARTMENT & (CaiENDHENT ——) eerie” 8 enpayHane _ CT TSTETCTUIRIMITIVT [B[AIN|K | Jc 'o IR TPJO[RIAMT | 1O[N] oUt TTT tT I LL T s axennen To: New comzany Namo eo TOO Coo y [ Ll TP Ei rat LI LELE Ti LLit Pilea fice No SreeVBoang4 Cyr ovies) 6]7i7[6] AVALIA) AVENUE! MAKATI] cp CT TTT TTT TTT LL Lit yy i t ‘CONPANTINFORATION Company’ Ema Addoss Company's Telephone Nurbeds ‘9892-3011 [ Mobile Number CONTACT PERSON RIFORUATION neces acon Sees Otceeet day ol Conon Noe tenant Pen Estas, wae rae stances ATTY, JOEL RAYMOND RLAYSON, ausshag@quashainledaw.con|> 92-3011 | 0933-827-8060 EXCH _ Cea nese = Amiorsolo Street Legasp! Village, Makati City. os sips ssgae Pret ——— — Decent. ecevedby Corporate Fin and ReécideDvision(CFRO) = 8 DP NA NOUF 8 20 Forest Cope anéPatretp Ragataton Bitten Gee tare Une Francs Anas a etn esr unt (onions Meresig Divon | CextiFiep TRUE COPY tf prota _% , ‘ ert me 8: A840 Pam CL 2-6 POR a =gaae EsGe bEses c © | Ape ees of tho SECURITY BANK CORPORATION ARTIONEL © 068IcE See. 1. The head ofice of the bank shall be in Seourlly Sank Centre, 676 Ayola Avenue, Makati Cty, Philippines. (As amonded by Resolution of Board of Directors at bier Regular Meeting of July 28, 2015). ARTICLE CORPORATE si Sec. 1. The seal of the Bank, unloss otherwise ordered by the Board of Directors, shall consist of two concentric circles between which shall be inscribed the {otowing words: SECURITY BANK CORPORATION (As amended on Apdil 26, 1894) Phitppines ‘and in the center the word "INCORPORATED? lated finitely below tho figures "1051". (As amended by Resch ef'Sdard Gt Directors ot their Regular ‘Meoting of | Nove ies) 2002) ARTICLE MH SsTOGKs ‘Sec. 1. Corticates of stock, - Cortticates of stock shall ba issued to azch ‘stocktitder of fully paid stock, in numerical oer, from the Stock Certiicate Book, stned by the Chairman oF Vice Cheiman er President and counersigned by the ‘eerily! an Stich ceraicetos of stock shal be sealed by ihe’ Secretaiy wth be Corporate seal, A record of each certificate issued shall ba kept on the stub shoreot, (As amended by Resolution of Stockholders at thelr Special Mecting on June 71, 1980.) (are a TRUE COPYSec.2. Transfers of Stock, ~ Transfers of stock shall be made only upon the books of zhe Bank, and except as pravided in Art, Seventh Subparagraph (3) of the Asticies of incorporation, before a new certificate is Issued, the old certiicate must be surrendered for cancellation and attached to the corresponding stub. The Stock Books of the Bank shall be closed for transfers and/or recording of new stockholders ‘at least twenty (20) days before general elections and at least ten (10) days before dividends are deciared. (As amended by the Board of Directors at their regular Mating held on March 29, 2031), ARTICLE NY sTOCKHOUDERS Sec 1, place of Mestigs: Annual Meetings. - A meetings of the stockhoiders sall be held atthe principal offic ofthe Bank. The annual meeting of the stockhoidas shall be helé on the last Tuesday of the month of April ofeach year, if not legal noiday, otnerwise onthe next business day following, (As amended by Resolution of Board of the Drecorsin its Regulae meeting an May 26,2033) Sec. 2. Special Mectings. ~ Speciai meetings of the stockholders may be called at the principal office of the Bank at any time by the Chairman of the Board or by the stockholders helding twenty percent (20%) of the issued capital stock. (AS amended by Resolution of Board of Directors at thelr Regular Meeting of February 25,1997) Sec. 3. _Natices of Meetings. - Notices of mectings, whether writen or Printed, oF through electronic mall oather mean alowed by aw, for every annual OF special meeting of the stockholders,~shal.sbe carepared and sent co the last known post office addrass sx electone mall adsress of each soctholder twenty-one (23) Hays” ‘eere such” reeling; brovieed? that in the case of stockholders withegisterad dresses outs ie the Philippines, such notices shall be