NOTICE OF STOCKHOLDER'S

To:

ANNUAL GENERAL MEETING

All Stockholders

Please take notice that the Annual Meeting of the Stockholders of Standard
Insurance Co., Inc. shall be held on July 26, 2012 at 9:30 a.m. at Standard Insurance
Board Room, 31st Floor of Petron Mega Plaza Building, 358 Sen. Oil Puyat Avenue,
Makati City, to consider the following:

AGENDA
1.
2.
3.
4.
5.

Call to Order;
Proof of Notice of Meeting and Certification of a Quorum;
Approval of the Minutes of the previous meeting held on July 21, 2011;
Business Arising from the Minutes;
Ratification of all acts and proceedings of the Board of Directors, Corporate
and Executive officers since the 2011 Annual Stockholders Meeting;
6. President's Report;
7. Audited 2011 Financial Statements;
8. Election of Directors;
9. Appointment of External Auditor;
10. Other Matters;
11. Adjournment.

Done this __

day of July, 2012, in the City of Makati, Philippines.

By:

Original Signed
MARIA RICA C. RAMIREZ-PINGOL
Assistant Corporate Secretary

Note: Stockholders who will not be able to attend the meeting are urged to send
their proxies to the undersigned at any time before the scheduled meeting.

PROXY FORM
KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, a stockholder of STANDARD INSURANCE CO.,

INC., hereby appoints
as PROXY, with
full power of substitution, to vote on behalf of the undersigned the same number
of shares which the undersigned is then entitled to vote, at the annual meeting of
the stockholders of STANDARD INSURANCE CO., INC. to be held on July
26, 2012 at 9:30 a.m. at the Board Room of Standard Insurance Co., Inc., located
at the 31st Floor of Petron Mega Plaza Building, 358 Sen. Gil Puyat Avenue,
Makati City, and any adjournments thereof.

__

IN WITNESS WHEREOF, the hand and seal of the undersigned this

day of
,2012.

STOCKHOLDER'S
SIGNATURE
SHARES VOTED

PRINTED NAME