Philippine Bank of Communications

08/22/2022 | Press release | Distributed by Public on 08/22/2022 01:00

[Amend-2]Amendments to Articles of Incorporation

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) Aug 22, 20222. SEC Identification Number PW-6863. BIR Tax Identification No. 000-263-340-0004. Exact name of issuer as specified in its charter PHILIPPINE BANK OF COMMUNICATIONS5. Province, country or other jurisdiction of incorporation PHILIPPINES6. Industry Classification Code(SEC Use Only) 7. Address of principal office PBCOM Tower 6795 Ayala Avenue, corner V.A. Rufino St., Makati CityPostal Code12268. Issuer's telephone number, including area code (632) 8830-70009. Former name or former address, if changed since last report N/A10. 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 480,645,163
11. Indicate the item numbers reported herein Item No. 9: Other Events

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.

Philippine Bank of CommunicationsPBC

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendments to Articles of Incorporation

Background/Description of the Disclosure

Amendments to Articles of Incorporation for the change in the primary purpose and corporate term.

On January 26, 2022, the Board of Directors approved the amendments to the Articles of Incorporation of the Bank to change its primary purpose (Article II) - from Commercial Bank to that of a Universal Bank.

Upon subsequent consultations with the regulators, it was recommended that the Bank shall likewise amend its Corporate Term - from a specific term to perpetual existence.

On February 23, 2022, the Board of Directors adopted and approved the recommendation of the regulators to also amend the Corporate Term (Article IV), in addition to the proposed amendments to its primary purpose (Article II).

On March 15, 2022, the stockholders of the Bank representing at least 2/3 of its outstanding capital stock, resolved to approve the proposed amendments to the primary purpose (Article II) and corporate term (Article IV) of the Bank.

On June 6, 2022, the Bangko Sentral ng Pilipinas transmitted to the Securities and Exchange Commission ("SEC") its Certificate of Authority dated 25 May 2022, endorsing the proposed amendments to the Bank's Articles of Incorporation.

On August 22, 2022, the Bank received from the SEC the Certificate of Filing of Amended Articles of Incorporation dated 17 August 2022, approving the amendments to the primary purpose (Article II) and corporate term (Article IV) of the Bank.

Date of Approval by
Board of Directors 		Feb 23, 2022
Date of Approval by Stockholders Mar 15, 2022
Other Relevant Regulatory Agency, if applicable Bangko Sentral ng Pilipinas
Date of Approval by Relevant Regulatory Agency, if applicable May 25, 2022
Date of Approval by Securities and Exchange Commission Aug 17, 2022
Date of Receipt of SEC approval Aug 22, 2022
Amendment(s)
Article No. From To
Article II Please see attached file. Please see attached file.
Article IV Please see attached file. Please see attached file.
Rationale for the amendment(s)

Proposed amendments are required for the Bank's application with the BSP to upgrade its banking license from commercial to universal.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC Jun 7, 2022
Expected date of SEC approval of the Amended Articles of Incorporation Aug 17, 2022
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

Once regulatory approvals are obtained, to exercise powers and functions of a universal bank

Other Relevant Information

Please see attached SEC Form 17-C and SEC Certificate of Filing of Amended Articles of Incorporation for complete details. PBCOM consents to the public release of the SEC Certificate of Filing of Amended Articles of Incorporation dated 17 August 2022.

Filed on behalf by:
Name Michael Stephen Lao
Designation Corporate Secretary