CIRCULAR X Disclosures Stockholders’ Meeting Others: Voluntary Dividend Notice SEC / Gov’t Issuance Trading Stock Rights Notice Transfer Agent’s Notice Suspension Controllership / Treasury Market Regulation Division Issuer Regulation Division Information Technology Division Capital Markets Dev’t Division COO / OGC Tel. No. 688-7561/688-7508 Tel. No. 688-7541 Tel. No. 688-7510 Tel. No. 688-7480 Tel. No. 688-7534 Tel. No. 688-7411 T h e P h i l i p p i n e S t o c k E x c h a n g e , I n c . To : THE INVESTING PUBLIC AND TRADING PARTICIPANTS Company : PHILIPPINE BANK OF COMMUNICATIONS SEC Approval of Capital Restructuring Request for Trading Suspension Date : March 12, 2013 This is with reference to Circular Nos. 0495-2012 dated January 18, 2012, 2398-2012 dated March 29, 2012 and 5473-2012 dated July 20, 2012 pertaining to the amendments to the Articles of Incorporation and By-Laws of Philippine Bank of Communications (“PBC” or the “Bank”) in connection with the Bank’s capital restructuring. In a disclosure dated March 11, 2013, the Bank stated that: Further to its disclosure last 4 January 2013, the Philippine Bank of Communications (the “Bank”) wishes to inform the Exchange that the Securities and Exchange Commission (the “Commission”) approved the Bank’s capital restructuring. Thus the following amendments of its Articles of Incorporation are now effective: 1. Reclassification of its existing preferred shares to common shares; 2. Reduction of the par value of all its common shares from Php100.00 per share to Php25.00 per share; and 3. Increase of authorized capital stock to Php19,000,000,000.00 divided into 760,000,000 common shares with a par value of Php25.00 per share. The Commission also approved the amendment of the Bank’s By-Laws creating the position of Internal auditor. And as previously disclosed, the increase in authorized capital stock to Php19 billion was supported by the subscription to a total of 126,965,590 common shares of the following subscribers: Subscriber Common Shares Subscribed Nubla Group 51,779,364 Chung Group 47,965,123 LFM Properties Group 26,406,437 ISM Communications 814,666 TOTAL 126,965,590 Page 1 of 2
Transcript
CIRCULAR
X Disclosures Stockholders’ Meeting Others: Voluntary
Dividend Notice SEC / Gov’t Issuance Trading
Stock Rights Notice Transfer Agent’s Notice Suspension
Controllership / Treasury Market Regulation Division Issuer Regulation Division Information Technology Division Capital Markets Dev’t Division COO / OGC
T h e P h i l i p p i n e S t o c k E x c h a n g e , I n c .
To : THE INVESTING PUBLIC AND TRADING PARTICIPANTS Company : PHILIPPINE BANK OF COMMUNICATIONS SEC Approval of Capital Restructuring Request for Trading Suspension Date : March 12, 2013
This is with reference to Circular Nos. 0495-2012 dated January 18, 2012, 2398-2012 dated March 29, 2012 and 5473-2012 dated July 20, 2012 pertaining to the amendments to the Articles of Incorporation and By-Laws of Philippine Bank of Communications (“PBC” or the “Bank”) in connection with the Bank’s capital restructuring.
In a disclosure dated March 11, 2013, the Bank stated that:
Further to its disclosure last 4 January 2013, the Philippine Bank of Communications (the “Bank”) wishes to inform the Exchange that the Securities and Exchange Commission (the “Commission”) approved the Bank’s capital restructuring. Thus the following amendments of its Articles of Incorporation are now effective:
1. Reclassification of its existing preferred shares to common shares; 2. Reduction of the par value of all its common shares from Php100.00 per
share to Php25.00 per share; and 3. Increase of authorized capital stock to Php19,000,000,000.00 divided into
760,000,000 common shares with a par value of Php25.00 per share.
The Commission also approved the amendment of the Bank’s By-Laws creating the position of Internal auditor.
