C03364-2021

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)
May 11, 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 4,513,103,261
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

Shareholders Approval of the BPI and BPI Family Savings Bank merger, subject to regulatory approvals
Background/Description of the Disclosure

In the Annual Shareholders Meeting on April 22, 2021, shareholders representing at least two thirds of the total outstanding shares approved the merger of BPI and BPI Family Bank, with BPI as surviving entity, subject to regulatory approvals. The shareholders approved the Plan of Merger and the Articles of Merger which is an integral part thereof. The merger was approved by the Board on January 20, 2021.
Date of Approval by Board of Directors Jan 20, 2021
Date of Approval by Stockholders Apr 22, 2021
Other Relevant Regulatory Agency, if applicable BSP; SEC; PDIC; Philippine Competition Commission (PCC); BIR
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

The transaction is an upstream merger of BFSB to BPI effective upon later of (a) issuance of SEC of a Certificate of Merger or (b) January 1, 2021. BFSB is 100% owned by BPI. Since it is not listed, the basis of the exchange will be the net asset value of BFSB as of December 31, 2020 and the price of BPI shares as of December 29, 2020.

The merger was approved by BPI Board of Directors on January 20, 2021
The merger was approved by stockholders representing at least 2/3 of the outstanding common shares on April 22, 2021
Next steps include the regulatory filings with the BSP, SEC, BIR, PDIC and PSE before the end of September 2021.
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 Plan of Merger between the Bank of the Philippine Islands (BPI) and BPI Family Savings Bank Inc (BFSBI) was approved by the Board on February 24, 2021, and by stockholders representing at least 2/3 of the total outstanding shares on April 22, 2021.
Highlights of the Plan of Merger :
1) The Merger shall become effective upon the later of (a) the issuance of the SEC of the Certificate of Merger or (b) January 1, 2022
2) BPI and BFSBI shall become a single corporation, with BPI as the surviving corporation
3) At and after the effective date, all rights, privileges, immunities, franchises and powers of BFSBI shall be deemed transferred to and possessed by BPI
4) All assets, properties, liabilities and obligations of BFSBI as of effective date shall be transferred to BPI
5) Prior to the effective date, BPI and BFSBI shall conduct their respective businesses in substantially the same manner as previously conducted and shall continue to preserve said business as a going concern. The Plan of Merger is attached.
Highlights of the Articles of Merger:
1) The board of directors of both BPI and BFSBI approved the merger on February 24 2021
2) At the annual meeting of stockholders of BPI held on April 22 2021, the stockholders owning or representing at least 2/3 of the outstanding capital stock of BPI voted and approved the Plan of Merger.
3) At a special meeting of stockholders of BFBSI held on April 21 2021, the stockholders owning or representing at least 2/3 of the outstanding capital stock of BFBSI voted and approved the Plan of Merger. The Articles of Merger is attached.
Ratio of exchange of shares

Since BFSBI is not listed and is a 100% subsidiary of BPI, the basis of the exchange is BFSB's Net Asset Value as of December 31, 2020 and BPI share prices as of December 29, 2020
The procedure for determining the number of BPI shares that will be issued pursuant to the merger shall be determined using the Net Asset Value of BFSBI as of 31 December 2020 as reflected in the Audited Financial Statements and BPI's share price as of 29 December 2020 as follows:
BFSB Net Asset Value (NAV) as of Dec 31, 2020
BPI Shares to be issued = -----------------------------------------------------------------
BPI Share Price as of Dec 29, 2020
Basis upon which the exchange ratio was determined

The basis of the exchange is BFSB's net asset value as of December 31, 2020 and BPI share prices as of December 29, 2020
Number of shares subject of the merger

Shares to be issued pursuant to the Plan to Merger:
BFB NAV as of December 31, 2020 - 33,042,684,129.72
BFB Share Price as of December 29, 2020 - 81.35
Shares to be issued - 406,179,276
Timetable

The merger was approved by the Board on January 20, 2021 and by stockholders representing atleast 2/3 of the total outstanding shares on April 22, 2021. The Bank will now proceed with filings with the BSP, PDIC, SEC, PSE, BIR before the end of September 2021.
Conditions precedent to closing of the transaction, if any

The Bank will proceed with filings with the BSP, PDIC, SEC, PSE, BIR before the end of September 2021.
Procedures for exchange

The investment in the subsidiary account will be cancelled, and treasury will be recognized for the newly issued BPI common shares
Any excess in the value of the net assets of BFSBI acquired by BPI over the par value of the BPI common shares issued in accordance with the Article II Section 2 of the Plan of Merger shall be treated as additional paid-in capital in the books of BPI after the merger.
The results of operations and any change in the assets and liabilities of BFSBI from January 1, 2021 shall not affect the determination of the number of BPI common shares that will be issued pursuant to the merger. Any net income earned by BFSBI from January 1, 2021 until effective date shall be declared as dividends to BPI and any loss incurred by BFBSI over the same period shall be absorbed and for the account of BPI. Refer to the attached Plan of Merger.
Description of the company subject of the transaction
Nature and business

BFSBI is a wholly owned thrift bank subsidiary of BPI.
BFBSI was incorporated and registered with the Philippine Securities and Exchange Commission (SEC) on July 1, 1985 primarily to engage in, and carry on, the general business of savings and mortgage banking in accordance with the provisions of the General Banking Act.
BFSBI offers checking, savings accounts, and time deposit accounts in pesos and US dollars. The Bank also offers housing and auto loans and also cross-sells credit cards, personal loans, investment and insurance products of its parent bank, BPI and BPI subsidiaries and affiliates.
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)
Jose Teodoro K. Limcaoco Regular
Maria Cristina L. Go 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
Maria Ysabel P. Sylianteng Independent
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 amendment include updates on:
1. Background/Description of the Disclosure
2. Other Relevant Regulatory Agency
3. Plan of Merger
4. Ratio of exchange of shares
5. Procedures for exchange
6. Nature of business
7. Attachment of the Articles of Merger
Filed on behalf by:
Name Angela Pilar Maramag
Designation Corporate Secretary