sent by registered altmail postage prepaid, or through electronic mall or other ‘means allowed by law af feast twenty ~one (23) days prior to the meeting and such ‘notice, whether for an annual or special meeting shal state the purgose or purposes thereof. Any annual or special mecting of the stockholders may not act on any business which has not been specifically included in the purpose or purposes ‘mentionedin the notice of such meeting, No failure or rregularityof notice of any CERTIFIED TRUE COP Prot nF __26 Cc: i i i 72 6a *t908 EBa0 FESS ‘meeting shal invalidate such meeting or any proceeding thereat if all stockholders shall waive such failure or irregularity. (As omended by Resolution of Board of Directors ot their Regular Meeting on February 25, 1997 end as further amended by ‘he Resolution of the Board of Directors on February 23, 2021.) ‘Sec. 4. Proxies. ~The stockholders may delegate in writing their right to vote ‘and unless otherwise expressed such delegation or proxy shall be valid only for the ‘meeting for which it has been presented to the Secretary, & proxy must be received bby the Secretary not later than five (S) working days before the time set for the ‘meeting, failing which i shall not be recognized at the said meeting. (As armended by Resolution of Board of Directors at theie Special meeting of July 16, 1996) Sec. 5. Quorum. ~ Except as otherwise provided by law, the Articles of Incorporation or these By-Laws, a quorum at any meeting, whether annual or special shall consist of stockholders awning majority of the outstanding capital stock ‘exclusive of treasury stock, represented in person or by proxy. Except as otherwise Provided by law, the Antcles of incorporation oF these ByLaws, a majority of such quorum shall decide any question that may duly come before the meeting. & stockholder may participate and vote through remote communication or in absent and shall be deemed present for aurgoies of quorum. (As amended by Aesoltion ofthe Boord of Directors ot their Regular Meeting on Febrvory 23,2023.) Sec.6 Order of Business. ~ Subject to the requirement of notice set forth tm Section 3 of this Article WV, the order of business at the annual meeting, and as fac as possible, at all other meetings of the stockholders shall be: Calling ofthe rol 2. Pr00! of due notice of meeting, 3. Reading and cisposal of ay unapproved minutéd 4 Annual repans of oes speeommnttegs © 5 amis 6. Unfin shed bus! 4e55, 7. New.ausiness. | Adjournment. ricaeseaapn 1:50:08 PM 10/25/2021 DB qRve copy Oe 20 Ora tinegsa peRes oes ARTICLE V OIRECTORS ‘Sec. 1. Number and Powers. - The corporate powers of the Benk shall he vested in and exercised, its business conducted and iis proparties controlled, by a Board of Directors composed of filteen (16) directors, inclusive of independent Giecters. The Beard of Diteclos shall dract and eupervise, under its collective responstily, the management ofthe atfars of the Bank and shal elect a Chaitman, ‘2 Vice-Chairman, a President, one or more Executive Vice Presidents, one of more Vice Presidents, a Treasurer and a Secretary. The Board shall aiso elect such other officers ofthe Bank and its branches, i any, as may deem necessary, defining thelr respective cuties. (As amended by tno Board of Direciors at ine Regular Mosting ‘hala on 28 Febrsory 2017) Sec. 2. Elections - The fifteen (16) Directors shall be elected at the anrual ‘meeting of the stockholders, each to hold office for the term ef one (1) year o¢ unt his successor shail have been elected and shall have qualified, The elocion shall be by ballot and each stockholder of recerd shall be enltled to cast ane vale for each rector for each share held by him or he may cumulate his vole as presently ‘provided in the Corporation Code. (As amentdos by the Goard ef Directors al their Roguler Meeting on 28 February 2017). ‘Thore shall be olgced tothe tects tbe number of independant : ARTICLE Vt POWERS AND DUTIES OF THE