And as previously disclosed, the increase in authorized capital stock to Php19 billion was supported by the subscription to a total of 126,965,590 common shares of the following subscribers:
Subscriber Common Shares Subscribed
Nubla Group 51,779,364
Chung Group 47,965,123
LFM Properties Group 26,406,437
ISM Communications 814,666
TOTAL 126,965,590
Page 1 of 2
CIRCULAR
X Disclosures Stockholders’ Meeting Others: Voluntary
Dividend Notice SEC / Gov’t Issuance Trading
Stock Rights Notice Transfer Agent’s Notice Suspension
Controllership / Treasury Market Regulation Division Issuer Regulation Division Information Technology Division Capital Markets Dev’t Division COO / OGC
T h e P h i l i p p i n e S t o c k E x c h a n g e , I n c .
In compliance with Section 8 of the Disclosure Rules of the Exchange, we
enclose herewith the copies of the Bank’s Amended Articles of Incorporation and Amended By-Laws, and the detailed procedure to be undertaken by the Bank in amending its stock certificates to reflect the applicable changes.
Lastly, as agreed upon with the Exchange, the Bank respectfully requests for a
voluntary trading suspension of its common (PBC) and preferred (PBCP) shares.
In relation thereto, the Bank furnished the Exchange the attached copies of the following documents issued by the SEC on March 8, 2013:
1. Certificate of Filing of Amended Articles of Incorporation 2. Amended Articles of Incorporation 3. Certificate of Filing of Amended By-Laws 4. Amended By-Laws
In view thereof, please be advised that the following changes will be reflected on the Exchange’s trading system effective on Tuesday, March 19, 2013:
1. Reclassification of the Bank’s 120,000,000 Preferred Shares (“PBCP”) to common
shares; and 2. Reduction of the par value of all common shares from P100.00 per share to P25.00
per share.
Given the foregoing request of the Bank, the Exchange will implement a trading suspension on PBC and PBCP shares effective today, March 12, 2013. The trading of the Bank’s common shares under the stock symbol PBC will be lifted on Tuesday, March 19, 2013 upon effectivity of the above-mentioned changes. Further, the reclassification of the said PBCP shares to PBC shares will likewise take effect on Tuesday, March 19, 2013. Hence, the stock symbol PBCP will be removed from the Official Registry of the Exchange on the same day. The Exchange will inform the Trading Participants and the investing public of further developments on the matter. For the information and guidance of the investing public.
(Original Signed)
HANS B. SICAT President and Chief Executive Officer
Page 2 of 2
11 March 2013
PHILIPPINE STOCK EXCHANGE, INC.
3rd Floor, Tower 1
PSE Plaza, Ayala Triangle
Ayala Avenue, Makati City
Attention: Ms. Janet A. Encarnacion
Head, Disclosure Department
Ladies and Gentlemen:
Re: SEC Approval of Capital Restructuring
Further to its disclosure last 4 January 2013, the Philippine Bank of
Communications (the “Bank”) wishes to inform the Exchange that the Securities and
Exchange Commission (the “Commission”) approved the Bank’s capital restructuring.
Thus, the following amendments of its Articles of Incorporation are now effective:
1. Reclassification of its existing preferred shares to common shares;
2. Reduction of the par value of all its common shares from Php100.00 per share to
Php25.00 per share; and
3. Increase of authorized capital stock to Php19,000,000,000.00 divided into
760,000,000 common shares with a par value of Php25.00 per share.
The Commission also approved the amendment of the Bank’s By-Laws creating
the position of Internal Auditor.
And as previously disclosed, the increase in the authorized capital stock to Php19
billion was supported by the subscription to a total of 126,965,590 common shares of the
following subscribers:
Subscriber Common Shares Subscribed
Nubla Group 51,779,364
Chung Group 47,965,123
LFM Properties Group 26,406,437
ISM Communications Corporation 814,666
TOTAL 126,965,590
2
In compliance with Section 8 of the Disclosure Rules of the Exchange, we enclose
herewith the copies of the Bank’s Amended Articles of Incorporation and Amended By-
Laws, and the detailed procedure to be undertaken by the Bank in amending its stock
certificates to reflect the applicable changes.
Lastly, as agreed upon with the Exchange, the Bank respectfully requests for a
voluntary trading suspension of its common (PBC) and preferred (PBCP) shares.
We trust that you find everything in order.
