lt%UWlXS OF THE STOC-DERS' l W J 3 X m - VISAYAN SURETY AND INSURANCE CORPORATION

n it , Held at the Conference Room, Unit 1404-A Keppel Center r - J

R 4 I . z , * r- I ,. Samar Loop cor. Cardinal Rosales Avenue Cebu Business Park, Cebu City

i ,? - on -.. 26 -- May ---. 201 4 -r at 4:00 -..-- --- P.M.

ALBERT TAN 1 I 0.000057% I

-.

I BALDOMERO ESTENZO ' 61 0.000343% 1

- - - -- -, - .Name of23wrehdder ,

I ROBERT W VELASCO ! 3,962 1 0.226400% I

~urnbc&@ .'' Sham.@

PI0 Y. GO I % . 0-- GABRIEL LEYSON

I TONATHAN W I 83328 1 4.761600% 1

'Percentage Ownership

1 - 60

865

0.000057% 0..003429% 0.049429 %

MICHAEL RONALD GO PATRICK JAMES GO

[ CARIDAD LEYSON 18,742 1 1.070971 % ]

R0SB.W PETER GO LIMBOWING Y HERMANOS INC.

I MACRINA LEYSON 1 19,785 1 1.130571% 1

83,324 83,449

CONSTANCIA LEYSON 22,067 1.260971 % CANDICE GOTIANUY 93,883 , 5.364743 %

4.761371 % 4.768514 %

103s 124

26,292

BEATRIZ G. LU 40,645 2.322571 % JOSEFINA POBLETE 48,333 2.761886% ELIZABETH GANG0 . - .- , . 75fi95 4.336857%

,0.59222Wo 0.007086% 1.502400%

FE QUA 7.079886% 1 '

UNIVERSITY OF CEBU (Formerly Cebu Central Colleges) 298,888 17.079314% SKY VIEW HOTEL CORP. Peter Go/Patrick James Go 934 0.053371 %

' . & ,7*?'7 G g t ? jV"l'~..m:,.: e l k 770 ,s-->*r F P - - &. 0.044000% Rosa Go 247 0.014114%

Michael R a d d .GQ 468 .0.026743% 1,600,1% . .. Total 91.439771% .4-- ... .~;i

&Q I'Jxmmt

ATTY. BERNARDINO T. AMAGO IV ATTY. PATRICIA 0 . KO

1. .CALL TO .ORDER F c The meeting was called to order at 4:00 P.M. by the Chairman of the Board, Atty. I

!$ Augusto Go, who presided as Chainnan of the meeting. The Asst, Corporate Secretary, Atty. Patricia KO, recorded the minutes of the proceedings.

The Corporate Secretary certified that all stockholders have been notified of the meeting and that stockholders representing more than two-thirds (2/3) of the total issued and outstanding shares were present in person and proxy .C cmsththg a . p m for the cmduct sf: W e s s .

3. APPROVAL OF THE MINUTES OF THE PREVIOUS MEETING

After reviewing the minutes of the previous meeting, upon motion made and .Wy seamded, ,the &u&s .s$ .the stockho~de.zs meethg .an 27 May 2Q13 .was approved.

4. PRESIDENT'S REPORT

The K~zxmea.Go presented his I- .on .at? .Coqc3%Am1s .Cansawed Production Report for the Year 2013, with comparative analysis of the Corporation's performance from Year 2014. A copy of the President's Report is attached herewith as Annex "A".

Afaer m&cm . d q made and seconded, fie report of .the President an .the operations of the company for the Year 2013was approved.

5. FINANCIAL REPORT

The- IPxesiiienf pxesented the StzitmW .d h c m e md Balance Sheet of f ie Corporation for the period ended December 31,2013.

After motion duly seconded, the Corporation's Statement of Income for the period ended December 31,2013was approved as presented.

6. RATIFICATION ,OF THE ACTS OF THE l3OkRR OF DIRECTORS AND MANAGEMENT

The Corporate Secretary then presented the board resolutions passed during the period from May 27,2013 to February 28,2014.

Upm motion duly seconded, t h ~ fofiowing acts and reso1uti~n- s f the- Board- of Directors and the Management during the Year 2013 were ratified and approved:

P100.00 per share for a total mount of THIRTY NINE MIZ.LIOPJ PEEKS (Php 3~,OoOI000,00) &om its a c m u l a k d Retained Earrrinp zs dfkex+her"3fl,%l2 md s h d l l ~ ? distfihbed to s ~ o l d e r s of recard m of 15

.

c. Au&o&g the Corporation and Certain Officlers to transact with Bmco de Ofo Private Bank

d. Authorizing the Corporatian md Certain Officers to transact with MPAC Rurd Barik, Inc.

e. AuthoSiz.ing the Copration and Certain Officers to transact with Union Bank of the Philippines

f. Authorizing the G s ~ r a t i a n and Appointing Certain OiBcem for W / C r e & t A c c o ~ ~ l m o d a ~ ~ and Security A~~rngemmls with UnimBank of the Philippines

Minutes cif Special BOD

Meeting Resolution no. 2013-l2

Minutes of the Special

BOD - Meeting

Resolution No. 2013-13 Minutes of

-€lie'Sp. BOD Meeting

Resolution No. 2013-14 Minutes of

?Yped&-BOD Meeting

Resolution No. 2013-15

IWixw€mM *

Special BOD Meeting

Resolution NO. 2013-16

August'7,'ZOT3 '