OFFICERS. See. 1, The Chaliman, - The Chairman shall preside at all meetings of the Stockholders and Board of Directors. (As amondod by Resdhisah GP SiS&uHNdar nt their Special Mecting of June *1, 1980.) { certiFieD TRUE COPY @ weil xeeeo veaas tt8es" Cc F ‘Sec. 2, The Vice-Ghaiman, - The Vice-Chalrman shall have such powers ‘and perform such duties as the Board of Directors may from time fo time prescribe 'n case of doath, absence or inabilty of the Chairman, he sha preside at alt ‘estings of the stockholders and Board of Oirectors. (As amanded by Resclution of Stockholders at their Special Meeting of June 11, 1860) Soc. 3. The President. - The President subject to the control of the Board of Directors shal be the Chief Executive Ofcer of he Bank, As such, he shall have ‘rect and immediate charge of the business, afars, and property of tne Bank. (As ‘amended by Resolution of Stockholders at their Special Meeting of June 11, 1980 ) Sec. 4. The Executive View President and Vice Presidents. - The Executive \Vieo President or the most sanior Executive Vice- President, in case there are more than ono shal, subject to the supervision of the President, by the chief operating ‘officer of the Bank. The Viee Presidents shall havo such duties as the Board of Directors may assign to them. The Board may classity such vice presidents ‘according to functions, in terms of positions oF rank, Including but not Kmited to designation of Senior Vice Presidont, Fist Vice President, etc. (As amended by Resolution of Stockholders at thir Special Meeting of June 11, 1980.) Sec. §. The Treasurer -The Tieasurer shal have custody of such funds and property ofthe Bank a8 may be delivered to'6rreeaivad by him and he shall perform ‘such duties as may be propett/ aquired oftimn by the Board? ‘Sec. 6. The Secretar, - The Secretary chall give due netice and keep the ‘minutes of ail meetings of the stockholders ofthe Bank, ofthe Board of Directors and ‘of the Executive Committee: have custody of the Stock Cerilicate Book, Stock and ‘Transfer Book and the Corporate Seal; prepare balots for the election of the Directors and Keep @ complete and up-lodate ral! of the stockholders and their ‘addresses. He shall also perorm such dts as are incident tos ofce that may be requirad of him by the Board of Directors, Ci ED TRUE Copy f 2 IGzZwse Gsa0 Geass F va See 7 gue offers. affieers as may be deemed necessary, provide for their powers snd duties and fix their compensation, card of Directors may appoint cuch ote ARTICLE vil SIGNATURE: Sec. 1. All notes, drafis, checks acceptances, letter of credit, lelters of delegation, orders for the payment of money and all negotiable instruments obligating the Bank for the payment of money, may, subject lo the approval of the Board of Directors, be signed (1) by any two ofthe folowing officers of the Bank: Chatman of the Board, Vice-Chairman, President, any Executive Vice President, any Vice President and Treasurer: or (2) by ary one of the foregoing officers and any Deparment Head; or (3) by any two persons designated for such purpose by tho Board of Directors: provided, however, that checks, acceplances, notes, cats, securities, er other documents endorsed for deposi, collection or ered, may be Signed by any one of the above named officers ef the Bank or by any ether persons designated fer such purpose by the Board of Duectors, (AS amended by Resolution of Stockholders at their Special Meoting of June 11, 1980.) ARTICLE secs Bean:= viendo be declared and pot eu of he eure su Gr et so he Bank as allen anda uch tines a he Board of Directors may delermine and in accordance with the provisions of law and th requtonso he Cena Banko! ne Phils See, 2. Distribution of Bofits, - The profits er net earnings resiting from the ‘operationé of ther Bank after provision for faxes and alter ddchishg ANY bapeAges GI” administration and the amount corresponding to the rasarve coquited by law and the Centra! Sank