Very truly yours,
Rodolfo Ma. A. Ponferrada
Corporate Information Officer
3
PROCEDURE/GUIDELINES FOR
THE REPLACEMENT OF STOCK CERTIFICATES
The updated stock certificates of the Philippine Bank of Communications will be ready
for pick-up within fifteen (15) business days from receipt of the old stock certificates by
1) Stockholders must surrender the old certificates and claim the corresponding
replacement stock certificates:
a. By personal appearance
Individual shareholders who will personally surrender their old certificates and
claim their new stock certificates will be required to present two (2) valid
identification cards (I.Ds), one of which must be government issued;
b. Through authorized representatives
Shareholders’ authorized representatives will be required to present a duly
notarized letter of authority, two (2) valid identification cards of the stockholder,
one of which must be government issued, and two (2) valid identification cards
of the representative, one of which must be government issued;
c. Via registered mail
Stockholders who will surrender their old stock certificates by mail must also
attach an instruction letter. The replacement stock certificate will be sent within
one (1) to two (2) weeks through registered mail.
2) For purposes of updating the stock and transfer records:
a. Individual stockholders will be requested to accomplish a signature card and
must submit one (1) identification picture (photograph, ID-size) and a photocopy
of at least two (2) valid identification cards;
b. Corporate stockholders shall submit a copy of their latest Articles of
Incorporation & By-Laws, General Information Sheet, and a Secretary’s
Certificate naming all the authorized signatories of the corporate shareholder
4
with their corresponding specimen signatures appearing thereon. A photocopy
of each signatory’s valid identification cards with photograph thereon must also
be submitted.
3) In case of lost certificate(s), the shareholder is required to submit an Affidavit of Loss
and an Affidavit of Publication certifying that the publication was made once a week for
three (3) consecutive weeks. A sample cut-out of the published details of the certificate
must accompany the Affidavit of Publication. Replacement of lost stock certificates will
be made after one (1) year from the last day of publication. If the stockholder wishes to
expedite the replacement, a surety bond must be submitted, insuring 100% of the value
of the lost shares in any non-life insurance company. The replacement is on a per
certificate basis and is free of charge. In case of a request to split the shares into multiple
certificates, there will be a transfer fee of P100.00 and P20.00 cancellation fee (plus 12%
VAT) per certificate.
For further assistance regarding the matter, please call Mr. Tan at telephone number 304-
6220.
REPUBLIC OF THE PHILIPPINESSECURITIES AND EXCHANGE COMMISSION
SEC Building, EDSA GreenhillsCity Of Mandaluyong, Metro Manila
COMPANY REG. NO. PW-686
CERTIFICATE OF FILINGOF
AMENDED ARTICLES OF INCORPORATION
KNOW ALL PERSONS BY THESE PRESENTS:
This is to certify that the amended articles of incorporation of the
PHILIPPINE BANK OF COMMUNICATIONS(Amending Article VII by increasing authorized capital stock thereof )
copy annexed, adopted on January18,2012 by a majority vote of the BoardofDirectors and on March 28, 2012 by the vote of the stockholders owning orrepresenting at least two-thirds of the outstanding capital stock, and certifiedunder oath by the Secretary and a majority of the Board of Directors of thecorporation was approved by the Commission on this date pursuant to theprovision of Section 16 of the Corporation Code of the Philippines, BatasPambansa Blg.68, approved on May 1,1980, Sec.14 of R.A. 8791as amended, andcopies thereof are filed with the Commission.
Unless this corporation obtains or already has obtained the appropriateSecondary License from this Commissiory this Certificate does not authorize it toundertake business activities requiring a Secondary License from thisCommission such as, but not limited to acting as: broker or dealer in securities,government securities eligible dealer (GSED), investment adviser of aninvestment company, close-end or open-end investment company, investmenthouse, transfer agent, commodityffinancial futures exchange/brokey'merchan!financing company, pre-need plan issuer, general agent in pre-need plans andtime shares/club shares/membership certificates issuers or selling agents thereof.Neither does this Certificate constitute as permit to undertake activities for whichother government agencies require a license or permit.
IN WITNESS WHEREOI I have set my hand and caused the seal of thisCommission to be l#V.d to this Certificate at Mandaluyong City, Metro Manila,Philippines , this 6 tl/ day of Marcl, Twenty Thirteen.
