BPI AND ROBINSON BANK MERGER

BANK OF THE PHILIPPINE ISLANDS (“BPI”) and ROBINSONS BANK CORPORATION (“RBank” and, together with BPI, the “Constituent Banks”) that the proposed merger between the Constituent Banks, with BPI as the surviving bank (the “Merger”), and the terms and conditions set forth in the Articles of Merger, Plan of Merger, and Supplement to the Plan of Merger, have been approved by the following: (1) the Board and Stockholders of BPI on 30 September 2022 (ratified on 15 November 2023) and 17 January 2023, respectively; and (2) the Board and Stockholders of RBank on 30 September 2022 (ratified on 7 November 2023) and 17 January 2023, respectively. The Constituent Banks secured the clearance of the Philippine Competition Commission on the Merger on 9 March 2023, and the approval of the Monetary Board in its Resolution dated 14 December 2023 as reflected in the letter of the Bangko Sentral ng Pilipinas (“BSP”) dated 15 December 2023. 

In accordance with Section 5 of Republic Act (“R.A.”) No. 11840 or an Act Amending Certain Provisions of R.A. No. 3591, as amended, otherwise known as the Philippine Deposit Insurance Corporation (“PDIC”) Charter, the consent of the PDIC to mergers, consolidations, and acquisitions of banks is no longer required.

The effectivity of the Merger is subject to the approval of the Securities and Exchange Commission. 

Except for the transfer of deposits of the depositors from RBank to BPI upon the effectivity of the Merger, which will result in RBank deposits being assumed by BPI as its deposit liabilities, subject to applicable terms and conditions for the same type of BPI deposits in accordance with pertinent BSP rules and regulations, there shall be no change in the rights of depositors of the Constituent Banks in view of the Merger.