General Announcement::BPI Board approves proposed merger with RBC and amendments to Article SEVENTH

Issuer & Securities

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

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
02-Oct-2022 21:53:28
Status
New
Announcement Sub Title
BPI Board approves proposed merger with RBC and amendments to Article SEVENTH
Announcement Reference
SG221002OTHRCFYO
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)
Please be advised that during its special meeting held on September 30, 2022, the Board of Directors of Bank of the Philippine Islands ( BPI ) approved the proposed merger between BPI and Robinsons Bank Corporation ( RBC ) with BPI as the surviving bank, and the amendments to Article SEVENTH of the Articles of Incorporation of BPI, both matters being subject to shareholders and regulatory approvals, and, in connection thereto, the Board likewise approved the following:

a. The execution of the Agreement for the Merger of Bank of the Philippine Islands and Robinsons Bank Corporation, among BPI, RBC and JG Summit Capital Services Corp. and Robinsons Retail Holdings, Inc. as the RBC Shareholders (the Agreement );
b. The execution of the Plan of Merger and Articles of Merger by and between BPI and RBC, with BPI as the surviving bank;
c. Designation of certain authorized signatories and representatives to give effect to the aforementioned resolutions; and
d. Calling for a special stockholders meeting.

In addition to the foregoing, the Board likewise approved the amendment to Article SEVENTH of the Articles of Incorporation of BPI to:

a. Increase BPI s Authorized Capital Stock in the amount of Four Billion Pesos (Php4,000,000,000.00) or from Fifty Billion Six Hundred Million Pesos (Php50,600,000,000.00) to Fifty Four Billion Six Hundred Million Pesos (Php54,600,000,000.00) divided into Common Stock consisting of Five Billion Four Hundred Million (5,400,000,000) shares with a par value of Ten Pesos (Php10.00) per share and Preferred Stock consisting of Sixty Million (60,000,000) Preferred A shares with a par value of Ten Pesos (P10.00) per share;
b. Combine the allocation of authorized common shares for Executive Stock Option Plan and Stock Purchase Plan into a 3% allocation for all employee stock incentive plans; and
c. Deny the pre-emptive rights over the Four Hundred Six Million One Hundred Seventy-Nine Thousand Two Hundred Seventy-Six (406,179,276) treasury shares which shall be disposed of by BPI in accordance with Republic Act No. 8791, otherwise known as the General Banking Law of 2000.

On the same day, the Bank entered into the Agreement with RBC and the RBC Shareholders.

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=9837621251b1df243470cea4b051ca8f
2. Philippine Dealing and Exchange Corporation (PDEx)

Attachments

SEC 17C 09302022.pdf
Total size =276K