Company Registration and Monitoring Department
INAND B. SALESActing Director
t ' /\l\lt-:lll"it:l') /'l ( I
r [)llll-ll)l)ll{l: l:l/lt: IV
l(NloW Al-L MEN BY Tl-lESl= PRl.:SI-N
cofllot'a[lott tlncler tlte laws oI Llte Plrilippines'
llre' corpcrrallort slrerll be the "P11lIlPPll{E
. -l-hal rrve, tlle t.tnclerstgnecl, a majpriLy of wlioiii'ri P lrilippitt es,.,......rr,:ii $ltiir:.i::........ i
ir.:i':lr.:i'i:.':r: .j::.:..::n..::+i i!.iij.:iTi' ;i',i:l"jiiilii :irri: :!:j. r. j;.iii:ij:..ji:i....; n i,.ll....rr
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c1ualified, as provided by the By-Laws are as lbllows, to wit: lia, un,"naed on 10 Februa' y zOb41i
Name Resiclence I
Dr. Chengting'I. Wang IJongkong
M.r. Sooyii I(. Shen l-Ionghor\g
Mr'. Yrurg-Milg Chren ] Fldngkong
Mh'. Shou-Ting Tang I-Iqngkong
M[r'. Tao-Nau Lee Llongkong
M.r. Tsae-Tsin Lirm l-Ionghong
olders of shall have ored to :enrltlve llght to subscribe to. purchase or. receive
o{ of the Co olation alt thereef, whether issued fT,Wuni cauital incre k AS
shares nr time b ed, sold or isuosed the tiont olution oard of Directors. to du
of Dir r, without {irst of{erile suchstocklrolders." (tls antencl.ed on Miarch 28, 2012 by the s,Loclcholtl.et,s rept'e5enfi,g at Least 2/3of the outs'tanding capitai stoclc ancl bn,Ianuarl, 18, 2QL2 b)t nt.ajoriorillt sf 1l1s Bocu'd o.f Di,ectot.sof the Corporation)
e
&.it;
An
EIGFIT - The zunount of the saicl capital has been actually subscr:ibed ancl
TWO MILLION (P2,000,000.00) pelos, and Llie Cattn*iug persons have subscr.ibed andlii-tr- r.aorla^l rrr auoPUULi 'JVe ilames:
paid is
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REPUBLIC OF THE PHILIPPINESSECURITIES AND EXCHANGE COMMISSION
SEC Building, EDSA GreenhillsCity Of Mandaluyong, Metro Manila
COMPANY REG. NO. PW-686
CERTIFICATE OF FILINGOF
AMENDED BY.LAWS
KNOW ALL PERSONS BY THESE PRESENTS:
This is to certify that the Amended By-Laws of
PHILIPPINE BANK OF COMMUNICATIONS
copy annexed, adopted on January 18,20L2 by a majority vote of the
Brrard of Directors and on March 28, 20T2 by the vote of the
stockholders owning or representing at least two-thirds of the outstanding
capital stock, and certified under oath by the Corporate Secretary and
majority of the said Board was approved by the Commission on this date
pursuant to the provisions of Section 48 of the Corporation Code of the
Plrilippines Batas Pambansa BIg. 68, approved on May 'L, T980, Sec. 14 of
R.A. 8791 as amended and copies thereof are filed with the Commission.
IN WITNESS WHEREOF, I have set my hand and caused the seal of
this Commission to be affixed to this Certificate at Mandaluyong City,
Metro Manila, Philippines, this 8f1' day of March, Twenty Thirteen.
DINAND B. SALESActing Director
Company Registration and Monitoring Department
i
prrrT.IppINE BANr{ clti ctrmnluNrcAT'IoNs: (tu amended gn 1{ iuly 2004)ril
ur"k ,,lu o[ ' Metro Manila Philipprres. (As
Amended on Ittlay 24,1982)
1. PLACE - Ali meeti4gs of the stockholders shall be held at the head office
of the Bank or at suclt other place withirl Mehopolitur Manila as may be determined
bv the Board ofDirectors.
