Change - Amendment to Articles::SEC approval of the amendment to Article Seventh of the Amended Articles of Incorporation of BPI

Issuer & Securities

Issuer/ Manager
BANK OF THE PHILIPPINE ISLANDS
Securities
BANKOFPHILISUS$300M2.5%N240910 - XS2050923825 - GQDB
Stapled Security
No

Announcement Details

Announcement Title
Change - Amendment to Articles
Date &Time of Broadcast
02-Jan-2024 14:54:01
Status
New
Announcement Sub Title
SEC approval of the amendment to Article Seventh of the Amended Articles of Incorporation of BPI
Announcement Reference
SG240102OTHR7Y3Q
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)
Subject to shareholders and regulatory approvals, the Board of Directors of BPI in its meeting held on 30 September 2022, approved the amendment to Article Seventh of BPI s Amended Articles of Incorporation 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
three percent (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.

Subsequently, the following approvals of the amendment were secured:
By stockholders representing at least 2/3 of the outstanding common shares on January 17, 2023.
By the Bangko Sentral ng Pilipinas on December 21, 2023

On December 29, 2023, the SEC issued the Certificate of Filing of the Amended Articles of Incorporation amending Article Seventh of the Amended Articles of Incorporation of BPI.

This disclosure amends the previous disclosure made on December 28, 2023 https://links.sgx.com/1.0.0/corporate-announcements/8UVY8QTH8FPDRWYQ/c1e859a05fe28b398459e2e2221d15e8e813b294b5fca2b7e42be9a6f250db9b to reflect approval of the SEC on December 29, 2023

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=54d842abcc1e98239e4dc6f6c9b65995
2. Philippine Dealing and Exchange Corporation (PDEx)

Please refer to attachments for further details.

Attachments

PSE Form No. 4-3 Annex.pdf
BPI Cerificate of Filing of Amended AOI with AOI.pdf
Sec 17-C SEC Approval.pdf
Total size =2018K