NOTICE

Subject	Bank of Commerce: Initial Public Offering – Preliminary Terms and Conditions
Company Name	Bank of Commerce
Mode of Listing	Initial Public Offering

Security Details
Type of Security	Stock Symbol	Par Value
Common Shares	BNCOM	Php10.00

Issued Shares (Pre and Post-Offer)
Stock Symbol	Type of Shares	Number of shares Pre-Offer	Number of shares Post-Offer
BNCOM	Common Shares	1,122,411,120	Up to 1,403,013,920

Outstanding Shares (Pre and Post-Offer)
Stock Symbol	Type of Shares	Number of shares Pre-Offer	Number of shares Post-Offer
BNCOM	Common Shares	1,122,411,120	Up to 1,403,013,920

Treasury Shares (Pre and Post-Offer) (if applicable)
Stock Symbol	Type of Shares	Number of shares Pre-Offer	Number of shares Post-Offer
-	-	-	-

Primary Offer Shares
Stock Symbol	No. of Shares
BNCOM	Up to 280,602,800

Secondary Offer Shares (if applicable)
Stock Symbol	No. of Shares
-	-

Total Firm Offer Shares
Stock Symbol	No. of Shares
BNCOM	Up to 280,602,800

Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol	No. of Shares
-	-

Total Shares Applied for Listing
Stock Symbol	No. of Shares
BNCOM	Up to 1,403,013,920

Offer Price	Up to Php12.50
Market Capitalization (Post-IPO)	Up to Php17,537,674,000.00
TP Allocation	Up to 56,120,600 common shares equivalent to up to Php701,507,500.00
Allocation per TP	Up to 448,900 common shares equivalent to up to Php5,611,250.00
LSI Allocation	Up to 28,060,300 common shares equivalent to up to Php350,753,750.00
Estimated Public Float (with Overallotment/Oversubscription)	-
Estimated Public Float (without Overallotment/Oversubscription)	22.90%

Total Shares Under Escrow
Stock Symbol	No. of Shares	Duration of Lock-up
BNCOM	880,338,660	180 days

Parties to the Offer
Function	Name of the Party
Joint Issue Managers, Joint Lead Underwriters, and Joint Bookrunners	BDO Capital & Investment Corporation
Joint Issue Managers, Joint Lead Underwriters, and Joint Bookrunners	China Bank Capital Corporation
Joint Issue Managers, Joint Lead Underwriters, and Joint Bookrunners	PNB Capital and Investment Corporation
Joint Issue Managers, Underwriters, Bookrunners, Financial Advisor and Issue Coordinator	Philippine Commercial Capital, Inc.
Legal Counsel to the Bank	Picazo Buyco Tan Fider & Santos Law Offices
Legal Counsel to the Joint Issue Managers, Joint Lead Underwriters, and Joint Bookrunners	Sycip Salazar Hernandez & Gatmaitan
Selling Agents	PSE Trading Participants
Selling Agents	Bank of Commerce
Stabilizing Agent	BDO Capital & Investment Corporation
Undertaking to Purchase from Stabilizing Agent	SMC Equivest Corporation

Stock Transfer Agent	SMC Stock Transfer Service Corporation
Receiving Agent	SMC Stock Transfer Service Corporation
Escrow Agent	Philippine Commercial Capital, Inc. – Trust and Investment Group
External Auditor	R.G. Manabat & Co.
Price-Setting Date	Mar 11, 2022
Start of Offer Period	Mar 16, 2022
End of Offer Period	Mar 22, 2022
Tentative Listing Date	Mar 31, 2022
Corporate Website Hyperlink to the Prospectus	TBD

Other Relevant Information
The Exchange approved the application of Bank of Commerce (“BNCOM” or the “Bank”) for the initial listing of up to 1,403,013,920 common shares, with a par value of Php10.00 per share, under the Main Board of the Exchange, which includes the shares subject of the Bank’s Initial Public Offering (“IPO”) with the following details: 1. 1,122,411,120 common shares, representing the total number of issued and outstanding shares of the Bank prior to the initial public offering of the Bank’s shares; and 2. Up to 280,602,800 common shares, representing the total number of shares to be offered to the public on a primary basis. The IPO of the Bank, with an Offer Price of up to Php12.50 per share, consists of the primary issuance of up to 280,602,800 common shares. Attached is a copy of the signed Preliminary Offer Terms Sheet. The Exchange’s approval of the conduct of the IPO and listing of the Bank’s shares is subject to its compliance with all of the post-approval conditions and requirements of the Exchange. The Exchange will advise the investing public of further developments on the IPO of the Bank, including the conduct of stabilizing activities. This notice is being amended to reflect the updated number of shares under escrow. For your information and guidance.

Other Relevant Information

The Exchange approved the application of Bank of Commerce (“BNCOM” or the “Bank”) for the initial listing of up to 1,403,013,920 common shares, with a par value of Php10.00 per share, under the Main Board of the Exchange, which includes the shares subject of the Bank’s Initial Public Offering (“IPO”) with the following details:

1. 1,122,411,120 common shares, representing the total number of issued and outstanding shares of the Bank prior to the initial public offering of the Bank’s shares; and

2. Up to 280,602,800 common shares, representing the total number of shares to be offered to the public on a primary basis.

The IPO of the Bank, with an Offer Price of up to Php12.50 per share, consists of the primary issuance of up to 280,602,800 common shares.

Attached is a copy of the signed Preliminary Offer Terms Sheet.

The Exchange’s approval of the conduct of the IPO and listing of the Bank’s shares is subject to its compliance with all of the post-approval conditions and requirements of the Exchange.

The Exchange will advise the investing public of further developments on the IPO of the Bank, including the conduct of stabilizing activities.

This notice is being amended to reflect the updated number of shares under escrow.

For your information and guidance.

Filed on behalf by:

Name	Norberto Moreno Jr.
Designation	Listings Department