regulations, shall be applied as follows; @ maximum of seven 0 CERTIFIED TRUE COPY fy“eaee GESSS etee ¢ t percenlurn (774) to the executive officers of the Bark nanied in Sec, 1, A. VI of these By-Lavs, to be distibuted in the manner prescribed by the Boasd of Directors 2 maximum of five percecturn (5%) {0 the members of the Board of Directors however, in the case of the Chairman, the Board, may provide a bigger share then the other members The remaining protis shall be dsbibuted among the stockholders, but may be added ta the leg! or special reserves, or distibuted as ividones at a fixed provata amount according lo the riumber of shares as directed by the Board cf Directors. (As amended by Resckution of Board of Special Meeting of August 23, 1994) sectors at thelr ARTICLE x TRUST ACTIV! ‘The Bank is euthorized to engage In trust, other fiduciary business and ‘investment management aciviies. The Trust Department is tacked to conduct hese business Sec. 1. The Board of Dircctors.- The Board ef Directors shall have general authotiy with tho concommitant respensibity for the proper administration anc ‘management of funds and properties held by the bank in the conduct of &s trust, ‘other Fiduciary business and invostmant management actvties, Funds and propeies so hatha be; adiseed by Ibe Board wih the si cave, pence and stgence- reeset wags Se ccondancas ten ria at ni pr fl capa ad sar wih uch mater, would exercise th conde 9 ents ofthe ea and vith similar aims. In putsuance thre tbe aiholy or te resconsbles of the Board, asthe case may be, shall includ bu ned nat ited to te folowing a. It shall determine and formuiate general policies and guideline on the: (i) acceptance, termination, or closure of tust and ether fiduelary accounts; (i) proper ‘administration and manogement of each trust ans olher fiduciary accounts; and (ii) {einvestment and dispostion of funds or prope helt ints capaciy as, trustee or fevciany, CERTIFIED TRUE COPY poo 2% thbTee £800 oeEsS & ‘r review the actions of ihe rast comméize and al officers and employees designated to manage the test and other fiduciary accounts, especialy in the absence of specific agreements an investments, or in the case of iserotionary accounts; « Itshall approve er canter the acceptance, termination or closure of al rust ‘and other fiduciary accounts and shall record suah in its minutes; 1 Upon the acceptance of an account, it shall immediately review all aon- ‘cach assets received for management. Likewise, it shall make a review of the trust andlor fiduciary assels at faast once overy twelve (12) months to ¢etetmine the acvisabity of retaining o” cisposing of such assets; ©. It shall be responsible for taking appropriate action on the examination reports of sunervisory agencies, internal andlor external auditors an the institution's trust and other fiduciary business; ond recording such actions thereon in the minutes: {.1t shat designate the members of tie ust committee, the tust officer and subordinate officers of the {rust department and shall be responsible for requiring its actions thereen in the minutes: 9H shaesebieh eo sporotale sn palin and, adopt eporaing ‘budgets that shall enable te trust cepatinen io afectvsly ‘carry out its functions. It cena shat tkewise be response tr prvi tn ote ‘rid Staff of the institution with ‘appropriate ‘ning rogram 8) the Aeminislaion' and operation of alt phases of paces tat endobaebhine Fi To delegate, tom tine to time, any of the powers ofthe Board which may ‘awfully be delegated in tre course ofthe cutent business or businesses of te bank, to any standing of speciai commitee er to any oficer or agent and to appoint any person fo be agents of the bank with such poware Gnekuding the power to sub- ele, “880 UB Slien terms ano guicetnes as may be deem it and appioved bythe Bosrd; Provided, that with respect oils authoy over the trust, other diary business and invesiment management actives ofthe Bank, only