General Announcement::Results of the Special Stockholders' Meeting of Bank of the Philippine Islands (BPI)

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
17-Jan-2023 20:57:04
Status
New
Announcement Sub Title
Results of the Special Stockholders' Meeting of Bank of the Philippine Islands (BPI)
Announcement Reference
SG230117OTHRGV0V
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)
The stockholders approved the following resolutions:

1. Amendment of the Bank s Amended Articles of Incorporation

Resolution No. SSM-2023-01: RESOLVED, that the Stockholders of the Bank hereby approve the amendment of Article SEVENTH of the Bank s Amended Articles of Incorporation as follows:

FROM

SEVENTH. That the Capital Stock of the Corporation is Fifty Billion Six Hundred Million Pesos (P50,600,000,000.00)
divided into:

- Common Stock consisting of Five Billion (5,000,000,000) shares with a par value of Ten Pesos (P10.00) per share, not more than one and one half percent (1 %) of which is set aside for an Executive Stock Option Plan and another one and one half percent (1 %) for a Stock Purchase Plan for Employees and Officers of BPI and its Subsidiaries, over which shares the stockholders shall have no pre-emptive rights; and

- Preferred Stock consisting of Sixty Million (60,000,000) Preferred A shares with a par value of Ten Pesos (P10.00) per share.

XXX


TO

SEVENTH. - That the Capital Stock of the Corporation is Fifty Four Billion Six Hundred Million Pesos
(P54,600,000,000.00) divided into:

- Common Stock consisting of Five Billion Four Hundred Million (5,400,000,000) shares with a par value of Ten Pesos (P10.00) per share, over which the following shares shall have no pre-emptive rights: (a) not more than three percent (3%) set aside for employee stock incentive plans such as an Executive Stock Option Plan and a Stock Purchase Plan for Employees and Officers of BPI and its Subsidiaries, and (b) Four Hundred Six Million One Hundred Seventy-Nine Thousand Two Hundred Seventy Six (406,179,276) treasury shares which shall be disposed in accordance with Republic Act No. 8791, otherwise known as the General Banking Law of 2000, including any amendment or revisions thereof; and

- Preferred Stock consisting of Sixty Million (60,000,000) Preferred A shares with a par value of Ten Pesos (P10.00) per share

XXX

2. Merger between BPI and Robinsons Bank Corporation

Resolution No. SSM-2023-02: RESOLVED, that the Stockholders of the Bank hereby approve the merger between the Bank and Robinsons Bank Corporation ( RBC ) in accordance with the terms and conditions set forth in the Plan of Merger and Articles of Merger, and for this purpose, the Bank s President and/or the Bank s Chief Finance Officer be, as they are hereby, authorized and empowered to do any and all acts, for and on behalf of the Bank for the purpose of implementing the aforementioned merger, upon such terms and conditions as they may deem beneficial to the Bank including, but not limited to, determining the final number of shares which the Bank shall issue in accordance with the aforementioned Plan of Merger and Articles of Merger which shall in no case be more than 318,912,309 primary common shares; executing the Plan of Merger, Articles of Merger, and such other related documents, agreements and instruments; and representing the Bank before the Securities and Exchange Commission ( SEC ), the Bureau of Internal Revenue ( BIR ), the Bangko Sentral ng Pilipinas ( BSP ), the Philippine Deposit Insurance Commission ( PDIC ), the Philippine Competition Commission ( PCC ), the Philippine Stock Exchange ( PSE ) and any other relevant regulatory agencies.
Please refer to the attachment for further details.

The ff. regulators have also duly been informed of the same:
1. Philippine Stock Exchange (PSE)
https://edge.pse.com.ph/openDiscViewer.do?edge_no=ced2b01e975d72c29e4dc6f6c9b65995
2. Philippine Dealing and Exchange Corporation (PDEx)

Attachments

SEC 17-C Results of 17 January 2023 SSM.pdf
Total size =1248K