L PROXY - Stockholders may votd at all nreetings either in person or by
proxy duly given in writing arrd presented to the Secretary for inspection and record
lrfive (5) bankurg days prior to the opening of the said meeting. (As amended on JLrne
I
18, i996) i
3. QUORUM - No stockholders' ntbetirrg shail be competent to decide arLy
matter or traruact arry business unless a rrnjbrily of the outslanding capital stock s
present or represented therea! except in lcases ur which the law requires the
affirmative vote of a la-rger quorum,
4" VOTE * Voting upon all
trc by shares of stock and not Per
questiotu at all rneetings of the slockholders shall
capita. hr the election o[ Directors cumulative
fi-F,flf Ffi $-il[.{h M,f..tilt$$ ru[: fl-fi tjY
fili{ir: } .rrr, "..Jqd}fiEsVHftII'iF:L} IJ Y:
voting shall"be allbwed. A majority of
submitted to the shareholders at any meeti
By-laws require the affirmative vote of a g
s. AI{NUAL IVIEETING _ The ar
heid on the tliird Tuesday of June in eacli
Iegal holiday; but if a legal holiday, it
immediately following.
6' SPECIAL MEETING - special r.eetings of the stockholders nray be
called by a majority of the rnetnbers of the loardjor by the chairma' or on d.emancl ofthe stockholders holding at least thirly (30%) percent oflhe outstarrding capital stock.
7 , N OTICE OT- MEETINGS _
every regular or special rneeting of the stoc
stockholders ai his last aclclres,s registered initLr" books of ilre Bmrk by registered nrail,
postage prepaid, at least twg (z) weeks before ttreldare of meeting; providecl, however,
that if the registered address of the sliarehotcler be outside of the phiiippines, notice
shall be dispatched by registerecl airmaii, plrovi,led, further that such notice may be
waived irr writing by the stockholclers.
1l
I' MINUTES - Minutes of all meerings of the stockholders shall be kept and
careftllly preserved as the record of the business transacted at such rneetinss. The
mtnutes shall contain such entries as may be reqtrirecl by law_
2g, 2012 by 1rc stockhoklers represe,rtihg at inst 2/3 o.f ttte outstnnding capitnl stoclr nnd tttr
ilJanuwy lB,20t2 by ntajority of the Bosrtl of Directot's of the Cotporatiort)
ii
b.
c.
d.
e.
the Board rnay appoint any officer of the tsank dr a rnember of the Board to take his
place temporarily. (As arnended on May Z
9. SECRETARY - The Secrer
Directors. He shall hold office at the ple
perfiom the following duties:
a. Keep the minutes of all the r
the Board ofDirectors; i
b. .I(eep the stock certificate book. ilre stock md transfer book
and the corporate seal whieh rre shall sramp on all doouments
requiring the seal of the Barrkl I
c- Fill and cou'tercign all the certificates of stock issued,
making the corresponding annotatio' o' lhe margin or stub of
such certificates upon issuances; il""p u cornplete up-to-datei
roll of the stockholders and their aclclresses;
d, Give or cause to be given, all notices required by iaw or by
the By,Laws of the Bank arf notices of a1[ meetings of fie
Board of Directors and of tle stockiroicters. perfbrrn such
other duties as are incidenf to lhis office or as may be
prescribed by the Board of Directors. In ttre absence or
inabilily of the Secretary, thp Chainnan of the Board may
appoint anyone to take his pface temporarily. (As amended
on Nfay 24, 1982)
IO" INDEPENDBNT EXTERN
clesigrrated by the Board of Directors shall
the Bani< in accordance with the requirer
Bank and shall certifu to the Boarcl of
baiances of said books which shall be p
review. The Extenral Auclitor shall be re i
thru the President. No director or officer
which such ofticer or director is a membs
the Auditor- The compensation of dre Auditor(s) shall be fixed by the Board of
Directors. He shall serve at the pleasure of ilre Board of Directors_
l
11. OTHER OFFICERS - The Vice Presiclent(s) ancl other officers of theI
Bank shall exercise suclt powers and perfomr $ush ciuties as the Board of Directors,
the President or the Executive Vice Presiclent shall pre.scribe Irom tirne to tirne_
12" COMPENSATTON * All officers, agents and employees shall receive
such salaries or emoluments as may lie ifixed from tinre to time by the Board of
Directors, but the power to determine salaries or ernolumerrts may Lre delegated to any
offrce(s).I
ll13. VACANCTES AND DELEGATION olr 0IITTICERS - If the office of
the Chairman, Vice Chainnan, President, Executive i/ice Presiden! or Secretary
becomes vacant by death, resignation, or dtheflvise, the vacancy shall be fillecl by the
majority vote of the rernaining directors if slilliconslituting a quolum. The successor
d
f
tr
u
ARTTCT,E rril
HONOTTARY TITLES
I
The Board of Directors may ftom tin{e to time corrfer honorary titres on
persons who have gained distinction in the fi*id oJ, ii,r*rce or in past services to the
Ba'h such as the titres ofHonorary chairman or Adviser" etc.
