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)

Feb 24, 2021

2. SEC Identification Number

PW-121

3. BIR Tax Identification No.

000-438-366-000

4. Exact name of issuer as specified in its charter

Bank of the Philippine Islands

5. Province, country or other jurisdiction of incorporation

Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

Ayala North Exchange Tower 1, Ayala Avenue cor. Salcedo st., Legaspi Village, Makati City (current business address) Postal Code 1229

8. Issuer's telephone number, including area code

8246-5902 (CorpSec Off)/ 8246-5860 (IR)

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

-

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	4,513,101,605

11. Indicate the item numbers reported herein

-

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.

Bank of the Philippine IslandsBPI

PSE Disclosure Form 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure
Approval of the Board of Directors of BPI to merge BPI Family Savings Bank (BFSB) with the Bank of the Philippine Islands (BPI), subject to shareholders' and regulatory approvals.
Background/Description of the Disclosure
Approval of Plan of Merger by BPI Board of Directors on 24 February 2021, subject to shareholders and regulatory approvals.

Date of Approval by Board of Directors	Jan 20, 2021
Date of Approval by Stockholders	TBA
Other Relevant Regulatory Agency, if applicable	Bangko Sentral ng Pilipinas (BSP); Securities and Exchange Commission (SEC)
Date of Approval by Relevant Regulatory Agency	TBA
Date of Approval by Securities and Exchange Commission	TBA

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The merger of BPI and BFSB will create considerable value to the customers, employees and shareholders of the two entities. The customers of the combined BPI and BFSB will have access to all the products, via all the digital and physical channels, of both entities. The employees of the merged entity will have the ability to work across a larger, more varied bank; and potential synergies will create shareholder value.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
To be announced.

Identities of the parties to the transaction

Name	Nature of Business	Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
BPI Family Savings Bank	A thrift bank	100% subsidiary of BPI

Terms and conditions of the transaction

Plan of merger
The Board approved the Plan of Merger today, 24 February 2021, subject to shareholders and regulatory approvals. 1. BFSB shall be merged with BPI, with BPI as surviving corporation; 2. The merger shall become effective upon the latter of (a) SEC issuance of the Certificate of Merger, and (b) 01 January 2022; 3. Prior to effective date, BPI and BFSB shall conduct their respective business in a substantially the same manner as previously conducted; 4. Fees and costs related to the merger shall be borne by BPI; 5. Basis of determining BPI shares to be issued pursuant to the merger: BFSB NAV as of 31 Dec 2020 ---------------------------------------------- BPI share price as of 29 Dec 2020
Ratio of exchange of shares
To be announced.
Basis upon which the exchange ratio was determined
Basis of determining BPI shares to be issued pursuant to the merger: BFSB NAV as of 31 Dec 2020 ---------------------------------------------- BPI share price as of 29 Dec 2020
Number of shares subject of the merger
To be announced.
Timetable
The merger plan will be subject to the approval of at least 2/3 of the BPI shareholders in the BPI annual shareholders meeting on 22 April 2021. Upon shareholders approval, the merger plan will be submitted to the BSP, SEC, and other regulatory agencies for approval
Conditions precedent to closing of the transaction, if any
The merger will require shareholders' and regulatory approvals
Procedures for exchange
To be announced.

Description of the company subject of the transaction

Nature and business
BFSB is a wholly owned thrift bank subsidiary of BPI
Discussion of major projects and investments
N/A

List of subsidiaries and affiliates, with percentage holdings

Name	% Ownership
N/A	-

Capital structure

Authorized capital stock

Type of Security /Stock Symbol	Amount	Number of Shares
Common	2,000,000,000	20,000,000

Subscribed Shares

Type of Security /Stock Symbol	Amount	Number of Shares
Common	1,000,000,000	10,000,000

Paid-Up Capital

Amount	1,000,000,000
Number of Shares	10,000,000

Issued Shares

Type of Security /Stock Symbol	Amount	Number of Shares
Common	1,000,000,000	10,000,000

Outstanding Shares

Type of Security /Stock Symbol	Amount	Number of Shares
Common	1,000,000,000	10,000,000

Par Value

Type of Security /Stock Symbol	Amount
Common	100

Ownership Structure (including percentage holdings)

Name	Number of Shares	% Ownership
Bank of the Philippine Islands	10,000,000	100

Board of Directors

Name	(Regular or Independent)
Cezar P. Consing	Regular
Gerardo C. Ablaza, Jr.	Regular
Rebecca G. Fernando	Regular
Aurelio R. Montinola III	Regular
Mercedita S. Nolledo	Regular
Antonio Jose U. Periquet	Independent
Jesus V. Razon, Jr.	Independent
Ma. Ysabel P. Sylianteng	Independent
Jaime Z. Urquijo	Regular

Principal Officers

Name	Position/Designation
Maria Cristina L. Go	President
Dennis T. Fronda	SVP
Lionel F. Leonen	Treasurer
Angela Pilar B. Maramag	Corporate Secretary

Effect(s)/impact on the business, financial condition and operations of the Issuer
After the merger is concluded, clients of BPI and BFSB will be able to access the products offered by both BPI and BFSB. The merger also presents an opportunity for BPI to enhance revenue and streamline cost thereby increasing value for BPI shareholders.
Other Relevant Information
This disclosure updates section on Plan of Merger.