COL Financial Group, Inc. Announcement

METROPOLITAN BANK & TRUST COMPANY (MBT) 1:3.976 Stock Rights Offering @ 75.00/share

Please be informed of the stock rights offering of Metropolitan Bank & Trust Company (MBT) to all stockholders of record as of March 21, 2018 with details as follows:

Price & entitlement ratio : 1 Right share for every 3.976 common shares @ Php75.00/share*

Ex-Date : March 16, 2018

COL offer period : March 16, 2018 to March 27, 2018 3:30pm

Terms of payment : 100% on deadline date

Tentative listing & credit date : April 12, 2018

*Fractional entitlement will be rounded down to the nearest whole number of Rights shares and will not be allocated to existing shareholders.

To subscribe: For entitled MBT shareholder subscribers, you can subscribe online using the action buttons that appear on the Portfolio Page or by clicking on the Metropolitan Bank & Trust Company (MBT) banner located on the homepage of the website. COL shall not process subscription requests for accounts that fail to provide adequate funding on payment deadline date, March 27, 2018 3:30pm.

Important:

“the Rights offer can only be subscribed to by eligible holders who are a) located inside the Philippines, and b) located in jurisdictions outside the Philippines and the United States where it is legal to participate in the Rights offer under the securities laws of such jurisdictions”

The Bank's shareholders that are "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act of 1933, as amended, may be able to participate in a separate private placement to be conducted concurrently with the Rights Offer. Please read the attached notice from MBT and contact the Stock Transfer Agent directly on this matter.*

Metrobank - Trust Banking Group 17th Floor, GT Tower International Ayala Ave. cor. H.V. dela Costa St.

Makati City, Philippines Contact Person: Ms. Mary Grace P. Gatchallan Email: grace.gatchallan@metrobank.com.ph

Tel. No.: (+632) 857-5265 Fax. No.: (+632) 858-8010

* Deadline for the Investor Certification Letter has been extended to March 26, 2018.

Metrobank

March 8, 2018

To Shareholders of Metropolitan Bank & Trust Company:

Metropolitan Bank & Trust Company (together with its consolidated subsidiaries, the "Bank .. ) plans to undertake a transaction in the near future relating to its shares of common stock (the "Transm.1ion). The Bank's shareholders that are "qualified institutional buyers'' ("QlBs'') as defined in Rule 144A under the U.S. Securities Act of 1933, a."! amended, may be able to participate in the transaction. Holders located in the United States who have completed and returned an investor certification letter (an ''Investor Certification Letter''), in the form enclosed herewith which states, among other things, such holders are ·'qualified institutional buyers"' will be contacted directly regarding their participation in the Transaction.

If you are a QIB and wish to receive additional information about the Transaction, please complete the enclosed Investor Certification Letter and return it directly to the Metrobank Stock Transfer Agent by email to the email address as set forth below. You may also send a the completed Investor Certification Letter to your U.S.-based agent bank with instructions to. forward the copy to such bank's Philippine agent bank/broker for submission to the Metrobank Stock Transfer Agent. TI1e Metrobank Stock Transfer Agent must receive the completed Investor Certification Letter on or before March 26, 2018 and is not authorized to, and will not, provide information as to the nature of the Transaction with any person located in the United States that has not completed and returned an Investor CertificationLetter.

The Stock Transfer Agent is:

Metrobank-Trust Banking Group 17'n Floor. GT Toweflntcmatiorial

Ayala Ave. cor. B. V. <lcla Costa St. Makati City, Philippines

Attention: E-mail:

Tel. No.: Fax No.:

Ms. Mary Grace P, Gatchallan grace.gatchal !an@metrobank.com. ph (+632) 857-5265 (+632) 858-80 l 0

Tilis letter is neither an offer nor a solicitation of an offer to participate in the Transaction nor does it create any obligations whatsoever on the part of the Bank or any of its affiliates to make any offer in respect ofthe Transaction or on the part of the undersigned to participate in the Transaction.

