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)

Jun 19, 2025

2. SEC Identification Number

151309

3. BIR Tax Identification No.

004-707-597-000

4. Exact name of issuer as specified in its charter

RL COMMERCIAL REIT, INC. (Formerly ROBINSONS REALTY AND MANAGEMENT CORPORATION)

5. Province, country or other jurisdiction of incorporation

Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

25F Robinsons Cyberscape Alpha, Sapphire and Garnet Roads, Brgy. San Antonio, Pasig City Postal Code 1605

8. Issuer's telephone number, including area code

(02)8397-1888

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

N/A

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 Stock	15,714,445,508

11. Indicate the item numbers reported herein

9

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.

RL Commercial REIT, Inc.RCR

PSE Disclosure Form REIT-3 - Material Information/Transactions
References: Rule 5 of the IRR of the REIT Act of 2009 and
Section 6 of the Amended PSE Listing Rules for REITS

Subject of the Disclosure
Results of the Special Board Meeting.
Background/Description of the Disclosure
Please be informed that the Board of Directors (“Board”) of RL Commercial REIT, Inc. (“RCR”), at its special meeting held today, June 19, 2025, approved the following: 1. Property-for-share swap transaction between Robinsons Land Corporation (“RLC”) and RL Commercial REIT, Inc. (the “Transaction”) The Transaction is comprised of nine (9) malls totaling 324,107.75 square meters (“sqm.”) of leasable space, namely, Robinsons Dasmariñas, Robinsons Starmills, Robinsons General Trias, Robinsons Cybergate Cebu, Robinsons Tacloban, Robinsons Malolos, Robinsons Santiago, Robinsons Magnolia, and Robinsons Tuguegarao. RLC will subscribe to 3,834,357,500 primary common shares of RCR at a price of Php8.00 per share, equivalent to a total valuation of Thirty Billion Six Hundred Seventy Four Million Eight Hundred Sixty Thousand Pesos (Php30,674,860,000.00), as supported by an SEC/PSE accredited appraiser and a third-party fairness opinion. The Transaction has been approved by the Board of RL Fund Management, Inc. as well as the Related Party Transactions Committee of RCR. The Transaction shall be subject to the approval of pertinent regulatory bodies and will be presented for approval in a Special Shareholders Meeting, the details of which will be included in the Definitive Information Statement for the said meeting. 2. Conduct of a Special Shareholders Meeting Pursuant to the approval of the Transaction, the Board approved the conduct of a Special Shareholders Meeting on August 13, 2025 at 2:00 p.m. via remote communication in compliance with the requirements of the Philippine Stock Exchange. The record date for the determination of shareholders entitled to notice and vote at the meeting is July 4, 2025.
Other Relevant Information
Attached is the SEC Form 17C (Material Information and Notice of Special Shareholders Meeting) dated June 19, 2025.