ARTICLE VII:
'IRANSFIII Or SHARES
Sullject lo the conditions hereina{ter statecl, shares of siock shall be tralsGrred
by delivery to the certificate indorsed by lttr. dn*1*1- or his attonrey-in_fact or other
percon legaliy authorized to ntake the transtbr, [:ut no lransfer shall be valid as
against the Bank until the transfer is alrtotated in the Ilooks of the Bank. Request for
trausfer of shares shall be accomparied by evicience of ownership as follbws:
1) stock cerrificates, when the transfer is performed by
endorsements:
A1I I
led
ard
ing
' at'L)
-\1l
No
certiflcate
cerHhcate
of Directo
all the req
The Stock and Trzuisfer Book of lhe Batrk shall be closed during the five (5)
days next preceding the annual meeting of the]stocklrolclers wherein the eleciion of
the directors is held and during the fivei(5) tJays prececling the clate upon ivhich
dividends are declared. payable, as wbll as clr.rring suoh perioct as the Board of
Directors may determine.
Certificate of stock shall beal the Jignature of the Chairma:r of the Board of
Directors or the President and shall be 'couniersignecl by the Secretary or in the
absence any ofiicer appointed by the Bqard of Dirsctors or the Executive Comrnittee
for the pufpose, to be lcrown as an authorizecl ciflicer, and the seal of the Corporation
shall be engraved thereon. Each certificate shall recite on rts face the stocks
I il'l:lldJln,),?, :i:: t
proper provisions for the Irecessary reserves in accorciance with law a1c1 the
reguiations of the CentralBank of the philippuies.
'
3, DISTRTBUTTON oII NET EARNING$ - The profirs or ner eamings
resulting frorn the operations trf the Barrk hfler <leduqting the expenses of the
adlninistration aud all taxes, and after ma1<ing proper provisions for reserves to cover
possible losses on loans and lor.otlrer cpntingencies, shall be disposed as follows
a. Not to exceed four per centlrlr (+X; to the mernbers of the
Board of Directors, to bo dislnbutecl itr such marmer as the
Board rnay provide;
b. The Board of Directors tlru i1s ChainrLan is empowered to
further distribute out of said net ezurings such bonuses toil
offioers and emploS'ees of the Balk as it may deem proper,
but not to exceed ten per peirturnL (10%);
I
I
I
Iu fljr:JF $Fifr.l ru+,
i i;ri 1t,i "_..... W,^..n
j '[/i:*ftJF l,]it n v'
tiARTICi,E vlTrr
T.ISCAL YEAR, DrV{DENDS, h.ASh,trrrNs AND ACCOIINTSit
l' FISCAL YEAR - The fiscal ye[r of [r" Bank shall be the calendaryear.ii2' DIVIDEI{D$ - Dividends rndy bej declarecl arurually or oftener as the
Board of Directors rnay determine, fromlru*f* proiits of tire Bar& after rnailing
iiil',il
represented thereby, ald is transferable onll updn the books of the Colporation by fte^lhoider thereof or its attorney upon surrenclpr ofjcerrificate properiy end,orsed.
I
4' RBSERYES - The Board of DiLectois may creale additionalreserves out ofI
the net earnings for such otrrer pr.rrpor.= [, ,r,! u"*a may deem necessary proper or
convenlent.