METROPOLITAN BANK &: TROST COMPANY

Very truly yours,

Metropolitan Bank & Trust Company

fa-,v-·· By: JUAN Pl.ACIDOT. MAPA HI

Vice President Head of Investor Relations Department Strategic Planning·Division

!;\('\rotiank Plaza. Sen. Gil J. Puyat Avenue, 1200 Makat! City, Philippines: Tel. no, (632) 898-00001857-0000; Fax (632) 817-6248; www.metrobank.oom.ph

Notice from Metropolitan Bank & Trust Company

LN00054-2018

NOTICE

Subject Metropolitan Bank & Trust Company: Stock Rights Offering – Final Terms and ConditionsCompany Name Metropolitan Bank & Trust Company

Security Details

Type of Security Stock Symbol Par Value

Common Shares MBT Php 20.00

Type of Transaction Stock Rights OfferingDate of PSE Approval Feb 28, 2018

Rights Shares

Stock Symbol No. of Shares Rights Offer Price

MBT 799,842,250 Php 75.00

Rights Entitlement Ratio 1 Rights Share for every 3.9760 common shares held as of Record Date

Pricing Date (if applicable) Mar 14, 2018

Ex-Date Mar 16, 2018Record Date Mar 21, 2018Start of Rights' Offer Period Mar 22, 2018

End of Rights' Offer Period Apr 4, 2018

Payment Terms Full PaymentLead Underwriter(s) First Metro Investment Corporation

Other Parties to the Rights Offer

Function Name of the Party

Joint Global Coordinator, Joint Bookrunner, Issue Manager and Domestic Lead Underwriter First Metro Investment Corporation

Joint Global Coordinator, Joint Bookrunner, International Underwriter UBS AG, Hong Kong BranchCo-Manager and Co-Underwriter DBS Bank Ltd.

Legal Counsel to the Bank as to Philippine Law Picazo Buyco Tan Fider & Santos

Legal Counsel to the Underwriters as to Philippine Law Angara Abello Concepcion Regala & Cruz Law Offices

Legal Counsel to the International Underwriters as to U.S. Law Milbank, Tweed, Hadley & McCloy

Stock Transfer Agent Metrobank - Trust Banking GroupReceiving Agent Metrobank - Trust Banking GroupExternal Auditor SyCip Gorres Velayo & Co.

Notice from PSE with SRO Terms and Conditions

Corporate Website Hyperlink to the Prospectus

To be announced

Tentative Listing Date Apr 12, 2018

Other Relevant Information

On January 17, 2018, the Board of Directors of Metropolitan Bank & Trust Company (“MBT” or the “Bank”) approved a resolution authorizing the conduct of Stock Rights Offering (“SRO” or the “Offer”) by way of issuance of up to a maximum of 819,827,214 common shares (the “Rights Shares”), which is equivalent to the remaining unissued shares from the Bank’s authorized capital stock. Please refer to C00264-2018 dated January 18, 2018.

As previously announced in Listing Notice No. LN00049-2018 dated March 2, 2018, the Exchange approved on February 28, 2018, the application of the Bank for the listing of the Rights Shares covering the said SRO to all stockholders as of the proposed record date of March 21, 2018. The proceeds of approximately Php 60 Billion will be used by the Bank to (i) strengthen the CET1 capital of the Bank, further solidifying its capital adequacy and financial strength; and (ii) acquisition of the remaining 20% equity stake of Australia New Zealand Banking Group Ltd. in Metrobank Card Corporation.

The Bank advised the Exchange of the following final terms of MBT’s Offer:

Offer Price – Php 75.00 per shareRights Entitlement – 1 : 3.9760Rights Shares – 799,842,250

Attached is a copy of the final Rights Offer Term Sheet, for reference and guidance.

The Exchange’s approval of the listing of the Rights Shares is subject to the Bank’s compliance with all applicable post-approval requirements of the Exchange.

The Exchange will accordingly announce any developments on the Bank’s SRO.

This Notice is amended to reflect the final terms and conditions of the Bank’s Offer

For your information and guidance.

Filed on behalf by:

Name Jose Valeriano Zuno

Designation Department Head