August 13,2013

September 3,2013

September13,2013

SeprnBm S, 2er3

Aufhorizing 'the appoin'trnerit of BANCO DE '0110 UNIVERSAL BANK as the Corporation's true and lawful attorney in transacting business directly or indirectly with the appropriate securities registry and/or a third party custodian duly accredited by the Bangko 'Seitral ng Filipinas.; and authorizing 3%. Kenneth Go as the duly authorized representative of the company in the execution/signing of a Special Power of Attorney authorizing the Bank to act for and in the name of the Company to deal/transact buSihes's wifh 'fh'e appropriate ssZurities rregitry and/or third party custodian in regard to the securities holdings of the Corporation. Authorizing Mr. Kenneth Go to file a case for and in behalf of Visayan Surety & Insurance Corp. Against Ionahan Morados, 'to recover +he amomit which 'the Corporation was compelled to pay a surety to Juanito King & Sons, Inc.

Appointment of Metropolitan Bank & Trust Cbmpany-T*t Badchg -Group (MBTC-TBG) aS -ie Corporation's Investment Manager and/or Trustee

Authority of Mr. Angel Salazar Jr. and/or Mr. R6"miel do to act '&r md IA 'Behalf of -the Corporation on any criminal, civil cases and other actions in which the Corporation is either a Maintiff/Complainant or Defendant/Respondent

A;u*orizW% The DfsposalISde of Total Lass Units of motor vehicles Arising from Insurance Claims and authorizing Mr. Kenneth Go to sign the Deed of Sale and to determine the terms and conditions of the sale

Minutes of the Special BOD

Meeting Resolution No.

2013-17

Minutes ofthe Special BOD

Meeting Resolution No.

2013-18 Minutes of the Special BOD

Meeting Resolution No.

2013019 Minutes of the Special BOD

Meeting Resolution No.

2013-20 Minutes of the Special BOD

meeting Minutes of the Special BOD

meeting

Minutes of the Regular

Meeting of the BOD

Minutes of the Special BOD

meeting Minutes of the Special BOD

meeting Minutes of the Special BOD

meeting Minutes of the Special BOD

meeting

Minutes of the Special BOD

meeting Minutes of the Special BOD

meeting Minutes of the Special BOD

meeting

September 24, 2013

October 3,2013

October 9,2013

October 29,2013

November 5,2013

November 21, 2013

November 25, 2013

December 20, 2013

December 26, 2013

January 7,2014

Januaq 14,2014

January 22,2014

January 25, 2014

February 28,2014

' Authorizing Mr. Anthony f. Wongaiham b sign h e ' Deed of Assignment executed by the depositor and to demand the release of deposit in the event of a claim filed against the surety bonds.

Authority of Mr. Anthony T. Wongaiham to participate in the accreditation for personal passenger accident insurance for all public utility vehicles with the Land Transportation Franchising and Regulatory b& Authorizing the Corporation to invest its funds in any one of the unit investment trust funds (UITFs) managed, administered and operated by Security Bank Corporation - Trust Division

Authorizing the appointment of East West Banking Corporation - Trust Department as the Corporation's Investment Management Account.

Designating Metrobank as the Depository of the Funds/Monies of the Corporation

Authorizing Mr. Rode1 M. Tarrobago, the Corporation's Assistant Vice-president, to act for and in behalf of the Corporation on any criminal, civil cases and other actions in which the corporation is either a plaintiff/ complainant or defendant/ respondent Presentation of the President's Report, Financial Report, Approval of the Minutes of the Previous Minutes and other matters '

Appointment of the Corporation's authorized representatives of the current members of the executive committee of the insurance pool Corporation's authorized representatives to Philippine Machinery Management Services Corp. (PMMSC) Corporation's authorized representative to process the business pennit for Davao Branch

a. Corporation's authorized representative to secure certified true copy of 2012 audited financial statements with BIR

b. Corporation's authorized signatories for transaction with BDO Unibank, Inc.

Corporation's authorized signatories for transaction with Maybank

Corporation's authorized signatories for transaction with BDO Unibank, Inc, for current and savings account. Corporation's authorized signatories for BDO Univegsal Bank

7. ELECTION OF DIRECTORS

AUGUST0 W. GO KENNETH GO ALBERT TAN GA73LW3t IXYSON CANDICZ WTIANW

, BALDQEWRO ESIENZO MOY. GO

mMy, v6n .Md'6a - ~ & -anand .wO-f;a, KG-~J~v-&EG*& -ge'g

declared dosed and the Secretary' was directed to cast the ballots for all the stockholders present in favor of the above-named nominees. The above named persons were then declared to be duly elected directors of the corporation for the ensuing year and until their successors have been duly elected and qualified.

8. APPOINTMENT OF EXTERNAL AUDITOR

Upon motion duly made and seconded, the Board of Directors of Visayan Surety md ~~Oy'me-Cov6f &aeit a& ZeeEy -i"GaOyigd tij -* s g m &'..mdi for the fiscal year covering January 1 to December 31,2014 and to determine the compensation of such external auditor.

There being no other matters to discuss, the meeting was tlzereupon adjourned.

Certified Comect:

Asst Co orate Secretary 1