C08618-2022

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)
Nov 16, 2022
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, METRO MANILA (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 4,513,128,255
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 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Approval of the Board of Directors of Bank of the Philippine Islands (“BPI”) of the following: (1) Calling of a Special Stockholders’ Meeting to be held on 17 January 2023; and (2) Declaration of Cash Dividend for 2nd Semester of 2022

Background/Description of the Disclosure

Please be advised that:

1. During its regular meeting held on 16 November 2022, the Board of Directors of Bank of the Philippine Islands (“BPI”) approved the following resolutions:

Calling of a Special Stockholders’ Meeting to be held on 17 January 2023, 9:00 AM for purposes of securing the required shareholders' approval for the following transactions:

a. Execution of the Plan of Merger and Articles of Merger for purposes of the proposed merger between BPI and Robinsons Bank Corporation (“RBC”), with BPI as the surviving bank;
b. Amendment of Article SEVENTH of BPI’s Articles of Incorporation to:
i. increase BPI’s authorized capital stock by Four Billion Pesos (P4,000,000,000.00);
ii. combine the allocation of authorized common shares for Executive Stock Option Plan and Stock Purchase Plan into a 3% allocation for all employee stock incentive plans; and
iii. deny the pre-emptive rights over the Four Hundred Six Million One Hundred Seventy-Nine Thousand Two Hundred Seventy-Six (406,179,276) treasury shares which shall be disposed of by BPI in accordance with Republic Act No. 8791, otherwise known as the General Banking Law of 2000.

The Record Date shall be 01 December 2022, while deadline for submission of proxy forms shall be on 06 January 2023.

2. At the same meeting, the Board approved the declaration of cash dividend of One Peso and Six Centavos (PHP1.06) per share, for the second semester of the year 2022, on the total outstanding common shares of the capital stock of BPI. Record date is 01 December 2022 and payment date is on 23 December 2022.

Other Relevant Information

Please see attachment.

Filed on behalf by:
Name Maria Lourdes Gatmaytan
Designation Corporate Secretary