ts autnoiy forthe 2 CERTIFIED TRUE COPY [7 w 26 pees PoP a§ta0 caas bEsgS F Scceptance, termination, clostse or management of ust, other fiduciary and investment management accounts ray be dalogated by the Board, Provided further, such delogation is eddressed to the trust committae andicr to the trust officer, and is elected by action duly entered in the minutes and; Provided, finally, thal no member ‘or members of the Geard taking part in the conduct of business of the Trust Department shalt perform dutios in ether dapartmenis or the ait committee of the bank and vice-versa, Sec. 2. Teust Department. « The Trust Department chall have the exclusive direct conte, authotly and managament of the trust, other fiduelay business and Investment, management, aciviies of the bank. Organization Pion or Structure, The Trust Department shall be ‘orpanizationally, operationally, administratively and functionally sepatete ond cistinet ftom the olher departments andfor businesses of the bank. AS such, it shall be headed by a tust officer designated by the Board and, along with the other subordinate officers of the Department, shall only be directly responsible to the bbani’s Trust Committee wich shall in turn ba only directly responsibie to the bank's Boars of Directors, No svecir, offeror employee lig po 4M fahbement of rust anc ether fiduciary accounts hs} pein dies Wale debarments or the aust ‘committee of the fina Furthermore, the Department shall keep Sooks and recrds on ists, other fiduciary investment managemont accounts separate and dstnc from the books and records of the other businesses of the bark and shall flow the Manual of Accounts for Twist and other Fcuciory Business and investment Management Activites prescrived by the Central Bork, A¥ monies, properties or secures received by the Depailler i Ie cSiduct ofits exctus ve function or business shall Iketese be ket | Physically separate and cstinct from the assets ofthe bank's other businesses, ond in 6 {ceatirico FAVE COPY [¥:TSa' EsaG vEESS ¢ va ‘hl be under the jelnl custndy of at least two peesens, one of whom shall be an clfcer of the Department, designated for thal purpase by the Board. 2, Markesing ond Business Development . Portfolio Administration I. Account Management 1) Investment and Rasearch ©. Operations i. Suppon Services The group, sections or units may be decreased, Increased or modified depending upon the type of services offered in the conduct of the bans ust, olher fiduciary business and investment management activities ‘Sec. 3. Teust Commitee, - The Trust Committee shall be composed of five (8} members: (a) three (3) eivectors who are appointed by the board of drecters on a fegular rotation basis and who are not officers ofthe instkution; (0 the president, and (6) the trust officer. No member of the ausit commitee, shall be concurrently designated as a member of the trust commillee. (As amended by Resolution of Board of Directors al theif Regular Meeting of October 28, 2003 ) ‘The board of arecors shall dulfnotein the tiulesthg commitee members ard designate the chairmidn who shall ne one.cf ha tee (3) director's refered to in tema above. |) ‘The tust com itlae oly constivied and authorized by he board of directors shall act within the sphere of authority which may be provided in the by-laws andor ‘as may be delegated by the board, such as but nol kmiled to the folowing: 1. The acceptance and closing of rust and oer fiduiory ezounis: 8 Tha inl evow of assets paced under the tusee's or fducian/s e298 2secexpross 01:50:09 Ps 10/25/2021 ©. The investment, reinvestment and disposition of funds 0° property: “ [ ceatirico raue cory (; OCT 2 Graken at eywi @ ° i) Ss e a o 8 @ e 2 “ — va 1. The review and approval of transactions between trust and eter fiuciary ‘accounts; and © The review of inst and other ftueiary accounts at least once every twee (82) months to determine the aduisabity of retaining or cieposing of the trust or ‘Educiay assets, andor whether the account is being manage in aceordance wih the instrument creating the inst oF other fiduciary retatlonship For this purpose, the ust commitee shall meet whenever necessary and keep minutes of ts actions and make periocie reports therecn tothe board, 4, Trust Officer, « The trust officer designated by the board of drectors {as head of the trust department shal act and represant the insivtion in al trust and ‘ther fiduciary matters within the sphere of authority as may be provided in the by- laws or as may be delegated by the board. His eesponsibiitias shall inctvde bul need rot be limited tothe following 4 The administration of ust and other Fiduciary accounts; ». The impiementation of policies and incwurtions of te board of directors and the twyst committee; The submission of reporis on matters which eaquire the altention of the trust commitiee and tha board of directors: xchan 2 WOKS, Feoords Snes foreach test or other 4. The mainionan feof ade fousary account ©. The maintenance Of necessary contiols and measures ta protect assets under his custody and held in trust or other fuciary capacity Sec. §. Subordinate Offcers, - The Board of Directors shall designate such suborcinate officers of the Trust Department as the Board may deem necessery and proper to enable.the- Deparment to effectively carry out is fuMatons YA UerRAR? by Resolution of the Board of Directors at thelr regular meating of Februaty 26, 1991) CERTIFIED TRUE COPY @ Pro, *TSO ELSO FELSS ARTICLE MISCELLANEOUS. ‘Sec. 1. Fiscal Year - The fiscal year ofthe Bank shali commence on January 1 and end on December 31 af each year. Sec. 2. laspection of Books. - The books ef account and other records ofthe Bank shall be open to inspection curing business hou's by any stockholder or director ofthe Bank or his agent; subject to applicable legal restictions Sec. 9. Reports. - At each regular monthly meetings of the Board of Directors, Management shall render among ethers the following reports: past due loan report: profit and toss statement and balance sheet as of the end of the Preceding month. if no Board meeting is held during aay month, copies of such reports shall be ransmited by fst class mail or in case of foreign stockholders by aie ‘ail, postage prepaid, {0 ak Directors. (As amended by Resclulion of Stockholders at their Special Meeting of June 11, 1980) ARTICLE Xt sMAgNOMENTS Sec. 4. Theee By-Law may belamanded of éepeled,n cle or in part, of rnew By-Laws may be adpled at any regula nesting ofthe slacknolders or at any saci mesg Iheaot elle Ihe putose, The aur fe stockholders to amend ot repeat Gh adc ne BLavs is brewse herby delegates to the Board of Oi the affirmative vote of a majorily of the entire Board shall be sufficient to cary out such corporate act to al inlenis ard purposes 2s if approved by the requisite majority ofthe stockholders, (As amended by Resolution of ‘Stockholders a their Spacial Meeting of Juna 11, 1960.) aru Deecenpre: 01:50:09 PM 10/25/2021fF ¢ ADOPTED in ihe Cty of Mania, Phlippines, this 22nd day of Apt 4975, by w the unanimous attimatve vel af the stockhages representing wos (2) oat 2 the subezribad copa tock ofthe SECURITY BANK CORPORATION 3 8 a (sco {s00) 8 JESUSP. JACINTO \WILFRIJO P JACINTO 8 3 (sco) 2 VICENTE J, CARLOS FRANCISCO OALUPAN o (sco) MANUEL R. GALVEZ, JR. NICANOR JACINTO, JR. (ss0) EMMANUEL A. RUFINO MACARIO RUFINO (sao) MANUEL DE LEON EUSEBIO TANCO (sso) ARTHUR YOUNG TQNIO)L, SANMATEO siO@ep) ELIZABETH S. BUENAVENTURA {sco} RODOLFO V. cRUZ (seo) JOSE P, SANTILLAN (sco) (sco) pra 2AANGELSASTANO ROSITO.CoMANHIT 25/2021 (seo) w {) pore he Octd hemAbert Abunds Violta H Adorabe Francisco R. Aguado Pearo Alo Antonio Tuazon, Ine Abed Awad ‘Ywonne Awvad andior ‘Abert Awad Manuel A. Cardenas, J, Vicente J. Cars olan J. Caos Meneleo J. Carian ‘Athanosiis Chua ‘ommeriat Trace Finance Corporation ‘Amada L. Erata Blervenido Eraha Francisco. Erata Felda Secuies, ne ‘Gvei Yan Alberto Hemnaso Concepcion Hermaso Cornolia Hermneso Vicente Hermoso JIM. Tuacon & Co. In. desus A. Jacinto dt. “ian B, acini ‘oseph Kaw 2g si Encarnacion de Leon Manuel dettean Manuel de Loon ator mada L. ana. oven sea vEsss ‘Luis T. Bautista” 49802, Capistana, se, ‘ote &, Hoesen ander Ofelia, Heeson Berito Lim andlor “uleta © Lm Antes 0, Jacinto or S8BN@10, Jacinto tours 3 Jacinto Neves 0, Jacinto 8 JOSEUTOG. YAP JESUS P. JACINTO fo: Knee and as pro‘y of Corazon, Leus Cariss9 9. Leus Cesar D. Leus Joseph thapasa Pottia L. Marclok Mara, Ine Metropoitan Investments Corporation Nicanor Jacinto & Sons, Inc Phi, Remnant Co,, Ine Rudy dela Rama Jesus V. del Rosario Tomas Sia Tian Un Wikie G. Sia ‘Wison 6. Sia Gonrado R. Siva Pablo M. Siva Pablo M, Siva andlor Feliciad &. de Siva Lita H, Suarez Trusteeship, Inc Celso S. Tuason Jose M. Tuason ‘Anhur Young) ‘Anhur Yourg, Baldwin Young Stuart P. Young Yu Khe Siong Margaret Yu Enrique J)Zalomiea TO forhimself and as proxy of Pilar O. Jacinto Rosario 0. Jacinto Sylvia 0, Jacinto Wilrido ©. Jacinto, J. AC. Melendees Adelaids C, Sengalang Secutty Bank Employees Providant Bundo Pr Jose L. Yatco Ramon A Yaleo CeRTiFieD TRUE COPY [ii mora 20 raf OFF oomwe o> @ wy a @ 9 @ o a a y 8 F RICANOR JACINTO, JR. for himeal and xs penxy of Horiberto R, Aguinaldo ‘Abraham Depusoy Donna Dopusoy Jovencio Depusey Luis Depusoy estate Estate ofthe late Magdatana Hemady Manuel R. Galvez, Jr vara, ne, ‘Apne Marie Jacinto “Antonio Jacinto Benjamin Jacinto Ma, Rita Jacinto R. Nicaner Jacinto Ruth Mary Jacinto Senen C. Lin Cesar R. Mendota Ceonila Torres Tiongson Also presented by ATTY. NICANOR JACINTO, JR. as secretary and ate proxy Jose S. Ayson ‘Juan J. Can, Sr Juan J. Cares, Jk. Ma. risina T, Carlos a. Lucia J, Carles Norma Jacinto Caries Priscila J. Carlos Remedios B. Diz Magdalena 8. Eraiha Ester R, Galvez Manuel S. Galvez Manuel $. Galvez andlor EsterR. Gahez Ramon, Garcia Rosario C. Garcia Consuelo Gonzales Aurea R, Jacinto and/or Nilagros Vitena ‘Aurea R. Jacinto andlor Cancido Ersando ANGEL CASTARO as ‘atturo C. Gor 3h Pris tere JOSE P. SANTILLAN as proxy of: Alicia. Pisres Benigne Buenaventura EUSEBIO TANCO for bimeeit and as proxy of: sRagunalied Co. ne ae heenans Osea" dacnio Shaina Taco 1° louing stockholders Norberto Jacinto andlor ‘Aurora Jacinto Pacita P. Jacinto dese S. do Leon ‘Nicanor tier a. Teresa J, Loinaz Severo A. Tuasan & Co., inc. Antonio P.TamBunting, Narey C, Tambunting Teresa T. de Gonzales L2'08Co, Ine, Nicasio A. Tuaton Carmen H, Vilena andlor Nilagros V. Tan and Ma, Luisa V. Buran 2 Wilredo 4. Vilena Ma, Luisa H. Vilna Uilagros H. Vilena wwlred H. Vilena Virninia Y, Yaptinchay Pes Tanco 91:50:10 PM a6 Ector Tanco Regina Tonco Wiliam Tanco CERTIFIED TRUE COPY 28h, OCT SB oy t ee Sn' ¢ ANTONIO L. SAN MATEO as prony of: Gabriel Ma, Cruz MANUEL OXALES as representive of: “Jacinta Stel, ine w a. a rt 8 @ o @ a e e x u Securities ana Exchange Commission pru, 2secexpress 01:50:10 PM 10/25/2021 CEATIFIED TRUE COPYE260 F8s6 bERSS REPUBLIC OF THE PHILIPPINES. MAKATI CITY We, the undersigned majoriy of the Directors and SECURITY BANK CORPORATION (the “Corporation” address at Security Bank Centre, 6776 Ayala Avenue, Mgkati Ci oration with certify that the amendment of the By-Laws of the Corporation was approved by a majonly vole of the Girectors at a regular meeting held on February 23, 2021 via remote communications, Dursvant to a delegated authorty to the diectors by the stockholders representing at feast 2/3 of he outstanding capital stock under Section 1, Article Xl of the Corporation's By-Laws. ‘The amended provisions refer to the following ARTICLE IV STOCKHOLDERS “Sec. 3. Notices of Meetings. - Nott 5 of meetings, whether witten or printed, oF through electronic mail or other means allowed by law, for every annual or special meeting of the ‘stockholders, shall be prepared and sent to the last known post office address or_electroni il_addres ‘each stockholder twenty-one (21) days before such meeting, provided, that in the case of stockholders with registered addresses ouside the Philippines, such nolices shall be sent by registered airmail postage prepaid, or through electronic mail or othor means allowed by law al least twonty-ono (24 days prior to the meeting and such notice, whether for an ~annwal or special meeting shall state the purpose or purposes thereof, Any annual or special meeting of the stockholders may otvact on any business which has not been specifically included in the purpose of pufpdses'mehtioned in the notice of such meeting. No failife ocirfeguiarty ofnotice of any meeting shall invalidate such meeting or any proceeding thereat if all ‘stockholders. shall waive! such’ taliaré-r irregularity, (As amended by Resolution of Board of Directors at their Regutar Meeting on Fedruary 25, 1997 and as further amended by the Resolution of the Board of Directors on February 23, 2021.) Sec. 5. Quorum. ~ Except as otherwise provided by lav, the Articles of Incorporation or these By-Laws, a quorum at any “frigtig, whether annual or special’ “shall "'éodsist ‘of stockholders owning majority of the outstanding capital stock exclusive of treasury stock, represented in person or by proxy. Except as otherwise provided by law, the Articles of Incorporation or these By-Laws, a majority of such quorum shall decide any question that’ may duly come before the meeting. A stockholder may participate and vote through remote communication or in absentia and shall be deemed ‘presont for purposes of quorum. (As amended by Resolution of the Board of Directors al their Regular Meeting on February 23, 2021.) CERTIFIED TRUE COPY A 26 L UCT 2 6 2021ZAG EOS PERSS ARTICLE V DIRECTORS Sec. 6. Quorum and Voting Requirements. ~ Except as otherwise provided herein, a quorum at any meeting, regular or special, shall consist of a majority of the entire membership of the Board. Except as otherwise provided herein, a majority of such quorum shall decide every question or matier duly submitted to the Board at such meeting. (As amended by Resolution of Stockholders at their Special Meeting of June 11, 1980.) oi wt hysically attond or vote at board meetings can participate _or vote through remote ‘communicat such __a3___videoconferencing, leconferencing, or other alternative modes _of ‘communication that allow them reasonable opportunitios ipate. A director who participates through remote ‘communication, shall ba deemed present for the purpose of attaining quorum. (As amended by Resolution of the Board (of Directors af their Regular Meeting on February 23, 2021.) TRUE COPY fa) 26 WiSZOG ESOG GESSS roams un J at manu wuy, FREDERICK Y. DY Chairman Emeritus / Director Vi TIN: 108-718-423 DIANA P. AGUI i, D H. BRIMO Director Director TIN: 102-902-566 TIN: 102-377-265 W.. (Mabe El } CRUZ ALFONSO I. SALCEOO, JR. Director director, TIN: 106-968-932 TIN: 107-169-173 Kk TAKEUCHI SANUIV VOHRA Director jirector TIN: 502-211-261 TIN: 242-103-785 JOE! R. AYSON orate Secretary Secretary of the Meeting TIN: 119-882-916 SUBSCRIBED AND SWORN TO BEFORE ME this day of 4UN22 202 ay Makati City, by the above affiants with their Tax Identification Numbers ("TIN’) indicated above. Doc. No. 43: S Z: Nolary Public for Makati Book No oneonre a . lac, Oo Pablo ul Series of 202 ago ‘14 Amerslo St taansiloge NaC PIRNo ssanierer or 202 nse ey”, TBP ho, terobor oF 2a Famteato the Bor 05202089 ote 7388SECURITIES and EXCHANGE COMMISSION 2) si a tue copy cf te document stored in ts SEC Ottis yep war emoydto ese can aay, caresng — (AY yoace ts and at a! material ts, te SEC Syarem {es Reords Refieval, Skrage anc Mivstenane wane operating in a manner that didnot atect ‘he intogty of the elecreric document Yeo en osntongnl ered by OOAY CARD ecsonp 02 psn on vo: Uy | ~ owe____O0T. 2.6 2021 #BY Documentary Sianbisey Stamp Tax ime’ PAID asa tronic Racares Man: and Communication logy Department