General Announcement::Execution of a Supplement to the Plan of Merger

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
23-Oct-2023 11:19:25
Status
New
Announcement Sub Title
Execution of a Supplement to the Plan of Merger
Announcement Reference
SG231023OTHR5VL4
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)
Pursuant to the requirement of the Securities and Exchange Commission, a Supplement to the Plan of Merger was executed by the parties providing the number of shares to be issued in favor of the RBC Shareholders pursuant to the merger between BPI and RBC, with BPI as the surviving bank.

On 13 September 2023, the Philippine Competition Commission released to BPI the signed decision clearing the proposed merger between BPI and RBC.

Pursuant to the comments of the BSP, the word substantially was deleted under the Special Provisions section of the Plan of Merger and replaced with approved by at least a majority of . The word substantially was likewise deleted under Article I of the Articles of Merger. The principal business address of BPI and the date of execution of the Plan of Merger and Articles of Merger were likewise updated.

At the Special Stockholders Meeting held on 17 January 2023, stockholders representing at least two-thirds of the outstanding shares of BPI approved the merger between BPI and RBC, with BPI as the surviving bank.

The Board of Directors of BPI in its meeting on 14 December 2022 approved the issuance to the shareholders of RBC such number of BPI common shares as would result to the RBC shareholders collectively holding approximately 6% of the resulting outstanding common stock of BPI as of the closing date but in no case shall BPI issue more than 318,912,309 common shares pursuant to the merger.

The Board of Directors of BPI in its meeting on 30 September 2022 approved the proposed merger between RBC and BPI, with BPI as the surviving bank, subject to shareholders and regulatory approvals. JG Summit Capital Services Corp. (JGCAP) and Robinsons Retail Holdings, Inc. (RRHI) currently own approximately 99.9984% of the outstanding capital stock of RBC. In relation thereto, the Board approved:

a. The execution of an 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.

On the same day and after the Board approval, BPI executed the Agreement.

This disclosure amends the previous disclosures made on September 15, 2023 https://links.sgx.com/1.0.0/corporate-announcements/S5C089CVM6NQGA1U/3eb65c212ca7de97ed135b8f79d2939872d1e89d164bc50eb88d83f0d48f6426 to reflect the execution of a Supplement to the Plan of Merger providing the number of shares to be issued in favor of RBC Shareholders pursuant to the merger between BPI and RBC, with BPI as the surviving bank, in compliance with the requirements the Securities and Exchange Commission. The following information were also updated: (1) Percentage Ownership of RBC in GoTyme Bank Corporation and Unicon Insurance Brokers Corporation; and (2) Classification of Mr. Hermogenes S. Roxas from Independent Director to Regular Director.

The ff. regulators have also been duly informed of the same:
1. Philippine Securities and Exchange Commission (SEC)
2. Philippine Stock Exchange (PSE)
https://edge.pse.com.ph/openDiscViewer.do?edge_no=6a522e4a089b554a9e4dc6f6c9b65995
3. Philippine Dealing and Exchange Corporation (PDEx)

Please refer to attachments for further details.

Attachments

Plan of Merger - BPI-RBC_updated.pdf
SEC 17C - Supplement to the Plan of Merger dated 20 Oct 2023.pdf
Supplement to the Plan of Merger dated October 20 2023-BPI-RBC - redacted.pdf
Total size =4283K