Change - Amendment to Articles::BPI will no longer Pursue Amendment of Article Seventh of the Articles of Incorporation

Issuer & Securities

Issuer/ Manager
BANK OF THE PHILIPPINE ISLANDS
Securities
BANKOFPHILIS US$600M4.25%N2309 - XS1841618421 - FNDB
Stapled Security
No

Announcement Details

Announcement Title
Change - Amendment to Articles
Date &Time of Broadcast
30-Sep-2022 12:02:13
Status
New
Announcement Sub Title
BPI will no longer Pursue Amendment of Article Seventh of the Articles of Incorporation
Announcement Reference
SG220930OTHRJ8FZ
Submitted By (Co./ Ind. Name)
Maria Ramona O. Ang
Designation
Investor Relations Officer
Description (Please provide a detailed description of the event in the box below)
In relation to the disclosures of the Bank dated 16 March 2022 and 28 April 2022 on the amendments to its Articles of Incorporation, please be advised that the request of the Bank to dispose of treasury shares arising from the merger of the Bank with BPI Family Savings Bank, Inc. through retirement of said shares was not favorably endorsed by the Bangko Sentral ng Pilipinas (BSP) in view of their opinion that retirement of treasury shares cannot be considered as sale or disposition of shares in accordance with Section 10 of Republic Act No.8791 (The General Banking Law of 2000). In this regard, the proposed retirement of treasury shares and decrease of authorized capital stock will no longer be pursued by the Bank.

Rationale for the amendment(s):
1. The decrease in the authorized capital stock particularly the common stock from 5,000,000,000 shares to 4,593,820,724 shares by retiring the 406,179,276 common shares (previously acquired and recorded as treasury shares pursuant to the Bank s merger with BPI Family Bank Savings, Inc) to comply with the disposition requirement of Bangko Sentral ng PIlipinas (BSP).
2. Combining the allocation of authorized common shares for Executive Stock Option Plan (ESOP) and Stock Purchase Plan (SPP) will provide the Bank flexibility in designing future ESOP and/or SPP programs.
Please see attachment for further details.

Other Relevant Information
We amend this disclosure to provide update that the Bank will no longer pursue the proposed retirement of treasury shares and decrease of authorized capital stock. The filing of the amendments to the Articles of Incorporation with the Securities of Exchange Commission (SEC) is no longer applicable.

The ff. regulators have also been duly informed of the same:
1. Philippine Stock Exchange (PSE)
https://edge.pse.com.ph/openDiscViewer.do?edge_no=31c0c02b167ef3163470cea4b051ca8f
2. Philippine Dealing and Exchange Corporation (PDEx)

Please refer to attachments for further details.

Attachments

BPI - Proposed Amendments to Article Seventh of AOI.pdf
SEC 17-C 09292022 - Amendments to Articles of Incorporation-signed.pdf
Total size =723K