5. INSPECTION * These By-Laws a'cl ilre minutes of the stockholders,
meetings shall at ail times 5e opetr ro, infpe*tjion to all stockhoiders and members of'r't-
TRUST DEPAR'I.MIINT
1. AUTIIORITY TO PEI{FORM tTtUST AND OTFIIIR }-IDUCIARYi
BUSINBSS - Rll trusts and other fiduciary busirress, common flust funds and/or
tnveshnent management activities shall be carried out tirrough the Trust I)eparhnent.
All books and records oftire T'rust Departrnent shall be kept separate a1d dislinct fi-om
olher books and records ofthe Bzurk. (As a'rbndecr on June 20, l9g9)
2. ORGAI{IZATION ANI} MANAGII]\{ENT OF TRUST
DEPARTMENT - The Trust Courrnittee shall have general supervision of the Trustt,
Departrnent. It shall detennine the poiicies o1'sucir departmen! the investrnents of the
trust funds, and the disposition of lrusl invesirrenls. The -l'rust Committee shall have
the power to consider and act upon suph btheq rnatlers relati-ng tp the adminishation of
the trust held by the Bank as shall be tefbned to it by t-he Trust Offir;ers or the officer-
in-charge. The accepLance of all ficiuciary accounts, invesfnent marragement
accounts and contmon trust flrnds shall be approved b_y the Trust Cornmrttee and the
I il'[#{t flf.#tt v,rlnrll o
lil;?il;;;-5uF- I
closlng out or relinquishrnent of all such
such Committee. Altinvestrnenls of trust
r;hall be made, retainecl or disposed of orrl
Iluch Corrunittee shall, at least once durir:
all the assels held in cash, fiduciary
s;afbty and cunent value mcl the aclvisatril
llrust Commitlee may have such adclition
'ray be prescribed by the Board of Directof srlbject to the approval of the Board of
I)irectors' it rnay make such rules as it niay rie"m ocl..isable for carrying out thepolicies o1'the trust Depaftinettf the aclminislration of '.trust helcl by the Bank and the
investruent of tmst frrnds, The Trust comrnrttbe srrar{ rneet penodically ancr shall
rnake reports to the Board ofDriectors. I
3. COMPOSIITON OF, I]I,US
shall be composed of five (5) members; tl
Iloard of l)irectors on a regular rotation b
the Bank; the President; and the Trust Olfi
quorum for the tlansaction of business. Th
one of the tlu'ee directors, No member of
of the audit com.rnittee. (As amendecl on J
ri4' OFFICERS-IN-CHARGI - The'Irust Officers ancl other subordinate
c'fficers qf the department shall be pla<led under the rnanagement a4ci inr-mediate
supervision of tire Trust Committee who shall cause tire policies and instructiols ofI
5' T'RUST OFFICERS - TIie Trusr ofl:rcers appoinrecr by the Board dfDirectors or the trust conrinittee sha[ exercise
rsu.h po**.s ancl perFonn such duties
as prescribed by these By-La\^,sr or as nlalr be assigrreil to hern by the Boar-d ofil
Directors or by the Trust Comrnittee. They shall tre responsible for the proper
administration and nlanagement oftrust and other fidr,rciary accounts and irrvestnrentI
maragement activities of the department. (fu zunencled on June 30, l9s9)I
E AUTHBNTICATION ON AFID SIGNATURE OF MISTRUMENTS _
All authentication or certificates by the Bank as Trustee uncler any rnortgage, either
trust or other instrunrent securing boncls, debpntures, noles or other obligations of any
corporation zurd all certificates as Regisfer or Transfer Agents anrl all cerlificates and
lrust cerlificates, tttay be signed or countersignecl in behalf of the Bank by the
President or Executive Vice President or by the Seoretary or any Tl-rst Officer or
of DirectorsliI
:
i 7, SECURITIES AND INVEST
in co^L, +-,^r ^L^rr t rin each h ust shall be kept separale zurd clistihct dom ilre securities owrred by the Banki'1aJld SeOarate- and dicti.rof .R.^-* ^.r,--- ,r irseparate and disti*ct from of any oth*r t ,ts! Trust certi-Ecates ancr r'vesrmentsshall be held in rhe joint custocly of twp orl*or. olficers or other employeesir:desi$rated bvfhe Roar.l n.FTti.-^r^* r*,* r:.
- Assistant Tru st O ffi cer or by any oilrer person appointerlI
