SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Sep 25, 2020

2. SEC Identification Number

ASO96-005555

3. BIR Tax Identification No.

000-188-209-000

4. Exact name of issuer as specified in its charter

Philippine National Bank

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

PNB Financial Center, Pres. Diosdado Macapagal Blvd., Pasay City, Metro Manila Postal Code 1300

8. Issuer's telephone number, including area code

(632) 8526-3131 to 70/(632) 8891-6040 to 70

9. Former name or former address, if changed since last report

Not Applicable

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares	1,525,764,850

11. Indicate the item numbers reported herein

Item 2

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Philippine National BankPNB

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Additional Equity Investment in Subsidiary
Background/Description of the Disclosure
Further to the disclosure dated September 10, 2020, and as part of a series of transactions which will be carried out to meet the objectives of the plan reported in the said disclosure, the Board of Directors of the Philippine National Bank approved today, September 25, 2020, the subscription to additional 466,770,000 shares of PNB Holdings Corporation (“PHC”) with a par value of PhP100.00 per share, to be issued out of an increase in the authorized capital stock of PHC, at a subscription price of PhP100.00 per share in exchange for certain real estate properties of the Bank.

Date of Approval by Board of Directors	Sep 25, 2020

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
On September 10, 2020, the Board approved a plan to realize the market value of the Bank’s prime properties and reduce its low-earning assets to strengthen the Bank’s financial position.

Details of the acquisition or disposition

Date	TBA

Manner
The additional subscription to 466,770,000 shares of PHC shall be issued from out of an increase in Authorized Capital Stock.
Description of the company to be acquired or sold
PNB Holdings Corporation is a wholly-owned subsidiary of the Philippine National Bank.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	466,770,000
Percentage to the total outstanding shares of the company subject of the transaction	99.46
Price per share	100.00

Nature and amount of consideration given or received
The Bank will subscribe to additional 466,770,000 shares of PHC at a subscription price of PhP100.00 per share or a total consideration of PhP46,677,000,000.00 in exchange for certain real estate properties of the Bank.
Principle followed in determining the amount of consideration
The subscription price was based on the par value per share of PHC shares.
Terms of payment
To be determined.
Conditions precedent to closing of the transaction, if any
SEC approval of PHC’s increase in Authorized Capital Stock.
Any other salient terms
To be determined.

Identity of the person(s) from whom the shares were acquired or to whom they were sold

Name	Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
N.A.	N.A.

Effect(s) on the business, financial condition and operations of the Issuer, if any
The subscription forms part of a series of transactions which will be undertaken to realize the market value of the Bank's prime properties and reduce low-earning assets to strengthen the Bank's financial position.
Other Relevant Information
Upon approval of the increase in the Authorized Capital Stock of PHC, the additional subscription shall be equivalent to 99.46% of the outstanding shares of PHC.