Conflict of Interest Management Policy
Philippine National Bank Tokyo Branch

1. Purpose
In connection with the diversification of services provided by financial institutions
and the development of global financial conglomeratization, multiple interests
compete or conflict with each other within a financial institution or financial groupincreasing the possibility of conflicts of interests.
Under such circumstances, Philippine National Bank Tokyo Branch (including its
Nagoya Sub-branch, the “Branch”) is required to manage the transactions that may
cause conflicts of interests in order to prevent the interests of our Customers frombeing unjustly impaired.
The Branch, a bank under the Banking Law, has established the Conflict of Interest
Management Policy (this “Policy”), which is required in the creation of the conflict ofinterest management system under applicable laws and regulations.
2. Types of Transactions that may cause Conflicts of Interests
2.1 Covered Transactions“Transactions that may cause conflicts of interests”, which are covered by this Policy,means such transactions conducted by the Branch, Bank Agency whose principalbank is the Branch, Philippine National Bank or any of its parent financial institutions
or subsidiary financial institutions, that may unjustly impair the interests of ourCustomers (the “Covered Transactions”)
Conflicts of interests may occur (1) between the Branch, Philippine National Bank or
any of its parent financial institutions or subsidiary financial institutions and theirCustomer or (2) between the Customers of the Branch, Philippine National Bank or
any of its parent financial institutions or subsidiary financial institutions and other
Customers.
“Customer” means, in relation to the “Banking Related Business” conducted by theBranch, Philippine National Bank or any of its parent financial institutions orsubsidiary financial institutions, (1) any customer who has already establishedbusiness relations, or (2) any customer who may establish business relations, both ofwhich exclude any customer that seem to be irrelevant to the Domestic Business(which term means any business conducted by the Branch).
“Banking Related Business” means any business banks allowed under the Banking
Law, which banks may conduct, such as Core Banking Business (the Banking Law
Article 10 Paragraph 1), Incidental Banking Business (the Banking Law Article 10Paragraph 2), other Financial Instrument Business (the Banking Law Article 11) andother laws related business (the Banking Law Article 12).

2.2 Types of Transactions that may cause conflicts of interests
The following transactions may be considered as types of “Transactions that may
cause conflicts of interests”. However, as these types are only criteria to determine
whether there is any “Transactions that may cause conflicts of interests”, please notethat the satisfaction of any such criteria does not necessarily mean the occurrence of a“Transaction that may cause conflicts of interests”. Also, please note that some
additions or modifications may be made in the future as may be necessary.
• If any Customer reasonably expects that his/her own interests will beprioritized through counseling or advice• If the Branch may obtain any economic profit or avoid any economic loss at
the expense of any Customer• If the Branch obtains or will obtain any incentive in the form of money, goods
or services other than the usual commission fees or expenses in connection
with the transactions with any person other than the Customers• If the Branch conducts any transaction under which the Branch takes the sideof the counterparty of any Customer who should be protected by the Branch• If the Branch conducts any transaction through the use of non-public
information on any Customer who should be protected by the Branch, whichtransaction results in any benefit to the Branch• If the conditions for similar transactions may not be expected due to theinvolvement of the Branch in the same transaction on multiple sides
In addition, upon determining whether any conflict of interests has occurred, theBranch will consider whether any impact upon the reputation of the Branch or ourgroup companies has been caused.
This Policy will not cover any acts that are prohibited under the Banking Law, theFinancial Instruments and Exchange Law, or any other laws or regulations.
3. Method of managing Transactions that may cause conflicts of interests
If the Branch identifies any transaction that may cause a conflict of interests, theBranch will properly secure the protection of our Customers by selecting from any of,or combining, the following methods and any other methods (the following methods
are only examples, and the following measures need not be adopted).
• The method of separating the division conducting the Covered Transaction,and the division conducting the transaction with such Customer• The method of amending the conditions or method of the Covered Transaction
with such Customer• The method of discontinuing the Covered Transaction or the transaction withthe Customer• The method of properly disclosing to the Customer the possibility that theinterests of such Customer may be unjustly impaired in connection with theCovered Transaction (only if such disclosure does not violate the duty ofconfidentiality assumed by the Branch or group companies)
4. Establishment of the conflict of interest management system

The Compliance Unit of the Branch is the Conflict of Interest Management Control
Division and Compliance Officer serves as chief of such division.
The Conflict of Interest Management Division is independent from Operations and/or
Business Promotion Section and will never receive any direction or order regarding
the treatment of specific cases from such sections.
The Conflict of Interest Management Control Division will control the Branch-wide
management system regarding the identification of transactions that may cause
conflicts of interests and the management of conflicts of interests.
END